EVERGREEN AMERICAN RETIREMENT TRUST
497, 1995-07-10
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  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) GROWTH AND INCOME FUNDS         (Evergreen Logo appears here)
  EVERGREEN BALANCED FUND
  EVERGREEN GROWTH AND INCOME FUND
  EVERGREEN VALUE FUND
  EVERGREEN AMERICAN RETIREMENT FUND
  EVERGREEN FOUNDATION FUND
  EVERGREEN TOTAL RETURN FUND
  CLASS A SHARES
  CLASS B SHARES
  CLASS C SHARES
           The Evergreen Growth and Income Funds (the "Funds") are designed
  to provide investors with a selection of investment alternatives which seek
  to provide capital growth, income and diversification. This Prospectus
  provides information regarding the Class A, Class B and Class C shares
  offered by the Funds. Each Fund is, or is a series of, an open-end,
  diversified, management investment company. This Prospectus sets forth
  concise information about the Funds that a prospective investor should know
  before investing. The address of the Funds is 2500 Westchester Avenue,
  Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds and certain
  other funds in the Evergreen Group of mutual funds dated July 7, 1995 has
  been filed with the Securities and Exchange Commission and is incorporated
  by reference herein. The Statement of Additional Information provides
  information regarding certain matters discussed in this Prospectus and
  other matters which may be of interest to investors, and may be obtained
  without charge by calling the Funds at (800) 807-2940. There can be no
  assurance that the investment objective of any Fund will be achieved.
  Investors are advised to read this Prospectus carefully.
  THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
  FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, ARE NOT ENDORSED OR
  GUARANTEED BY FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, AND ARE NOT
  INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
  CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY AND
  INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
  TO THE CONTRARY IS A CRIMINAL OFFENSE.
                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE
  EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
  Copyright 1995, Evergreen Asset Management Corp.
 
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<S>                                                       <C>
OVERVIEW OF THE FUNDS                                       2
EXPENSE INFORMATION                                         3
FINANCIAL HIGHLIGHTS                                        5
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies                14
         Investment Practices and Restrictions             18
MANAGEMENT OF THE FUNDS
         Investment Advisers                               23
         Sub-Adviser                                       24
         Distribution Plans and Agreements                 25
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 26
         How to Redeem Shares                              28
         Exchange Privilege                                29
         Shareholder Services                              30
         Effect of Banking Laws                            30
OTHER INFORMATION
         Dividends, Distributions and Taxes                31
         Management's Discussion of Fund Performance       32
         General Information                               35
</TABLE>
 
                             OVERVIEW OF THE FUNDS
       The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds".
       The Investment Adviser to EVERGREEN GROWTH AND INCOME FUND, EVERGREEN
AMERICAN RETIREMENT FUND, EVERGREEN FOUNDATION FUND, and EVERGREEN TOTAL RETURN
FUND is Evergreen Asset Management Corp. ("Evergreen Asset") which, with its
predecessors, has served as an investment adviser to the Evergreen Funds since
1971. Evergreen Asset is a wholly-owned subsidiary of First Union National Bank
of North Carolina ("FUNB"), which in turn is a subsidiary of First Union
Corporation, one of the ten largest bank holding companies in the United States.
The Capital Management Group of FUNB ("CMG") serves as investment adviser to
EVERGREEN BALANCED FUND and EVERGREEN VALUE FUND.
       EVERGREEN BALANCED FUND (formerly First Union Balanced Portfolio) seeks
to produce long-term total return through capital appreciation, dividends, and
interest income.
       EVERGREEN GROWTH AND INCOME FUND seeks to achieve a return composed of
capital appreciation in the value of its shares and current income. The Fund
will attempt to meet its objective by investing in the securities of companies
which are undervalued in the marketplace relative to those companies' assets,
breakup value, earnings, or potential earnings growth.
       EVERGREEN VALUE FUND (formerly First Union Value Portfolio) seeks
long-term capital growth, with current income as a secondary objective.
       EVERGREEN AMERICAN RETIREMENT FUND seeks, in order of priority,
conservation of capital, reasonable income and capital growth. To achieve these
objectives, the Fund invests in a diversified and balanced portfolio of equity
and fixed income securities, with emphasis on income-producing securities which
appear to have potential for capital appreciation. Investments in equity
securities will be limited to 75% of the value of the Fund's total assets
measured at the time any such investment is made. Normally, the Fund anticipates
that approximately half of the fixed income portion of the Fund's portfolio will
be invested in marketable obligations of, or guaranteed by, the U.S. government,
its agencies or instrumentalities.
       EVERGREEN FOUNDATION FUND seeks, in order of priority, reasonable income,
conservation of capital and capital appreciation. The Fund invests principally
in income-producing common and preferred stocks, securities convertible into or
exchangeable for common stocks and fixed income securities.
       EVERGREEN TOTAL RETURN FUND attempts to maximize the "total return" on
its portfolio of investments. It invests primarily in common and preferred
stocks, securities convertible into or exchangeable for common stocks and fixed
income securities.
       THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in each Class A, Class B and Class C Shares of the
Fund. For further information see "Purchase and Redemption of Fund Shares" and
"General Information -- Other Classes of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES              Class A Shares                  Class B Shares                  Class C Shares
<S>                                           <C>              <C>                                            <C>
Maximum Sales Charge Imposed on Purchases          4.75%                           None                            None
(as a % of offering price)
Sales Charge on Dividend Reinvestments              None                           None                            None
Contingent Deferred Sales Charge (as a % of         None       5% during the first year, 4% during the        1% during the
original purchase price or redemption                          second year, 3% during the third and fourth    first year and
proceeds, whichever is lower)                                  years, 2% during the fifth year, 1% during     0% thereafter
                                                               the sixth and seventh years and 0% after the
                                                               seventh year
Redemption Fee                                      None                           None                            None
Exchange Fee                                        None                           None                            None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return, and (ii) redemption at the end of each period and,
additionally for Class B and C, no redemption at the end of each period.
       In the following examples (i) the expenses for Class A Shares assume
deduction of the maximum 4.75% sales charge at the time of purchase, (ii) the
expenses for Class B Shares and Class C Shares assume deduction at the time of
redemption (if applicable) of the maximum contingent deferred sales charge
applicable for that time period, and (iii) the expenses for Class B Shares
reflects the conversion to Class A Shares eight years after purchase (years
eight through ten, therefore, reflect Class A expenses).
EVERGREEN BALANCED FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees              .50%       .50%       .50%    After 1 Year              $  56      $  66      $  26      $  16
Administrative Fees        .06%       .06%       .06%    After 3 Years             $  74      $  81      $  51      $  81
12b-1 Fees*                .25%       .75%       .75%    After 5 Years             $  93      $ 108      $  88      $  88
Shareholder Service Fees     --       .25%       .25%    After 10 Years            $ 150      $ 163      $ 192      $ 163
Other Expenses             .06%       .06%       .06%
Total                      .87%      1.62%      1.62%
<CAPTION>
                           Class C
<S>                      <C><C>
Advisory Fees               $  16
Administrative Fees         $  51
12b-1 Fees*                 $  88
Shareholder Service Fees    $ 192
Other Expenses
Total
</TABLE>
 
EVERGREEN GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             1.00%      1.00%      1.00%    After 1 Year              $  63      $  74      $  34      $  24
12b-1 Fees*                .25%      1.00%      1.00%    After 3 Years             $  95      $ 103      $  73      $  73
Other Expenses             .33%       .33%       .33%    After 5 Years             $ 129      $ 145      $ 125      $ 125
Total                     1.58%      2.33%      2.33%    After 10 Years            $ 226      $ 239      $ 267      $ 239
<CAPTION>
                           Class C
<S>                      <C><C>
Advisory Fees               $  24
12b-1 Fees*                 $  73
Other Expenses              $ 125
Total                       $ 267
</TABLE>
 
EVERGREEN VALUE FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees              .50%       .50%       .50%    After 1 Year              $  56      $  67      $  27      $  17
Administrative Fees        .06%       .06%       .06%    After 3 Years             $  75      $  82      $  52      $  52
12b-1 Fees*                .25%       .75%       .75%    After 5 Years             $  95      $ 110      $  90      $  90
Shareholder Service Fees     --       .25%       .25%    After 10 Years            $ 154      $ 167      $ 197      $ 167
Other Expenses             .10%       .10%       .10%
Total                      .91%      1.66%      1.66%
<CAPTION>
                           Class C
<S>                      <C><C>
Advisory Fees               $  17
Administrative Fees         $  52
12b-1 Fees*                 $  90
Shareholder Service Fees    $ 197
Other Expenses
Total
</TABLE>
 
                                       3
 
<PAGE>
EVERGREEN AMERICAN RETIREMENT FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      No
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees              .75%       .75%       .75%    After 1 Year              $  62      $  73      $  33      $  23
12b-1 Fees*                .25%      1.00%      1.00%    After 3 Years             $  94      $ 101      $  71      $  71
Other Expenses             .53%       .53%       .53%    After 5 Years             $ 127      $ 142      $ 122      $ 122
Total                     1.53%      2.28%      2.28%    After 10 Years            $ 221      $ 234      $ 262      $ 234
<CAPTION>
                           Class C
<S>                      <C><C>
Advisory Fees               $  23
12b-1 Fees*                 $  71
Other Expenses              $ 122
Total                       $ 262
</TABLE>
 
EVERGREEN FOUNDATION FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      No
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             .875%      .875%      .875%    After 1 Year              $  61      $  72      $  32      $  22
12b-1 Fees*               .250%     1.000%     1.000%    After 3 Years             $  89      $  97      $  67      $  67
Other Expenses            .265%      .265%      .265%    After 5 Years             $ 120      $ 135      $ 115      $ 115
Total                    1.390%     2.140%     2.140%    After 10 Years            $ 206      $ 219      $ 247      $ 219
<CAPTION>
                           Class C
<S>                      <C><C>
Advisory Fees               $  22
12b-1 Fees*                 $  67
Other Expenses              $ 115
Total                       $ 247
</TABLE>
 
EVERGREEN TOTAL RETURN FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      No
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             1.00%      1.00%      1.00%    After 1 Year              $  62      $  73      $  33      $  23
12b-1 Fees*                .25%      1.00%      1.00%    After 3 Years             $  92      $ 100      $  70      $  70
Other Expenses             .24%       .24%       .24%    After 5 Years             $ 125      $ 140      $ 120      $ 120
Total                     1.49%      2.24%      2.24%    After 10 Years            $ 217      $ 230      $ 257      $ 230
<CAPTION>
                           Class C
<S>                      <C><C>
Advisory Fees               $  23
12b-1 Fees*                 $  70
Other Expenses              $ 120
Total                       $ 257
</TABLE>
 
*Class A Shares can pay up to .75 of 1% of average net assets as a 12b-1 Fee.
For the forseeable future, the Class A 12b-1 Fees will be limited to .25 of 1%
of average net assets. For Class B and Class C Shares of EVERGREEN GROWTH AND
INCOME FUND, EVERGREEN AMERICAN RETIREMENT FUND, EVERGREEN FOUNDATION FUND and
EVERGREEN TOTAL RETURN FUND, a portion of the 12b-1 Fees equivalent to .25 of 1%
of average net assets will be shareholder servicing-related.
Distribution-related 12b-1 Fees will be limited to .75 of 1% of average net
assets as permitted under the rules of the National Association of Securities
Dealers, Inc.
         From time to time, each Fund's investment adviser may, at its
descretion, reduce or waive its fees or reimburse the Funds for certain of their
expenses in order to reduce their expense ratios. Each Fund's investment adviser
may cease these waivers and reimbursements at any time.
         The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in each Class of
Shares of the Funds will bear directly or indirectly. The amounts set forth both
in the tables and in the examples are estimated amounts based on the experience
of each Fund for the most recent fiscal period. Such expenses have been restated
to reflect current fee arrangements and in the case of Funds that did not offer
all of the above-referenced Classes of shares during such periods, the amounts
set forth in the tables are based on the expenses incurred by the Classes which
were offered. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN. For a more complete description of the various
costs and expenses borne by the Funds see "Management of the Funds". As a result
of asset-based sales charges, long-term shareholders may pay more than the
economic equivalent of the maximum front-end charges permitted under the rules
of the National Association of Securities Dealers, Inc.
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the Fund if shorter for EVERGREEN BALANCED FUND and EVERGREEN VALUE FUND has
been audited by KPMG Peat Marwick LLP, each Fund's independent auditors, for
EVERGREEN FOUNDATION FUND has been audited by Price Waterhouse LLP, the Fund's
independent auditors and for EVERGREEN AMERICAN RETIREMENT FUND, EVERGREEN
GROWTH AND INCOME FUND and EVERGREEN TOTAL RETURN FUND has been audited by Ernst
& Young LLP, each Fund's independent auditors. A report of KPMG Peat Marwick
LLP, Price Waterhouse LLP, or Ernst & Young LLP, as the case may be, on the
audited information with respect to each Fund is incorporated by reference in
the Fund's Statement of Additional Information. The following information for
each Fund should be read in conjunction with the financial statements and
related notes which are incorporated by reference in the Fund's Statement of
Additional Information.
       No financial highlights are shown for Class A, B or C Shares of EVERGREEN
GROWTH and INCOME FUND, EVERGREEN AMERICAN RETIREMENT FUND or EVERGREEN
FOUNDATION FUND, since these classes did not have any operations prior to
December 31, 1994.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN BALANCED FUND -- CLASS A, B, C AND Y SHARES
<TABLE>
<CAPTION>
                                 CLASS A SHARES                                             CLASS C            CLASS Y SHARES
                                                                    CLASS B SHARES           SHARES
                                                  JUNE 10,                  JANUARY 26,   SEPTEMBER 2,
                                                   1991*                       1993*         1994*
                            YEAR ENDED            THROUGH      YEAR ENDED     THROUGH       THROUGH
                           DECEMBER 31,         DECEMBER 31,  DECEMBER 31,  DECEMBER 31,  DECEMBER 31,    YEAR ENDED DECEMBER 31,
                      1994     1993     1992        1991          1994          1993          1994        1994      1993      1992
<S>                  <C>      <C>      <C>      <C>           <C>           <C>           <C>           <C>       <C>       <C>
PER SHARE DATA
Net asset value,
 beginning of
 period.............  $12.07   $11.41   $11.02     $10.00         $12.08        $11.54       $12.00       $12.07    $11.41   $11.02
Income (loss) from
 investment
 operations:
Net investment
 income.............     .43      .42      .42        .30            .36           .34          .18          .46       .45      .46
Net realized and
 unrealized gain
 (loss) on
 investments........    (.71)     .75      .43       1.08           (.71)          .65         (.61)        (.71)      .75      .42
  Total from
   investment
   operations.......    (.28)    1.17      .85       1.38           (.35)          .99         (.43)        (.25)     1.20      .88
Less distributions
 to shareholders
 from:
Net investment
 income.............    (.43)    (.42)    (.42)      (.35)          (.36)         (.34)        (.21)        (.46)     (.45)    (.45)
Net realized
 gains..............    (.19)    (.09)    (.04)      (.01)          (.19)         (.09)        (.19)        (.19)     (.09)    (.04)
In excess of net
 investment
 income.............      --       --       --         --             --          (.02)(a)        --          --        --       --
  Total
   distributions....    (.62)    (.51)    (.46)      (.36)          (.55)         (.45)        (.40)        (.65)     (.54)    (.49)
Net asset value, end
 of period..........  $11.17   $12.07   $11.41     $11.02         $11.18        $12.08       $11.17       $11.17    $12.07   $11.41
TOTAL RETURN+.......   (2.4%)   10.4%     7.9%      11.8%          (3.0%)         8.7%        (3.6%)       (2.2%)    10.7%     8.2%
RATIOS &
 SUPPLEMENTAL
 DATA
Net assets, end of
 period
 (000's omitted).... $41,010  $35,032  $17,408       $334       $100,052      $ 65,475         $195     $778,657  $760,147 $520,232
Ratios to average
 net assets:
 Expenses...........    .89%     .91%     .91%       .92%++        1.48%         1.41%++      1.64%++       .64%      .66%     .66%
 Net investment
 income.............   3.69%    3.61%    3.93%      4.38%++        3.12%         3.09%++      3.23%++      3.93%     3.86%    4.20%
Portfolio turnover
 rate...............     35%      19%      12%        19%            35%           19%          35%          35%       19%      12%
<CAPTION>
 
                        APRIL 1,
                         1991*
                        THROUGH
                      DECEMBER 31,
                          1991
<S>                  <C>
PER SHARE DATA
Net asset value,
 beginning of
 period.............      $10.00
Income (loss) from
 investment
 operations:
Net investment
 income.............         .36
Net realized and
 unrealized gain
 (loss) on
 investments........        1.03
  Total from
   investment
   operations.......        1.39
Less distributions
 to shareholders
 from:
Net investment
 income.............        (.36)
Net realized
 gains..............        (.01)
In excess of net
 investment
 income.............          --
  Total
   distributions....        (.37)
Net asset value, end
 of period..........      $11.02
TOTAL RETURN+.......       15.0%
RATIOS &
 SUPPLEMENTAL
 DATA
Net assets, end of
 period
 (000's omitted)....    $247,472
Ratios to average
 net assets:
 Expenses...........        .68%++
 Net investment
 income.............       4.86%++
Portfolio turnover
 rate...............         19%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge or contingent deferred
   sales charge is not reflected.
++ Annualized.
(a) Distributions in excess of net investment income for the year ended December
    31, 1993 were the result of certain book and tax differences. These
    differences did not represent a return of capital for federal income tax
    purposes for the year ended December 31, 1993.
                                       5
 
<PAGE>
EVERGREEN GROWTH AND INCOME FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                1994       1993       1992       1991       1990          1989            1988**
<S>                            <C>        <C>        <C>        <C>        <C>        <C>             <C>
PER SHARE DATA
Net asset value, beginning
  of period.................    $15.41     $14.18     $12.99     $10.72     $12.03          $10.62             $9.38
Income (loss) from
  investment operations:
Net investment income.......       .14        .14        .15        .19        .30             .52               .19
Net realized and unrealized
  gain (loss) on
  investments...............       .12       1.91       1.65       2.58       (.84)           2.17              2.10
  Total from investment
    operations..............       .26       2.05       1.80       2.77       (.54)           2.69              2.29
Less distributions to
  shareholders from:
Net investment income.......      (.14)      (.14)      (.15)      (.19)      (.30)           (.52)             (.19)
Net realized gains..........     (1.01)      (.68)      (.46)      (.31)      (.47)           (.76)             (.86)
  Total distributions.......     (1.15)      (.82)      (.61)      (.50)      (.77)          (1.28)            (1.05)
Net asset value, end of
  period....................    $14.52     $15.41     $14.18     $12.99     $10.72          $12.03            $10.62
TOTAL RETURN+...............      1.7%      14.4%      13.8%      25.8%      (4.5%)          25.4%             24.6%
RATIOS &
  SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)...........   $73,457    $77,062    $63,841    $47,763    $36,222         $31,540           $24,399
Ratios to average net
  assets:
  Expenses..................     1.33%      1.26%      1.33%      1.41%      1.50%           1.54%             1.56%
  Net investment income.....      .96%       .99%      1.18%      1.55%      2.62%           4.13%             1.70%
Portfolio turnover rate.....       29%        28%        30%        23%        41%             53%               41%
<CAPTION>
                                                     OCTOBER 15,
                                                    1986* THROUGH
                                                     DECEMBER 31,
                                  1987**                1986**
<S>                            <C>              <C>
PER SHARE DATA
Net asset value, beginning
  of period.................          $10.05             $10.00
Income (loss) from
  investment operations:
Net investment income.......             .20                .07
Net realized and unrealized
  gain (loss) on
  investments...............            (.63)              (.02)
  Total from investment
    operations..............            (.43)               .05
Less distributions to
  shareholders from:
Net investment income.......            (.24)                --
Net realized gains..........              --                 --
  Total distributions.......            (.24)                --
Net asset value, end of
  period....................           $9.38             $10.05
TOTAL RETURN+...............           (4.3%)               .5%
RATIOS &
  SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)...........         $21,471            $20,696
Ratios to average net
  assets:
  Expenses..................           1.76%              1.73%++
  Net investment income.....           1.90%              3.23%++
Portfolio turnover rate.....             48%                 4%
</TABLE>
 
*  Commencement of operations.
**  Net investment income is based on the average monthly shares outstanding for
    the periods indicated.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
                                       6
 
<PAGE>
EVERGREEN VALUE FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                                 JANUARY 3, 1991*
                                                                                                                     THROUGH
                                                                                 YEAR ENDED DECEMBER 31,           DECEMBER 31,
                                                                               1994        1993        1992            1991
<S>                                                                          <C>         <C>         <C>         <C>
PER SHARE DATA
Net asset value, beginning of period......................................     $17.63      $17.11      $17.08          $14.28
Income from investment operations:
Net investment income.....................................................        .56         .52         .49             .47
Net realized and unrealized gain (loss) on investments....................       (.20)       1.12         .90            3.53
  Total from investment operations........................................        .36        1.64        1.39            4.00
Less distributions to shareholders from:
Net investment income.....................................................       (.56)       (.52)       (.49)           (.47)
Net realized gains........................................................       (.82)       (.58)       (.87)           (.73)
In excess of net investment income........................................         --        (.02)(b)       --             --
  Total distributions.....................................................      (1.38)      (1.12)      (1.36)          (1.20)
Net asset value, end of period............................................     $16.61      $17.63      $17.11          $17.08
TOTAL RETURN+.............................................................       2.1%        9.7%        8.3%           25.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).................................   $507,028    $463,087    $326,154        $271,391
Ratios to average net assets:
  Expenses................................................................       .68%        .65%        .68%(a)         .69%++(a)
  Net investment income...................................................      3.21%       2.98%       2.90%(a)        3.04%++(a)
Portfolio turnover rate...................................................        70%         46%         56%             69%
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                     JANUARY 3, 1991
                                                                  YEAR ENDED             THROUGH
                                                               DECEMBER 31, 1992    DECEMBER 31, 1991
<S>                                                            <C>                  <C>
  Expenses..................................................          .69%                 .77%
  Net investment income.....................................         2.89%                2.96%
</TABLE>
 
(b) Distributions in excess of net investment income for the period ended
    December 31, 1993 were the result of certain book and tax timing
    differences. These distributions did not represent a return of capital for
    federal income tax purposes for the year ended December 31, 1993.
                                       7
 
<PAGE>
EVERGREEN VALUE FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
                                                                                        NINE
                                                                                       MONTHS
                                                                                       ENDED
                                              YEAR ENDED DECEMBER 31,               DECEMBER 31,        YEAR ENDED MARCH 31,
                                      1994        1993        1992        1991         1990*         1990       1989       1988
<S>                                 <C>         <C>         <C>         <C>         <C>             <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of
 period..........................     $17.63      $17.11      $17.08      $14.61        $15.12       $14.45     $12.83     $14.66
Income (loss) from investment
 operations......................
Net investment income............        .52         .47         .44         .46           .36          .54        .36        .26
Net realized and unrealized gain
 (loss) on investments...........       (.20)       1.10         .89        3.17          (.44)        1.70       2.11      (1.30)
 Total from investment
   operations....................        .32        1.57        1.33        3.63          (.08)        2.24       2.47      (1.04)
Less distributions to
 shareholders from:
Net investment income............       (.51)       (.47)       (.43)       (.43)         (.36)        (.57)      (.38)      (.26)
Net realized gains...............       (.82)       (.58)       (.87)       (.73)         (.02)       (1.00)      (.47)      (.53)
In excess of net investment
 income..........................         --          --          --          --          (.05)(c)       --         --         --
 Total distributions.............      (1.33)      (1.05)      (1.30)      (1.16)         (.43)       (1.57)      (.85)      (.79)
Net asset value, end of
 period..........................     $16.62      $17.63      $17.11      $17.08        $14.61       $15.12     $14.45     $12.83
TOTAL RETURN+....................       1.9%        9.3%        8.0%       25.1%          (.5%)       15.5%      19.7%      (7.1%)
RATIOS &
 SUPPLEMENTAL DATA
Net assets, end of period
 (000's omitted).................   $188,807    $189,983    $169,310    $135,565      $104,637      $95,995    $83,121    $21,914
Ratios to average net assets:
 Expenses........................       .93%        .99%       1.01%(a)     .96%(a)      1.39%++      1.55%      1.71%      1.74%
 Net investment
   income........................      2.96%       2.63%       2.37%(a)    2.78%(a)      3.28%++      3.42%      2.72%      1.92%
Portfolio turnover
 rate (b)........................        70%         46%         56%         69%           13%          11%        24%        24%
<CAPTION>
 
                                    1987       1986
<S>                                 <C>       <C>
PER SHARE DATA
Net asset value, beginning of
 period..........................   $12.35    $10.04
Income (loss) from investment
 operations......................
Net investment income............      .15       .19
Net realized and unrealized gain
 (loss) on investments...........     2.38      2.32
 Total from investment
   operations....................     2.53      2.51
Less distributions to
 shareholders from:
Net investment income............     (.13)     (.20)
Net realized gains...............     (.09)       --
In excess of net investment
 income..........................       --        --
 Total distributions.............     (.22)     (.20)
Net asset value, end of
 period..........................   $14.66    $12.35
TOTAL RETURN+....................    20.8%     25.3%
RATIOS &
 SUPPLEMENTAL DATA
Net assets, end of period
 (000's omitted).................  $23,221    $5,595
Ratios to average net assets:
 Expenses........................    1.97%     2.00%
 Net investment
   income........................    1.41%     2.34%
Portfolio turnover
 rate (b)........................      20%       20%
</TABLE>
 
*  The Fund changed its fiscal year end to December 31.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge or contingent deferred
   sales charge is not reflected.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                                         DECEMBER 31,
                                                                                        1992     1991
<S>                                                                                     <C>      <C>
  Expenses...........................................................................   1.02%    1.05%
  Net investment income..............................................................   2.36%    2.69%
</TABLE>
 
(b) Portfolio turnover rate for periods ending on or after March 31, 1986
    include certain U.S. government obligations.
(c)  Distributions in excess of net investment income for the period ended
     December 31, 1990 were a result of certain book and tax timing differences.
     These distributions did not represent a return of capital for federal
     income tax purposes for the year ended December 31, 1990.
                                       8
 
<PAGE>
EVERGREEN VALUE FUND -- CLASS B AND C SHARES
<TABLE>
<CAPTION>
                                                                                                                   CLASS C
                                                                                        CLASS B SHARES              SHARES
                                                                                                 FEBRUARY 2,     SEPTEMBER 2,
                                                                                                    1993*           1994*
                                                                                  YEAR ENDED       THROUGH         THROUGH
                                                                                 DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                                     1994            1993            1994
<S>                                                                              <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period..........................................       $17.63          $17.24         $18.28
Income (loss) from investment operations:
Net investment income.........................................................          .42             .35            .19
Net realized and unrealized gain (loss) on investments........................         (.20)           1.01           (.81)
  Total from investment operations............................................          .22            1.36           (.62)
Less distributions to shareholders from:
Net investment income.........................................................         (.41)           (.35)          (.19)
Net realized gains............................................................         (.82)           (.58)          (.82)
In excess of net investment income............................................           --            (.04)(a)       (.04)(a)
  Total distributions.........................................................        (1.23)           (.97)         (1.05)
Net asset value, end of period................................................       $16.62          $17.63         $16.61
TOTAL RETURN+.................................................................         1.3%            8.0%          (3.4%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).....................................     $104,297        $ 59,953           $485
Ratios to average net assets:
  Expenses....................................................................        1.53%           1.48%++        1.68%++
  Net investment income.......................................................        2.36%           2.09%++        2.16%++
Portfolio turnover rate.......................................................          70%             46%            70%
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Contingent deferred sales charge is not
   reflected.
++  Annualized.
(a) Distributions in excess of net investment income, for the Class B Shares,
    for the period ended December 31, 1993 and for the Class C Shares, for the
    period ended December 31, 1994, were the result of certain book and tax
    timing differences. These distributions did not represent a return of
    capital for federal income tax purposes for the year ended December 31, 1993
    and December 31, 1994.
                                       9
 
<PAGE>
EVERGREEN AMERICAN RETIREMENT FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31,
                                                   1994       1993       1992       1991       1990              1989
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of period...........    $11.60     $10.95     $10.52      $9.59     $10.41                  $10.09
Income (loss) from investment operations:
Net investment income..........................       .60        .56        .66        .60        .60                     .57
Net realized and unrealized gain (loss) on
  investments..................................      (.93)       .96        .55       1.15       (.66)                    .76
  Total from investment operations.............      (.33)      1.52       1.21       1.75       (.06)                   1.33
Less distributions to shareholders from:
Net investment income..........................      (.60)      (.60)      (.61)      (.60)      (.60)                 ) (.59
Net realized gains.............................        --       (.24)      (.17)      (.22)      (.16)                 ) (.42
In excess of net realized gains................        --       (.03)(b)      --        --         --                      --
  Total distributions..........................      (.60)      (.87)      (.78)      (.82)      (.76)                 )(1.01
Net asset value, end of period.................    $10.67     $11.60     $10.95     $10.52      $9.59                  $10.41
TOTAL RETURN+..................................     (2.9%)     14.1%      11.8%      18.8%       (.5%)                  13.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)......   $37,176    $37,336    $23,781    $15,632    $12,351          $       11,610
Ratios to average net assets:
  Expenses.....................................     1.28%      1.36%      1.51%(a)   1.50%(a)   1.50%(a)               (1.88%a)
  Net investment income........................     5.40%      5.13%      6.23%(a)   5.91%(a)   6.04%(a)               (5.49%a)
Portfolio turnover rate........................      136%        92%       151%        97%        33%                    152%
<CAPTION>
                                                   MARCH 14,
                                                     1988*
                                                    THROUGH
                                                  DECEMBER 31,
                                                     1988**
<S>                                               <C>
PER SHARE DATA
Net asset value, beginning of period...........      $10.00
Income (loss) from investment operations:
Net investment income..........................         .39
Net realized and unrealized gain (loss) on
  investments..................................         .18
  Total from investment operations.............         .57
Less distributions to shareholders from:
Net investment income..........................        (.36)
Net realized gains.............................        (.12)
In excess of net realized gains................          --
  Total distributions..........................        (.48)
Net asset value, end of period.................      $10.09
TOTAL RETURN+..................................        5.8%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)......      $9,449
Ratios to average net assets:
  Expenses.....................................       2.00%++
  Net investment income........................       5.01%++
Portfolio turnover rate........................         52%
</TABLE>
 
*  Commencement of operations.
**  Investment income, expenses and net investment income are based upon the
    average monthly shares outstanding for the period indicated.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                                 1992     1991     1990     1989
<S>                                                              <C>      <C>      <C>      <C>
  Expenses....................................................   1.59%    1.82%    1.95%    2.03%
  Net investment income.......................................   6.15%    5.59%    5.59%    5.34%
</TABLE>
 
(b) Distributions in excess of net realized gains were the result of certain
    book and tax timing differences. These distributions did not represent a
    return of capital for federal income tax purposes.
                                       10
 
<PAGE>
EVERGREEN FOUNDATION FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                                JANUARY 2, 1990*
                                                                              YEAR ENDED DECEMBER 31,                THROUGH
                                                                         1994      1993      1992      1991     DECEMBER 31, 1990
<S>                                                                     <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of period.................................   $13.12    $11.98    $10.75     $8.95          $10.00
Income (loss) from investment operations:
Net investment income................................................      .42       .31       .27       .33            1.23(b)
Net realized and unrealized gain (loss) on investments...............     (.57)     1.55      1.83      2.77            (.59)
  Total from investment operations...................................     (.15)     1.86      2.10      3.10             .64
Less distributions to shareholders from:
Net investment income................................................     (.42)     (.31)     (.24)     (.33)          (1.17)
Net realized gains...................................................     (.28)     (.41)     (.63)     (.97)           (.52)
  Total distributions................................................     (.70)     (.72)     (.87)    (1.30)          (1.69)
Net asset value, end of period.......................................   $12.27    $13.12    $11.98    $10.75           $8.95
TOTAL RETURN+........................................................    (1.1%)    15.7%     20.0%     36.4%            6.6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in millions)..............................     $332      $240       $64       $11              $2
Ratios to average net assets:
  Expenses...........................................................    1.14%     1.20%     1.40%(a)  1.20%(a)           0%(a)++
  Net investment income..............................................    3.51%     2.81%     2.93%(a)  2.86%(a)       15.07%(a,b)++
Portfolio turnover rate..............................................      33%       60%      127%      178%            131%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized
(a) Net of expense waivers and reimbursements by the Adviser. If the Fund had
    borne all expenses that were assumed or waived by the investment adviser,
    the annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                   JANUARY 2, 1990
                                                                  YEAR ENDED           THROUGH
                                                                 DECEMBER 31,       DECEMBER 31,
                                                                1992     1991           1990
<S>                                                             <C>      <C>      <C>
  Expenses...................................................   1.43%    2.58%          3.64%
  Net investment income......................................   2.90%    1.48%         11.43%
</TABLE>
 
(b) Includes receipt of a special dividend representing $.62 per share net
    investment income and 7.59% of average net assets.
                                       11
 
<PAGE>
EVERGREEN TOTAL RETURN FUND -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                                               CLASS A     CLASS B     CLASS C
                                                                                               SHARES      SHARES      SHARES
<S>                                                                                            <C>         <C>         <C>
                                                                                                      JANUARY 3, 1995*
                                                                                                  THROUGH JANUARY 31, 1995
PER SHARE DATA
Net asset value, beginning of period........................................................   $17.09      $17.09      $17.09
Income from investment operations:
Net investment income.......................................................................      .02         .02         .01
Net realized and unrealized gain on investments.............................................      .17         .17         .17
  Total from investment operations..........................................................      .19         .19         .18
Net asset value, end of period..............................................................   $17.28      $17.28      $17.27
TOTAL RETURN+...............................................................................     1.1%        1.1%        1.1%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...................................................     $119        $599         $24
Ratios to average net assets:
  Expenses..................................................................................    1.45% ++    2.23% ++    2.22% ++
  Net investment income.....................................................................    4.09% ++    3.23% ++    2.68% ++
Portfolio turnover rate**...................................................................     151%        151%        151%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the ten month period ended January
    31, 1995.
+  Total return calculated is for the period indicated and is not annualized.
   Initial sales charge or contingent deferred sales charge is not reflected.
++ Annualized.
                                       12
 
<PAGE>
EVERGREEN TOTAL RETURN FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                        TEN MONTHS
                                          ENDED
                                         JANUARY                                  YEAR ENDED MARCH 31,
                                        31, 1995*      1994      1993      1992      1991      1990      1989      1988      1987
<S>                                     <C>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning
  of period...........................    $18.29      $20.90    $18.82    $18.12    $18.26    $17.92    $17.11    $20.37    $19.72
Income (loss) from investment
  operations:
Net investment income.................        87        1.08      1.11      1.08      1.02      1.07      1.12      1.06      1.14
Net realized and unrealized gain
  (loss) on investments...............      (.55)      (1.41)     2.51       .70      (.08)      .36       .79     (2.64)     1.76
  Total from investment
    operations........................       .32        (.33)     3.62      1.78       .94      1.43      1.91     (1.58)     2.90
Less distributions to shareholders
  from:
Net investment income.................     (1.08)      (1.08)    (1.08)    (1.08)    (1.08)    (1.09)    (1.08)     (.80)    (1.14)
Net realized gains....................      (.25)      (1.20)     (.46)       --        --        --      (.02)     (.88)    (1.11)
  Total distributions.................     (1.33)      (2.28)    (1.54)    (1.08)    (1.08)    (1.09)    (1.10)    (1.68)    (2.25)
Net asset value, end of period........    $17.28      $18.29    $20.90    $18.82    $18.12    $18.26    $17.92    $17.11    $20.37
TOTAL RETURN+.........................      1.9%       (2.1%)    20.2%     10.2%      5.8%      7.9%      1.3%     (7.8%)    15.7%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (in millions).......................      $942      $1,065    $1,142    $1,032    $1,151    $1,292    $1,312    $1,346    $1,636
Ratios to average net assets:
  Expenses............................     1.24%++     1.18%     1.18%     1.21%     1.23%     1.18%     1.02%**   1.01%**   1.02%**
  Net investment income...............     5.70%++     5.29%     5.65%     5.73%     5.90%     5.64%     6.36%**   5.80%**   5.68%**
Portfolio turnover rate...............      151%        106%      164%      137%      137%       89%       86%       81%       44%
<CAPTION>
 
                                         1986
<S>                                     <C>
PER SHARE DATA
Net asset value, beginning
  of period...........................  $16.63
Income (loss) from investment
  operations:
Net investment income.................    1.03
Net realized and unrealized gain
  (loss) on investments...............    4.26
  Total from investment
    operations........................    5.29
Less distributions to shareholders
  from:
Net investment income.................   (1.22)
Net realized gains....................    (.98)
  Total distributions.................   (2.20)
Net asset value, end of period........  $19.72
TOTAL RETURN+.........................   35.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (in millions).......................    $408
Ratios to average net assets:
  Expenses............................   1.11%**
  Net investment income...............   6.06%**
Portfolio turnover rate...............     65%
</TABLE>
 
*  On September 21, 1994, the Fund changed its fiscal year end to January 31.
**  Net of expense limitation in fiscal years 1986, 1987, 1988 and 1989.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++ Annualized.
                                       13
 
14

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Balanced Fund

         The investment objective of the Evergreen Balanced Fund (formerly First
Union Balanced Portfolio) is to achieve a long-term total return through capital
appreciation,  dividends and interest  income.  This  objective is a fundamental
policy and may not be changed without shareholder approval.  The Fund invests in
common and preferred stocks for growth and fixed income  securities to provide a
stable  income  flow.  There  can be no  assurance  that the  Fund's  investment
objective will be achieved.

         The  percentage of the Fund's  assets  invested in common and preferred
stocks will vary from time to time in  accordance  with  changing  economic  and
market  conditions.  It is  anticipated  that  over  the long  term  the  Fund's
portfolio  will  average  60% in common and  preferred  stocks and 40% in bonds.
However,  normally  the Fund's asset  allocation  will range  between  40-75% in
common and preferred  stocks,  25-50% fixed income  securities  (including  some
convertible  securities)  and 0-25% cash  equivalents.  Moderate  shifts between
types of assets are made in an attempt to maximize returns or reduce risk.

         The Funds invest in common,  preferred and convertible preferred stocks
and  bonds  of  U.S.  companies  with  a  minimum  of  $100  million  in  market
capitalization  and  which  are  listed  on  major  stock  exchanges  or  traded
over-the-counter.   The  criteria  for  such  investment  selection  includes  a
company's  financial strength (such as cash flow and low debt-to-equity  ratio),
earnings  growth and price in relation to current  earnings,  dividends and book
value to  identify  growth  opportunities.  The Fund may also invest in American
Depositary  Receipts  ("ADRs") of foreign  companies which are traded on the New
York or American Stock Exchanges or the over-the-counter market.

         The fixed  income  portion of the Fund's  portfolio  may be invested in
corporate  bonds  (including  convertible  bonds) which are rated A or higher by
Standard & Poor's  Ratings  Group  ("S&P") or Moody's  Investors  Service,  Inc.
("Moody's") or any other nationally  recognized  statistical rating organization
("SRO"), or which, if unrated, are considered to be of comparable quality by the
Fund's  investment  adviser.  Bonds are  selected  based  upon the  outlook  for
interest rates and their yield in relation to other bonds of similar quality and
maturity.  The  maturities of these bonds may be medium (i.e.,  from five to ten
years) to long-term (i.e., over ten years),  but in no event will they be longer
than twenty years.

         The Fund  also  invests  in  securities  which  are  either  issued  or
guaranteed  by the U.S.  government,  its agencies or  instrumentalities.  These
securities  include  direct  obligations  of the  U.S.  Treasury,  such  as U.S.
Treasury  bills,  notes and bonds;  and notes,  bonds and discount notes of U.S.
government  agencies  or  instrumentalities,  such as the  Farm  Credit  System,
including  the National Bank for  Cooperatives,  Farm Credit Banks and Banks for
Cooperatives, Farmers Home Administration, Federal Home Loan Banks, Federal Home
Loan Mortgage  Corporation,  Federal National Mortgage  Association,  Government
National Mortgage  Association,  Student Loan Marketing  Association,  Tennessee
Valley  Authority,  Export-Import  Bank of the United  State,  Commodity  Credit
Corporation,  Federal  Financing Bank and National Credit Union  Administration.
Some of these  securities are supported by the full faith and credit of the U.S.
government,  and  others  are  supported  only by the  credit  of the  agency or
instrumentality.

         The Fund may also invest  short-term in cash  equivalents for defensive
purposes;  securities  issued  and/or  guaranteed  by the U.S.  government,  its
agencies or  instrumentalities,  and  repurchase  agreements  collateralized  by
eligible investments.

         As of December 31, 1992, 1993 and 1994, approximately 59%, 63% and 55%,
respectively,  of the Fund's portfolio consisted of equity securities.  The Fund
may employ  certain  additional  investment  strategies  which are  discussed in
"Investment Practices and Restrictions", below.

Evergreen Growth and Income Fund

         The investment  objective of Evergreen Growth and Income Fund (formerly
known as the  Evergreen  Value Timing  Fund) is to achieve a return  composed of
capital  appreciation in the value of its shares and current income. (The Fund's
investment  objective is a fundamental  policy.)  There can be no assurance that
the Fund's investment objective will be achieved.

         The Fund seeks to achieve its investment  objective by investing in the
securities of companies  which are  undervalued in the  marketplace  relative to
those companies' assets,  breakup value,  earnings or potential earnings growth.
These companies are often found among those which have had a record of financial
success but are currently in disfavor in the  marketplace for reasons the Fund's
investment  adviser  perceives as temporary or erroneous.  Such investments when
successfully  timed  are  expected  to be the  means for  achieving  the  Fund's
investment  objective.  This inherently  contrarian approach may require greater
reliance upon the analytical and research  capabilities of the Fund's investment
adviser than an  investment  in certain  other equity  funds.  Consequently,  an
investment in the Fund may involve more risk than other equity  funds.  The Fund
should not be  considered  suitable for investors who are unable or unwilling to
assume  the risks of loss  inherent  in such a  program.  Nor should the Fund be
considered a balanced or complete investment program.

         The  Fund  will  use the  "value  timing"  approach  as a  process  for
purchasing  securities when events indicate that fundamental  investment  values
are being ignored in the marketplace.  Fundamental  investment value is based on
one or more of the following: assets -- tangible and intangible (examples of the
latter include brand names or licenses),  capitalization of earnings,  cash flow
or potential  earnings  growth.  A  discrepancy  between  market  valuation  and
fundamental  value often  arises due to the presence of  unrecognized  assets or
business  opportunities,  or as a result of incorrectly  perceived or short-term
negative factors. Changes in regulations,  basic economic or monetary shifts and
legal action  (including the initiation of bankruptcy  proceedings)  are some of
the  factors  that  create  these  capital  appreciation  opportunities.  If the
securities  in which the Fund invests never reach their  perceived  potential or
the  valuation of such  securities in the  marketplace  does not in fact reflect
significant  undervaluation,  there  may  be  little  or  no  appreciation  or a
depreciation in the value of such securities.

         The  Fund  will  invest  primarily  in  common  stocks  and  securities
convertible  into or exchangeable  for common stock. It is anticipated  that the
Fund's  investments  in these  securities  will  contribute to the Fund's return
primarily  through capital  appreciation.  In addition,  the Fund will invest in
nonconvertible preferred stocks and debt securities.  It is anticipated that the
Fund's  investments in these  securities will also produce capital  appreciation
but the current income component of return will be a more significant  factor in
their selection. However, the Fund will invest in nonconvertible preferred stock
and debt  securities only if the anticipated  capital  appreciation  plus income
from such  investments  is equivalent to that  anticipated  from  investments in
equity or equity-related  securities.  The Fund may invest up to 5% of its total
assets in debt securities which are rated below investment grade, commonly known
as "junk bonds". Investments of this type are subject to greater risk of loss of
principal and interest.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will not  exceed  100%.  The  Fund  may  employ  certain  additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Value Fund

         The  investment  objective of the  Evergreen  Value Fund  (formerly the
First Union Value  Portfolio)  is long-term  capital  appreciation  with current
income as a secondary  objective.  The Fund's objective is a fundamental  policy
and may not be changed without shareholder  approval.  Normally, at least 75% of
the Fund's assets will be invested in equity  securities of U.S.  companies with
prospects for earnings growth and dividends.  There can be no assurance that the
Fund's investment objective will be achieved.

         The Fund's investments, in order of priority, consist of:

                  common and preferred stocks,  bonds and convertible  preferred
         stock of U.S.  companies with a minimum market  capitalization  of $100
         million which are listed on the New York or American Stock Exchanges or
         traded in over-the-counter  markets.  The primary  consideration is for
         those   industries   and  companies  with  the  potential  for  capital
         appreciation; income is a secondary consideration;

                  ADRs of foreign  companies  traded on the New York or American
         Stock Exchanges or the over-the-counter market;

                  foreign securities  (either foreign or U.S.  securities traded
         in  foreign   markets).   The  Fund  may  also  invest  in  obligations
         denominated  in foreign  currencies.  In making  these  decisions,  the
         Fund's  investment  adviser will consider such factors as the condition
         and growth  potential  of various  economies  and  securities  markets,
         currency  and  taxation  implications  and other  pertinent  financial,
         social,  national and political factors. (See "Investment Practices and
         Restrictions Special Risk Considerations");

                  convertible  bonds  rated no  lower  than BBB by S&P or Baa by
         Moody's or, if not rated, determined to be of comparable quality by the
         Fund's investment adviser;

                  money market instruments;

                  fixed rate notes and bonds and  adjustable  and variable  rate
         notes of companies  whose  common  stock the Fund may acquire  rated no
         lower  than  BBB  by S&P or Baa by  Moody's  or  which,  if not  rated,
         determined to be of comparable quality by the Fund's investment adviser
         (up to 5% of total assets);

                  zero coupon bonds issued or guaranteed by the U.S. government,
         its agencies or instrumentalities (up to 5% of total assets);

                  obligations,  including  certificates  of deposit and bankers'
         acceptances,  of banks or savings and loan associations having at least
         $1 billion in deposits  and insured by the Bank  Insurance  Fund or the
         Savings Association  Insurance Fund, including U.S. branches of foreign
         banks and foreign branches of U.S. banks; and

                  prime commercial paper, including master demand notes rated no
         lower than A-1 by S&P or Prime 1 by Moody's.

                  Bonds rated BBB by S&P or Baa by Moody's may have  speculative
         characteristics.  Changes in economic conditions or other circumstances
         are more likely to weaken  such  bonds'  prospects  for  principal  and
         interests  payments than higher rated bonds.  However,  like the higher
         rated bonds, these securities are considered investment grade.

         As of December 31, 1992, 1993 and 1994, approximately 92%, 95% and 97%,
respectively,  of the Fund's portfolio consisted of equity securities.  The Fund
may employ  certain  additional  investment  strategies  which are  discussed in
"Investment Practices and Restrictions", below.

Evergreen American Retirement Fund

         The  investment  objectives of Evergreen  American  Retirement  Fund in
order of priority are  conservation  of capital,  reasonable  income and capital
growth. The Fund offers a structured  investment approach designed  specifically
for retirees and persons contemplating  retirement which may also be appropriate
for the  qualified  retirement  plans  of  smaller  companies.  There  can be no
assurance that the Fund's  investment  objectives  will be achieved.  The Fund's
objective is a  fundamental  policy and may not be changed  without  shareholder
approval.

         The Fund will invest in a diversified and balanced  portfolio of equity
and fixed income securities,  with emphasis on income-producing securities which
appear  to  have  potential  for  capital  enhancement.   Ordinarily,  the  Fund
anticipates  that  approximately  50% of its  portfolio  will  consist of equity
securities (including securities  convertible into equity securities) and 50% of
fixed  income  securities.  The Fund's  investment  adviser  may vary the amount
invested in each type of security in response to changing  market  conditions to
take advantage of relative  undervaluation  in either the stock or bond markets.
The Fund will, however,  not make an additional  investment in equity securities
if more than 75% of its total  assets at the time the  investment  is made would
include investments in equity securities.  Generally,  approximately half of the
equity  portion of the Fund's  portfolio will be invested in common stocks which
the  Fund's  investment  adviser  believes  will yield  current  income and have
potential for long-term  capital  growth and half in bonds and preferred  stocks
convertible into such common stock.

         With  respect to the fixed  income  portion  of the  Fund's  portfolio,
emphasis  will  be  placed  on  acquiring  non-speculative  issues  expected  to
fluctuate little in value, except with changes in prevailing interest rates. The
market value of the debt  obligations in the Fund's portfolio can be expected to
vary inversely to changes in prevailing  interest  rates.  The Fund may at times
emphasize the generation of interest income by investing in  high-yielding  debt
securities, with short and medium to long-term maturities.  Investment in medium
(i.e.,  with  maturities  from  five to ten  years)  to  long-term  (i.e.,  with
maturities  over ten  years)  debt  securities  may also be made  with a view to
realizing capital  appreciation when the Fund's investment adviser believes that
interest rates on such investments may decline,  thereby increasing their market
value.

         Normally,  the Fund  anticipates that  approximately  half of the fixed
income  portion  of  the  Fund's   portfolio  will  be  invested  in  marketable
obligations  of,  or  guaranteed  by,  the  U.S.  government,  its  agencies  or
instrumentalities which are supported by the full faith and credit of the United
States or by the right of the  issuer to borrow  from the U.S.  Treasury.  These
include issues of the Treasury,  such as bills,  certificates  of  indebtedness,
notes and bonds, and issues of agencies and instrumentalities  established under
the  authority  of an act  of  Congress.  Agencies  or  instrumentalities  whose
securities  are  supported  by the full faith and  credit of the  United  States
include,  but are not limited to, the Federal  Housing  Administration,  Farmers
Home  Administration,  Export-Import  Bank of the United States,  Small Business
Administration  and  Government  National  Mortgage  Association.   Examples  of
agencies or instrumentalities whose securities are supported by the right of the
issuer to borrow from the Treasury include,  but are not limited to, the Federal
Home Loan Bank,  Federal  Intermediate  Credit Banks,  Federal National Mortgage
Association  and  Tennessee  Valley  Authority.  The balance will be invested in
corporate obligations rated no lower than A by Moody's or S&P.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  generally not exceed 100% for the equity portion of its portfolio and 200%
for the fixed income portion. The Fund may employ certain additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Foundation Fund

         The  investment  objectives of Evergreen  Foundation  Fund, in order of
priority,   are  reasonable   income,   conservation   of  capital  and  capital
appreciation.  The Fund seeks to achieve  these  objectives  by  investing  in a
combination of common stocks,  preferred stocks,  securities convertible into or
exchangeable for common stocks,  corporate and U.S. Government debt obligations,
and short-term debt instruments, such as commercial paper. Additionally,  income
from time to time may be  generated  by the  lending of  securities.  The Fund's
common stock  investments will include those which (at the time of purchase) pay
dividends and in the view of the Fund's  investment  adviser have  potential for
capital enhancement.

         The Fund may make  investments  in securities  regardless of whether or
not such securities are traded on a national securities  exchange.  The value of
portfolio  securities  and their  yields are  expected  to  fluctuate  over time
because of varying general economic and market  conditions.  Accordingly,  there
can be no assurance that the Fund's investment objectives will be achieved.  The
Fund's  objective  is a  fundamental  policy  and  may  not be  changed  without
shareholder approval.

         The Fund's asset  allocation  will vary from time to time in accordance
with  changing  economic  and market  conditions,  including:  inflation  rates,
business  cycle  trends,  business  regulations  and  tax  law  impacts  on  the
investment   markets.   The   composition  of  its  portfolio  will  be  largely
unrestricted  and subject to the  discretion of the Fund's  investment  adviser.
Under normal  circumstances,  the Fund  anticipates that at least 25% of its net
assets will consist of fixed income securities.  The balance will be invested in
equity securities (including securities convertible into equity securities).

         In selecting fixed income securities for the Fund's portfolio, emphasis
will be placed on issues  expected to fluctuate  little in value other than as a
result of changes in  prevailing  interest  rates.  The market value of the debt
obligations in the Fund's portfolio can be expected to vary inversely to changes
in prevailing  interest rates. The Fund may at times emphasize the generation of
interest  income by  investing in  high-yielding  debt  securities,  with short,
medium or long-term maturities. While fixed income investments will generally be
made for the purpose of generating  interest  income,  investments  in medium to
long-term debt  securities  (i.e.,  those with maturities from five to ten years
and those with maturities over ten years,  respectively) may be made with a view
to realizing capital  appreciation  when the Fund's investment  adviser believes
changes  in  interest  rates  will  lead to an  increase  in the  value  of such
securities. The fixed income portion of the Fund's portfolio may include:

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

         2.  Corporate obligations rated no lower than A by Moody's or S&P.

         3. Obligations of banks or banking  institutions having total assets of
more  than $2  billion  which  are  members  of the  Federal  Deposit  Insurance
Corporation.

         4. Commercial  paper of high quality (rated no lower than A-2 by S&P or
Prime-2  by  Moody's  or,  if not  rated,  issued  by  companies  which  have an
outstanding  long-term  debt  issue  rated  AAA  or AA by  S&P  or  Aaa or Aa by
Moody's).

Certain  obligations may be entitled to the benefit of standby letters of credit
or  similar  commitments  issued by banks  and,  in such  instances,  the Fund's
investment  adviser  will  take  into  account  the  obligation  of the  bank in
assessing the quality of such security.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  generally not exceed 100% for the equity portion of its portfolio and 200%
for the fixed income portion. The Fund may employ certain additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Total Return Fund

         The investment objective of Evergreen Total Return Fund is to achieve a
return consisting of current income and capital appreciation in the value of its
shares.  The  emphasis  on  current  income  and  capital  appreciation  will be
relatively  equal  although,  over  time,  changes  in the  outlook  for  market
conditions  and the  level of  interest  rates  will  cause the Fund to vary its
emphasis between these two elements in its search for the optimum return for its
shareholders.  The Fund  seeks  to  achieve  its  investment  objective  through
investments in common stocks,  preferred stocks,  securities convertible into or
exchangeable for common stocks and fixed income securities.  The Fund may invest
up to 20% of its total  assets  in the  securities  of  foreign  issuers  either
directly or in the form of ADRs,  European Depository Receipts ("EDRs") or other
securities  convertible  into securities of foreign  issuers.  The Fund may also
write covered call  options.  The Fund's  investment  objective is a fundamental
policy.  There can be no assurance that the Fund's investment  objective will be
achieved.

         To the extent that the Fund seeks capital appreciation, it expects that
its investments  will provide growth over the long-term.  Investments,  however,
may be made on occasion for the purpose of short-term  capital  appreciation  if
the Fund believes that such investments will benefit its shareholders.

         The  Fund may make  investments  in  securities  (other  than  options)
regardless of whether or not such securities are traded on a national securities
exchange.  The  value of  portfolio  securities  and  their  yields,  as well as
opportunities  to realize net gains from a covered call options writing program,
are expected to  fluctuate  over time  because of varying  general  economic and
market conditions.

         The Fund's  portfolio  will vary over time  depending upon the economic
outlook and market conditions.  The composition of its portfolio will be largely
unrestricted  and subject to the  discretion of the Fund's  investment  adviser.
Ordinarily,  the Fund anticipates that  approximately  75% of its portfolio will
consist of equity  securities  and the other 25% of debt  securities  (including
convertible  debt  securities).  As of March 31,  1993 and 1994 and  January 31,
1995,  approximately  88%, 96% and 91%,  respectively,  of the Fund's  portfolio
consisted of equity securities. The balance of the Fund's portfolio consisted of
debt securities (including convertible debt securities).  If, in the judgment of
the Fund's investment adviser, the appreciation  potential for equity securities
exceeds the return  available  from debt  securities or  government  securities,
investments in equity securities could exceed 75% of the Fund's portfolio.  Most
equity investments, however, will be income producing. The quality standards for
debt  securities  include:  Obligations of banks having total assets of at least
one billion  dollars  which are members of the FDIC;  commercial  paper rated no
lower than P-2 by Moody's or A-2 by S&P;  and  non-convertible  debt  securities
rated no lower than Baa by Moody's or BBB by Standard & Poor's. Securities rated
Baa or BBB may have speculative  characteristics.  See the discussion above with
respect to Evergreen Value Fund.

         It is anticipated that the annual portfolio  turnover rate for the Fund
may exceed 100%. The Fund may employ certain  additional  investment  strategies
which are discussed in "Investment Practices and Restrictions", below.

INVESTMENT PRACTICES AND RESTRICTIONS

Defensive  Investments.  The Funds may invest without limitation in high quality
money market  instruments,  such as notes,  certificates  of deposit or bankers'
acceptances,  or U.S.  government  securities  if, in the  opinion of the Funds'
investment advisers,  market conditions warrant a temporary defensive investment
strategy.

Portfolio Turnover and Brokerage.  A portfolio turnover rate of 100% would occur
if all of a Fund's portfolio securities were replaced in one year. The portfolio
turnover rate experienced by a Fund directly affects  brokerage  commissions and
other  transaction  costs  which  the Fund must  pay.  A high rate of  portfolio
turnover will increase such costs. It is contemplated that Lieber & Company,  an
affiliate  of Evergreen  Asset and a member of the New York and  American  Stock
Exchanges,  will  to the  extent  practicable  effect  substantially  all of the
portfolio transactions for the Evergreen Total Return Fund, Evergreen Growth and
Income Fund, Evergreen American Retirement Fund and Evergreen Foundation Fund on
those exchanges.  The portfolio  turnover rate for each Fund is set forth in the
tables  contained  in the  section  entitled  "Financial  Highlights".  See  the
Statement  of  Additional  Information  for further  information  regarding  the
brokerage allocation practices of the Funds.

Borrowing.  As a matter of  fundamental  policy,  the  Funds,  except  Evergreen
American  Retirement Fund, may not borrow money except as a temporary measure to
facilitate  redemption  requests or for  extraordinary  or  emergency  purposes.
Evergreen  American  Retirement  Fund may borrow for purposes of  leverage.  The
proceeds from  borrowings  may be used to facilitate  redemption  requests which
might otherwise require the untimely  disposition of portfolio  securities.  The
specific  limits  applicable  to  borrowing  by each  Fund are set  forth in the
Statement of Additional Information.

Lending  of  Portfolio  Securities.  In order to  generate  income and to offset
expenses, the Funds may lend portfolio securities to brokers,  dealers and other
financial  institutions.   The  Funds'  investment  advisers  will  monitor  the
creditworthiness  of such  borrowers.  Loans of securities by the Funds,  if and
when made,  may not  exceed 30% of the value of the net assets of the  Evergreen
Total  Return  Fund,  Evergreen  Growth and Income Fund and  Evergreen  American
Retirement Fund, 30% of the net assets of the Evergreen  Foundation Fund, and 5%
of the value of the total assets of Evergreen  Balanced Fund and Evergreen Value
Fund, and must be collateralized by cash or U.S. Government  securities that are
maintained  at all  times in an  amount  equal to at least  100% of the  current
market value of the securities  loaned,  including accrued interest.  While such
securities  are on  loan,  the  borrower  will pay a Fund  any  income  accruing
thereon,  and the Fund may invest the cash  collateral in portfolio  securities,
thereby  increasing  its  return.  Any gain or loss in the  market  price of the
loaned  securities  which occurs during the term of the loan would affect a Fund
and its investors. A Fund has the right to call a loan and obtain the securities
loaned at any time on notice of not more than five business days. A Fund may pay
reasonable fees in connection with such loans.

         There  is  the  risk  that  when  lending  portfolio  securities,   the
securities  may not be  available  to a Fund on a timely basis and the Fund may,
therefore,  lose the opportunity to sell the securities at a desirable price. In
addition,  in the event that a borrower of securities  would file for bankruptcy
or become insolvent,  disposition of the securities may be delayed pending court
action.

Short Sales. The Evergreen Total Return Fund,  Evergreen Growth and Income Fund,
Evergreen  Balanced  Fund,  Evergreen  American  Retirement  Fund and  Evergreen
Foundation Fund may, as a defensive strategy, make short sales of securities.  A
short sale occurs when a seller sells a security and makes delivery to the buyer
by borrowing the security. Short sales of a security are generally made in cases
where the seller  expects  the  market  value of the  security  to  decline.  To
complete  a short  sale,  the seller  must  replace  the  security  borrowed  by
purchasing it at the market price at the time of  replacement,  or by delivering
securities from the seller's own position to the lender. In the event the market
value of a security sold short were to increase, the seller would realize a loss
to the extent  that the cost of  purchasing  the  security  for  delivery to the
lender were greater than the proceeds  from the short sale. In the event a short
sale is completed by delivery of  securities to the lender from the seller's own
position,  the seller would forego any gain that would  otherwise be realized on
such securities. The Evergreen American Retirement Fund and Evergreen Foundation
Fund may only make short  sales  "against  the box" which  means it must own the
securities  sold short,  or other  securities  convertible  into, or which carry
rights to acquire, such securities.

Illiquid or Restricted  Securities.  Evergreen Growth and Income Fund, Evergreen
American Retirement Fund,  Evergreen  Foundation Fund and Evergreen Total Return
Fund may invest up to 15% of their net assets,  and Evergreen  Balanced Fund and
Evergreen  Value  Fund may  invest up to 10% of their net  assets,  in  illiquid
securities  and other  securities  which are not readily  marketable,  including
non-negotiable  time deposits,  certain restricted  securities not deemed by the
Trustees to be liquid and  repurchase  agreements  with  maturities  longer than
seven  days.  Securities  eligible  for resale  pursuant  to Rule 144A under the
Securities  Act of 1933,  which have been  determined to be liquid,  will not be
considered  by the Funds'  investment  advisers  to be  illiquid  or not readily
marketable and,  therefore,  are not subject to the  aforementioned  15% or 10 %
limits. The inability of a Fund to dispose of illiquid or not readily marketable
investments  readily or at a reasonable price could impair the Fund's ability to
raise cash for  redemptions  or other  purposes.  The  liquidity  of  securities
purchased by a Fund which are eligible for resale  pursuant to Rule 144A will be
monitored by the Funds' investment advisers on an ongoing basis,  subject to the
oversight of the Trustees.  In the event that such a security is deemed to be no
longer liquid,  a Fund's holdings will be reviewed to determine what action,  if
any, is required to ensure that the  retention of such  security does not result
in a Fund having more than 15%, or with respect to Evergreen  Value Fund 10%, of
its assets invested in illiquid or not readily marketable securities.

Repurchase  Agreements and Reverse Repurchase  Agreements.  Evergreen Growth and
Income Fund,  Evergreen Balanced Fund,  Evergreen Value Fund and Evergreen Total
Return  Fund may enter  into  repurchase  agreements  with  member  banks of the
Federal  Reserve  System,  including  the  Custodian or primary  dealers in U.S.
Government  securities.  A repurchase  agreement is an  arrangement  pursuant to
which a buyer purchases a security and simultaneously agrees to resell it to the
vendor at a price that results in an agreed-upon  market rate of return which is
effective  for the period of time (which is normally one to seven days,  but may
be longer)  the  buyer's  money is invested  in the  security.  The  arrangement
results in a fixed  rate of return  that is not  subject to market  fluctuations
during the holding period. A Fund requires  continued  maintenance of collateral
with  its  Custodian  in an  amount  at  least  equal  to the  repurchase  price
(including accrued  interest).  In the event a vendor defaults on its repurchase
obligation,  a Fund might suffer a loss to the extent that the proceeds from the
sale of the  collateral  were  less than the  repurchase  price.  If the  vendor
becomes  the  subject  of  bankruptcy  proceedings,  a Fund  might be delayed in
selling  the  collateral.   The  Funds'  investment  advisers  will  review  and
continually  monitor the  creditworthiness of each institution with which a Fund
enters into a repurchase agreement to evaluate these risks.

         Evergreen  Balanced Fund and  Evergreen  Value Fund may borrow money by
entering  into a  "reverse  repurchase  agreement"  by which it  agrees  to sell
portfolio securities to financial institutions such as banks and broker-dealers,
and to repurchase them at a mutually  agreed upon date and price,  for temporary
or  emergency  purposes.  At the time the Fund enters into a reverse  repurchase
agreement, it will place in a segregated custodial account cash, U.S. government
securities or liquid high grade debt  obligations  having a value at least equal
to the  repurchase  price  (including  accrued  interest) and will  subsequently
monitor the account to ensure that such equivalent value is maintained.  Reverse
repurchase  agreements  involve the risk that the market value of the securities
sold by the Fund may decline  below the  repurchase  price of those  securities.
Each Fund will not enter into reverse repurchase  agreements exceeding 5% of the
value of its total assets.

When-Issued  and Delayed  Delivery  Transactions.  Evergreen  Balanced  Fund and
Evergreen  Value  Fund may  purchase  securities  on a  when-issued  or  delayed
delivery basis.  These  transactions  are arrangements in which a Fund purchases
securities  with payment and delivery  scheduled for a future time. The seller's
failure to complete these transactions may cause a Fund to miss a price or yield
considered  to be  advantageous.  Settlement  dates may be a month or more after
entering  into  these  transactions,  and the  market  values of the  securities
purchased may vary from the purchase prices. Accordingly, a Fund may pay more or
less than the market value of the securities on the  settlement  date. The Funds
may dispose of a commitment prior to settlement if the Funds investment  adviser
deems  it  appropriate  to  do  so.  In  addition,  the  Funds  may  enter  into
transactions  to sell their  purchase  commitments  to third  parties at current
market values and  simultaneously  acquire other commitments to purchase similar
securities at later dates.  The Funds may realize  short-term  profits or losses
upon the sale of such commitments.

Fixed Income Securities - Downgrades.  If any security invested in by any of the
Funds loses its rating or has its rating  reduced  after the Fund has  purchased
it, the Fund is not required to sell or otherwise  dispose of the security,  but
may consider doing so.

Options and Futures.  Each of Evergreen Total Return Fund,  Evergreen Growth and
Income  Fund and  Evergreen  American  Retirement  Fund may write  covered  call
options on certain portfolio securities in an attempt to earn income and realize
a higher return on its portfolio.  A call option may not be written by the Funds
if, afterwards,  securities  comprising more than 25% of the market value of the
equity securities of Evergreen Growth and Income Fund and Evergreen Total Return
Fund, or 15% of the market value of the equity securities of Evergreen  American
Retirement  Fund would be subject to call options.  A Fund realizes  income from
the premium  paid to it in exchange  for  writing the call  option.  Once it has
written a call option on a portfolio  security and until the  expiration of such
option,  a Fund forgoes the  opportunity  to profit from increases in the market
price of such  security  in excess  of the  exercise  price of the call  option.
Should the price of the  security on which a call has been  written  decline,  a
Fund retains the risk of loss,  which would be offset to the extent the Fund has
received premium income. A Fund will only write "covered" call options traded on
U.S. national securities exchanges. An option will be deemed covered when a Fund
either (i) owns the security (or securities  convertible  into such security) on
which the  option  has been  written  in an amount  sufficient  to  satisfy  the
obligations  arising under the option; or (ii) a Fund's Custodian maintains cash
or high-grade liquid debt securities belonging to the Fund in an amount not less
that the amount needed to satisfy the Fund's obligations with respect to options
written on securities it does not own. A "closing  purchase  transaction" may be
entered into with respect to a call option  written by a Fund for the purpose of
closing its position.

         Evergreen  Balanced Fund and Evergreen Value Fund may engage in options
and  futures  transactions.  Options and futures  transactions  are  intended to
enable a Fund to manage  market,  interest rate or exchange  rate risk,  and the
Funds do not use these transactions for speculation or leverage.

         Evergreen  Balanced Fund and Evergreen  Value Fund may attempt to hedge
all or a portion of their  portfolios  through the purchase of both put and call
options  on their  portfolio  securities  and listed  put  options on  financial
futures  contracts  for portfolio  securities.  The Funds may also write covered
call options on their portfolio  securities to attempt to increase their current
income. The Funds will maintain their positions in securities, option rights and
segregated  cash  subject to puts and calls  until the  options  are  exercised,
closed or have expired. An option position may be closed out only on an exchange
which  provides a secondary  market for an option of the same series.  The Funds
may purchase listed put options on financial  futures  contracts.  These options
will be used only to protect  portfolio  securities  against  decreases in value
resulting from market factors such as an anticipated increase in interest rates.

         The Funds may write  (i.e.,  sell)  covered  call and put  options.  By
writing a call option, a Fund becomes obligated during the term of the option to
deliver the securities underlying the option upon payment of the exercise price.
By writing a put option, a Fund becomes  obligated during the term of the option
to purchase the  securities  underlying  the option at the exercise price if the
option is exercised. The Funds may also write straddles (combinations of covered
puts and calls on the same underlying security).

         Evergreen  Balanced  Fund and  Evergreen  Value  Fund  may  only  write
"covered" options.  This means that so long as a Fund is obligated as the writer
of a call option,  it will own the underlying  securities  subject to the option
or, in the case of call  options  on U.S.  Treasury  bills,  the Fund  might own
substantially  similar U.S. Treasury bills. A Fund will be considered  "covered"
with  respect to a put option it writes  if, so long as it is  obligated  as the
writer of the put option,  it deposits  and  maintains  with its  custodian in a
segregated  account  liquid  assets  having a value equal to or greater than the
exercise price of the option.

         The  principal  reason for  writing  call or put  options is to obtain,
through a receipt of premiums,  a greater  current return than would be realized
on the underlying  securities  alone. The Funds receive a premium from writing a
call or put option which they retain whether or not the option is exercised.  By
writing  a call  option,  the Funds  might  lose the  potential  for gain on the
underlying  security  while the option is open,  and by writing a put option the
Funds might become obligated to purchase the underlying securities for more than
their current market price upon exercise.

         Evergreen  Balanced Fund and  Evergreen  Value Fund may also, as stated
previously,  purchase futures contracts and options thereon.  A futures contract
is a firm commitment by two parties:  the seller, who agrees to make delivery of
the specific type of instrument called for in the contract ("going short"),  and
the buyer,  who agrees to take delivery of the  instrument  ("going  long") at a
certain time in the future. Financial futures contracts call for the delivery of
particular  debt  instruments  issued or guaranteed  by the U.S.  Treasury or by
specific agencies or instrumentalities  of the U.S. government.  If a Fund would
enter into financial futures  contracts  directly to hedge its holdings of fixed
income  securities,  it would enter into  contracts to deliver  securities at an
undetermined  price (i.e., "go short") to protect itself against the possibility
that the prices of its fixed  income  securities  may decline  during the Fund's
anticipated holding period. A Fund would "go long" (agree to purchase securities
in the  future at a  predetermined  price) to hedge  against a decline in market
interest rates.

         The Funds may also  enter into  currency  and other  financial  futures
contracts  and write options on such  contracts.  The Funds intend to enter into
such contracts and related  options for hedging  purposes.  The Funds will enter
into futures on securities, currencies or index-based futures contracts in order
to hedge against changes in interest or exchange rates or securities  prices.  A
futures  contract on  securities  or  currencies  is an agreement to buy or sell
securities or currencies  during a designated  month at whatever price exists at
that time. A futures  contact on a securities  index does not involve the actual
delivery of  securities,  but merely  requires the payment of a cash  settlement
based on  changes  in the  securities  index.  The Funds do not make  payment or
deliver securities upon entering into a futures contract. Instead, they put down
a margin  deposit,  which is  adjusted  to  reflect  changes in the value of the
contract and which remains in effect until the contract is terminated.

         The Funds may sell or purchase  currency  and other  financial  futures
contracts. When a futures contract is sold by a Fund, the profit on the contract
will tend to rise  when the value of the  underlying  securities  or  currencies
declines and to fall when the value of such securities or currencies  increases.
Thus, the Funds sell futures  contracts in order to offset a possible decline in
the profit on their securities or currencies. If a futures contract is purchased
by a Fund,  the  value of the  contract  will tend to rise when the value of the
underlying securities or currencies increases and to fall when the value of such
securities or currencies declines.

         The Funds may enter into  closing  purchase  and sale  transactions  in
order to  terminate a futures  contract and may buy or sell put and call options
for the purpose of closing out their  options  positions.  The Funds  ability to
enter into closing  transactions depends on the development and maintenance of a
liquid  secondary  market.  There is no assurance that a liquid secondary market
will exist for any particular  contract or at any particular  time. As a result,
there  can be no  assurance  that  the  Funds  will  be able  to  enter  into an
offsetting  transaction  with respect to a  particular  contract at a particular
time.  If the Funds are not able to enter into an  offsetting  transaction,  the
Funds will  continue  to be  required  to  maintain  the margin  deposits on the
contract and to complete the contract  according to its terms, in which case the
Funds would continue to bear market risk on the transaction.

Risk  Characteristics  of Options  and  Futures.  Although  options  and futures
transactions  are  intended  to enable the Funds to manage  market,  exchange or
interest rate risks,  these investment  devices can be highly volatile,  and the
Funds use of them can result in poorer  performance  (i.e., the Funds return may
be  reduced).  The Funds  attempt to use such  investment  devices  for  hedging
purposes  may not be  successful.  Successful  futures  strategies  require  the
ability to predict  future  movements in securities  prices,  interest rates and
other  economic  factors.  When the Funds use  financial  futures  contract  and
options on financial  futures contract as hedging devices,  there is a risk that
the prices of the  securities  subject to the  financial  futures  contracts and
options on financial  futures  contracts  may not correlate  perfectly  with the
prices of the securities in the Funds' portfolios.  This may cause the financial
futures contract and any related options to react to market changes  differently
than the portfolio securities.  In addition,  the Funds investment adviser could
be incorrect in its  expectations and forecasts about the direction or extent of
market  factors,  such as interest rates,  securities  price movements and other
economic  factors.  Even if the  Funds  investment  adviser  correctly  predicts
interest rate  movements,  a hedge could be unsuccessful if changes in the value
of a Fund's  futures  position did not correspond to changes in the value of its
financial  futures  contracts.  It is not certain  that a  secondary  market for
positions in  financial  futures  contracts or for options on financial  futures
contracts will exist at all times.  Although the Funds  investment  adviser will
consider  liquidity before entering into financial  futures contracts or options
on financial futures contracts transactions, there is no assurance that a liquid
secondary market on an exchange will exist for any particular  financial futures
contract or option on a financial  futures  contract at any particular time. The
Funds ability to establish and close out financial futures contracts and options
on financial  futures contract  positions depends on this secondary market. If a
Fund is unable to close out its  position  due to  disruptions  in the market or
lack of  liquidity,  the Fund may lose money on the futures  contract or option,
and the losses to the Fund could be significant.

Special Risk Considerations

Investment  in  Foreign  Securities.  Evergreen  Total  Return  Fund,  Evergreen
Balanced  Fund and  Evergreen  Value  Fund may  invest  in  foreign  securities.
Investments in foreign securities  require  consideration of certain factors not
normally associated with investments in securities of U.S. issuers. For example,
a change in the value of any foreign  currency  relative to the U.S. dollar will
result  in a  corresponding  change  in the  U.S.  dollar  value  of  securities
denominated in that currency.  Accordingly, a change in the value of any foreign
currency  relative to the U.S. dollar will result in a  corresponding  change in
the U.S.  dollar value of the assets of the Fund  denominated  or traded in that
currency.  If the value of a particular  foreign  currency falls relative to the
U.S.  dollar,  the U.S. dollar value of the assets of a Fund denominated in such
currency  will also fall.  The  performance  of a Fund will be  measured in U.S.
dollars.

         Securities  markets of foreign  countries  generally are not subject to
the same degree of regulation  as the U.S.  markets and may be more volatile and
less liquid.  Lack of liquidity may affect a Fund's  ability to purchase or sell
large blocks of securities  and thus obtain the best price.  The lack of uniform
accounting  standards  and  practices  among  countries  impairs the validity of
direct  comparisons of valuation  measures (such as  price/earnings  ratios) for
securities  in  different  countries.  In  addition,  a  Fund  may  incur  costs
associated  with currency  hedging and the  conversion of foreign  currency into
U.S. dollars and may be adversely  affected by restrictions on the conversion or
transfer of foreign currency.  Other considerations include political and social
instability,   expropriation,   the  lack  of  available   information,   higher
transaction costs (including  brokerage  charges),  increased  custodian charges
associated with holding foreign securities and different  securities  settlement
practices. Settlement periods for foreign securities, which are sometimes longer
than those for securities of U.S. issuers, may affect portfolio liquidity. These
different settlement practices may cause missed purchasing  opportunities and/or
the loss of interest on money market and debt investments pending further equity
or long-term debt investments.  In addition,  foreign  securities held by a Fund
may be traded on days  that the Fund  does not value its  portfolio  securities,
such as Saturdays and customary business holidays,  and,  accordingly,  a Fund's
net asset value may be significantly  affected on days when  shareholders do not
have access to the Fund.

         Additionally,  accounting procedures and government  supervision may be
less  stringent  than those  applicable to U.S.  companies.  It may also be more
difficult to enforce  contractual  obligations  abroad than would be the case in
the  United  States  because  of  differences  in  the  legal  systems.  Foreign
securities may be subject to foreign taxes,  which may reduce yield,  and may be
less  marketable  than  comparable  U.S.  securities.   All  these  factors  are
considered by each Fund's investment adviser before making any of these types of
investments.

         ADRs and EDRs and  other  securities  convertible  into  securities  of
foreign  issuers may not  necessarily be denominated in the same currency as the
securities  into which they may be  converted  but rather in the currency of the
market  in which  they are  traded.  ADRs are  receipts  typically  issued by an
American bank or trust company which evidence ownership of underlying securities
issued by a foreign corporation.  EDRs are receipts issued in Europe by banks or
depositories which evidence a similar ownership arrangement.  Generally ADRs, in
registered  form, are designed for use in United States  securities  markets and
EDRs, in bearer form, are designed for use in European securities markets.

Investments  Related  to  Real  Estate.  Risks  associated  with  investment  in
securities  of companies in the real estate  industry  include:  declines in the
value of real estate,  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition,   increases  in  property  taxes  and
operating  expenses,  changes in zoning laws,  casualty or condemnation  losses,
variations  in rental  income,  changes in  neighborhood  values,  the appeal of
properties to tenants and increase in interest rates.  In addition,  equity real
estate  investment  trusts  may be  affected  by  changes  in the  value  of the
underlying  property owned by the trusts,  while mortgage real estate investment
trusts may be affected by the quality of credit  extended.  Equity and  mortgage
real estate investment trusts are dependent upon management  skills,  may not be
diversified and are subject to the risks of financing projects.  Such trusts are
also  subject  to heavy  cash  flow  dependency,  defaults  by  borrowers,  self
liquidation and the possibility of failing to qualify for tax-free  pass-through
of income under the Internal Revenue Code (the "Code") and to maintain exemption
from the  Investment  Company Act of 1940,  as amended (the "1940 Act").  In the
event an issuer of debt securities  collateralized by real estate defaulted,  it
is conceivable that a Fund could end up holding the underlying real estate.

Other  Investment  Restrictions.  Each Fund has  adopted  additional  investment
restrictions  that are set forth in the  Statement  of  Additional  Information.
Unless  otherwise  noted,  the restrictions and policies set forth above are not
fundamental and may be changed without shareholder  approval.  Shareholders will
be notified of any changes in policies that are not fundamental.

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

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

INVESTMENT ADVISERS

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

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

         As investment adviser to Evergreen Total Return Fund,  Evergreen Growth
and Income Fund,  Evergreen  American  Retirement Fund and Evergreen  Foundation
Fund,  Evergreen  Asset  manages  each  Fund's  investments,   provides  various
administrative  services  and  supervises  each Fund's daily  business  affairs,
subject to the authority of the Trustees. Evergreen Asset is entitled to receive
a from each of Evergreen Total Return Fund and Evergreen  Growth and Income Fund
fee equal to 1% of average daily net assets on an annual basis on the first $750
million in assets,  .9 of 1% of average  daily net assets on an annual  basis on
the next $250 million in assets,  and .8 of 1% of average daily net assets on an
annual basis on assets over $1 billion.  Evergreen  Asset is entitled to receive
from  Evergreen  Foundation  Fund a fee equal to .875 of 1% of average daily net
assets on an annual  basis on the first $750  million  in  assets,  .75 of 1% of
average  daily net assets on an annual basis on the next $250 million in assets,
and .7 of 1% of average  daily net assets on an annual  basis on assets  over $1
billion, and from Evergreen American Retirement Fund a fee equal to .75 of 1% of
average  daily net assets on an annual  basis on the first $1 billion in assets,
and .7 of 1% of average  daily net assets on an annual  basis on assets  over $1
billion.  The fee paid by Evergreen  Total Return Fund and Evergreen  Growth and
Income Fund is higher than the rate paid by most other investment companies. The
total  expenses  of each Fund for the  fiscal  year  ended  December  31,  1994,
expressed as a percentage of average daily net assets on an annual basis are set
forth in the section entitled "Financial Highlights".

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen Balanced Fund and Evergreen Value Fund and, as compensation  therefor,
is  entitled  to receive  an annual fee equal to .50 of 1% of average  daily net
assets of each  Fund.  The total  annualized  operating  expenses  of  Evergreen
Balanced Fund and  Evergreen  Value Fund for their most recent fiscal year ended
December 31, 1994, are set forth in the section entitled "Financial Highlights".
Evergreen Asset serves as administrator to Evergreen Balanced Fund and Evergreen
Value  Fund and is  entitled  to  receive a fee based on the  average  daily net
assets of these  Funds at a rate based on the total  assets of the mutual  funds
administered  by Evergreen  Asset for which CMG or Evergreen Asset also serve as
investment adviser,  calculated in accordance with the following schedule: .050%
of the  first $7  billion;  .035% on the next $3  billion;  .030% on the next $5
billion;  .020% on the next $10 billion; .015% on the next $5 billion; and .010%
on assets in excess of $30  billion.  Furman  Selz  Incorporated,  the parent of
Evergreen Funds Distributor, Inc., distributor for the Evergreen group of mutual
funds,  serves as  sub-administrator  to Evergreen  Balanced  Fund and Evergreen
Value Fund and is  entitled  to receive a fee from each Fund  calculated  on the
average daily net assets of each Fund at a rate based on the total assets of the
mutual funds  administered  by Evergreen  Asset for which CMG or Evergreen Asset
also serve as investment  adviser,  calculated in accordance  with the following
schedule:  .0100% of the first $7 billion; .0075% on the next $3 billion; .0050%
on the next $15  billion;  and  .0040% on assets in excess of $25  billion.  The
total assets of the mutual funds  administered  by Evergreen Asset for which CMG
or  Evergreen  Asset  serve as  investment  adviser  as of March  31,  1995 were
approximately $8 billion.

         The portfolio  manager for  Evergreen  Total Return Fund is Nola Maddox
Falcone,  C.F.A.,  who is President and Co-Chief  Executive Officer of Evergreen
Asset. Ms. Falcone has served as the principal manager of Evergreen Total Return
Fund since 1985. The portfolio manager for Evergreen  Foundation Fund is Stephen
A.  Lieber,  who is Chairman  and Co-Chief  Executive  Officer of the  Evergreen
Asset.  Mr.  Lieber  has  served  as such  Fund's  principal  manager  since its
inception.  The portfolio manager for Evergreen Growth and Income Fund is Edmund
H. Nicklin,  Jr. C.F.A. Mr. Nicklin has served as the Fund's  principal  manager
since its inception.  The portfolio  manager for Evergreen  American  Retirement
Fund is Irene D. O'Neill,  C.F.A. Ms. O'Neill has served as the Fund's principal
manager since its inception.  Each of the  aforementioned  individuals  has been
associated with the Evergreen Asset and its predecessor since prior to 1989.

         The portfolio  manager for Evergreen  Balanced Fund since its inception
in January  1991 is R. Dean Hawes,  who is a Vice  President  of FUNB and is the
Director of Employee Benefit Portfolio Management. Mr. Hawes joined FUNB in 1981
after  spending  five years with  Merrill  Lynch,  Pierce,  Fenner,  & Smith and
Townsend Investments.  William T. Davis, Jr., the portfolio manager of Evergreen
Value Fund since  March,  1991,  is a Vice  President  of FUNB and has been with
First Union since 1986. Prior to that, Mr. Davis served as a securities  analyst
for Seibels Bruce (Insurance) Group.

SUB-ADVISER

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

DISTRIBUTION PLANS AND AGREEMENTS

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

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

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

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

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

HOW TO BUY SHARES

         You can  purchase  shares of any of the Funds  through  broker-dealers,
banks or other financial  intermediaries,  or directly  through EFD. The minimum
initial investment is $1,000,  which may be waived in certain situations.  There
is no minimum for subsequent investments. Investments of $25 or more are allowed
under the systematic  investment program.  Share certificates are not issued for
Class A, Class B and Class C shares.  In states where EFD is not registered as a
broker-dealer shares of a Fund will only be sold through other broker-dealers or
other  financial  institutions  that  are  registered.  See the  Share  Purchase
Application and Statement of Additional  Information for more information.  Only
Class A, Class B and Class C shares are offered  through  this  Prospectus  (See
"General Information" - "Other Classes of Shares").

Class A  Shares-Front-End  Sales Charge  Alternative.  You can purchase  Class A
shares at net asset value plus an initial sales charge, as follows:

                              Initial Sales Charge

 ------------------------ ----------------- --------------- ------------------
                                                            Commission to 
                                                            Dealer/Agent
                          as a % of the Net as a % of the   as a % of 
 Amount of Purchase       Amount Invested   Offering Price  Offering Price
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------

 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 Less than $100,000             4.99%             4.75%                 4.25%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $100,000 - $249,999            3.90%             3.75%                 3.25%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $250,000 - $499,999            3.09%             3.00%                 2.50%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $500,000 - $999,999            2.04%             2.00%                 1.75%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $1,000,000 - $2,499,999        1.01%             1.00%                 1.00%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 Over $2,500,000                  .25%             .25%                  .25%
 ------------------------ ----------------- --------------- ------------------

         No front-end sales charges are imposed on Class A shares  purchased by:
institutional investors, which may include bank trust departments and registered
investment advisers; investment advisers,  consultants or financial planners who
place  trades for their own  accounts or the  accounts of their  clients and who
charge such clients a management,  consulting, advisory or other fee; clients of
investment  advisers  or  financial  planners  who  place  trades  for their own
accounts if the  accounts  are linked to the master  account of such  investment
advisers or financial  planners on the books of the  broker-dealer  through whom
shares  are  purchased;  institutional  clients  of  broker-dealers,   including
retirement  and  deferred  compensation  plans and the trusts used to fund these
plans,  which place trades through an omnibus account  maintained with a Fund by
the  broker-dealer;  shareholders of record on October 12, 1990 in any series of
Evergreen  Investment  Trust in existence on that date, and the members of their
immediate  families;   employees  of  FUNB  and  its  affiliates,  EFD  and  any
broker-dealer  with whom EFD has entered into an agreement to sell shares of the
Funds,  and members of the immediate  families of such  employees;  and upon the
initial  purchase of an  Evergreen  mutual  fund by  investors  reinvesting  the
proceeds from a redemption  within the preceeding thirty days of shares of other
mutual funds,  provided such shares were  initially  purchased  with a front-end
sales charge or subject to a CDSC.  Certain  broker-dealers  or other  financial
institutions may impose a fee on transactions in shares of a Fund.

         Class A shares may also be  purchased  at net asset value by  qualified
and  non-qualified  employee  benefit and savings plans which make shares of the
Funds and the other Evergreen mutual funds available to their participants,  and
which:  (a) are employee  benefit plans having at least $1,000,000 in investable
assets, or 250 or more eligible  participants;  or (b) are non-qualified benefit
or profit sharing plans which are sponsored by an organization  which also makes
the  Evergreen  mutual  funds  available  through a qualified  plan  meeting the
criteria specified under (a). In connection with sales made to plans of the type
described in the  preceeding  sentence that are clients of  broker-dealers,  and
which do not qualify for sales at net asset value under the conditions set forth
in the paragraph above,  payments may be made in an amount equal to .50 of 1% of
the net asset value of shares  purchased.  These payments are subject to reclaim
in the event shares are redeemed within 12 months after purchase.

         When Class A shares are sold, EFD will normally retain a portion of the
applicable  sales  charge  and pay the  balance  to the  broker-dealer  or other
financial  intermediary through whom the sale was made. EFD may also pay fees to
banks  from  sales  charges  for  services  performed  on behalf  of the  bank's
customers in connection with the purchase of shares of the Funds. In addition to
compensation  paid at the time of sale,  entities  whose clients have  purchased
Class A shares  may  receive  a  trailing  commission  equal to .25 of 1% of the
average daily value on an annual basis of Class A shares held by their  clients.
Certain  purchases  of Class A shares may qualify for reduced  sales  charges in
accordance  with a  Fund's  Combined  Purchase  Privilege,  Cumulative  Quantity
Discount,  Statement of Intention,  Privilege for Certain  Retirement  Plans and
Reinstatement Privilege. Consult the Share Purchase Application and Statement of
Additional Information for additional information concerning these reduced sales
charges.

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

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

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

Class C Shares--Level-Load  Alternative. You can purchase Class C shares without
any initial sales charge and, therefore, the full amount of your investment will
be used to purchase Fund shares. However, you will pay a 1.0% CDSC if you redeem
shares  during  the first  year  after  purchase.  Class C shares  incur  higher
distribution  and/or  shareholder  service fees than Class A shares but,  unlike
Class B shares,  do not  convert to any other  class of shares of the Fund.  The
higher fees mean a higher expense ratio,  so Class C shares pay  correspondingly
lower dividends and may have a lower net asset value than Class A shares. Shares
obtained from dividend or distribution reinvestment are not subject to the CDSC.

         No contingent  deferred  sales charge will be imposed on Class C shares
purchased by institutional  investors,  and through employee benefit and savings
plans eligible for the exemption from front-end  sales charges  described  under
"Class A Shares-Front End Sales Charge Alternative",  above.  Broker-dealers and
other financial  intermediaries  whose clients have purchased Class C shares may
receive a trailing  commission  equal to .75 of 1% of the average daily value of
such shares on an annual basis held by their clients more than one year from the
date of purchase.  The payment of trailing commissions will commence immediately
with respect to shares eligible for exemption from the contingent deferred sales
charge normally applicable to Class C shares.

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

How the Funds Value Their Shares. The net asset value of each Class of shares of
a Fund is  calculated  by  dividing  the value of the  amount of the  Fund's net
assets  attributable  to that Class by the number of outstanding  shares of that
Class.  Shares are valued each day the New York Stock Exchange (the  "Exchange")
is open as of the close of regular trading  (currently 4:00 p.m.  Eastern time).
The securities in a Fund are valued at their current market value  determined on
the basis of market quotations or, if such quotations are not readily available,
such other methods as the Trustees believe would accurately  reflect fair value.
Non-dollar denominated securities will be valued as of the close of the Exchange
at the closing price of such securities in their principal trading market.

General.  The  decision  as to which Class of shares is more  beneficial  to you
depends  on the amount of your  investment  and the length of time you will hold
it. If you are making a large  investment,  thus  qualifying for a reduced sales
charge,  you  might  consider  Class A  shares.  If you  are  making  a  smaller
investment,  you might  consider  Class B shares since 100% of your  purchase is
invested immediately and since such shares will convert to Class A shares, which
incur lower ongoing  distribution charges and/or shareholder service fees, after
seven years. If you are unsure of the time period of your investment,  you might
consider  Class C shares since there are no initial sales charges and,  although
there is no conversion feature, the CDSC only applies to redemptions made during
the first year. Consult your financial intermediary for further information. The
compensation received by dealers and agents may differ depending on whether they
sell Class A, Class B or Class C shares.  There is no size limit on purchases of
Class A shares.

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

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

HOW TO REDEEM SHARES

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

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

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

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

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate this on the Share  Purchase  Application  and choose how the redemption
proceeds are to be paid.  Redemption proceeds will either (i) be mailed by check
to the  shareholder at the address in which the account is registered or (ii) be
wired to an account with the same registration as the shareholder's account in a
Fund at a designated  commercial bank. State Street currently  deducts a $5 wire
charge  from all  redemption  proceeds  wired.  This charge is subject to change
without  notice.  A shareholder  who decides  later to use this  service,  or to
change instructions  already given, should fill out a Shareholder  Services Form
and send it to State  Street  Bank and Trust  Company,  P.O.  Box 9021,  Boston,
Massachusetts 02205-9827, with such shareholder's signature guaranteed by a bank
or trust  company  (not a Notary  Public),  a member  firm of a  domestic  stock
exchange or by other financial  institutions  whose guarantees are acceptable to
State Street.  Shareholders should allow approximately ten days for such form to
be  processed.  The Funds  will  employ  reasonable  procedures  to verify  that
telephone requests are genuine.  These procedures include requiring some form of
personal  identification prior to acting upon instructions and tape recording of
conversations. If the Fund fails to follow such procedures, it may be liable for
any losses due to unauthorized or fraudulent instructions. The Fund shall not be
liable for following telephone  instructions  reasonably believed to be genuine.
Also, the Fund reserves the right to refuse a telephone  redemption  request, if
it is believed advisable to do so. Financial intermediaries may charge a fee for
handling telephonic  requests.  The telephone redemption option may be suspended
or terminated at any time without notice.

General.  The  redemption  of shares is a taxable  transaction  for  Federal tax
purposes.  Under  unusual  circumstances,  a Fund  may  suspend  redemptions  or
postpone  payment  for up to seven  days or  longer,  as  permitted  by  Federal
securities  law.  The Funds  reserve the right to close an account  that through
redemption  has  remained  below $1,000 for 30 days.  Shareholders  will receive
sixty days'  written  notice to increase the account value before the account is
closed.  The Funds have  elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which each Fund is obligated to redeem  shares solely in cash, up to
the lesser of $250,000 or 1% of a Fund's total net assets  during any ninety day
period for any one shareholder.  See the Statement of Additional Information for
further details.

EXCHANGE PRIVILEGE

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

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

         No CDSC  will be  imposed  in the event  Class B or Class C shares  are
exchanged for Class B or Class C shares, respectively, of other Evergreen mutual
funds.  If you  redeem  shares,  the CDSC  applicable  to the Class B or Class C
shares of the Evergreen  mutual fund  originally  purchased for cash is applied.
Also,  Class B shares will continue to age following an exchange for purposes of
conversion to Class A shares and determining the amount of the applicable CDSC.

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

Exchanges by Telephone and Mail. You may exchange  shares with a value of $1,000
or more by  telephone  by  calling  the phone  number on the front  page of this
Prospectus.  Exchange  requests  made  after  4:00 p.m.  (Eastern  time) will be
processed using the net asset value  determined on the next business day. During
periods of drastic  economic  or market  changes,  shareholders  may  experience
difficulty in effecting  telephone  exchanges.  You should follow the procedures
outlined  below for exchanges by mail if you are unable to reach State Street by
telephone. If you wish to use the telephone exchange service you should indicate
this on the Share Purchase  Application.  As noted above,  each Fund will employ
reasonable  procedures  to  confirm  that  instructions  for the  redemption  or
exchange of shares  communicated by telephone are genuine.  A telephone exchange
may be refused by a Fund or State  Street if it is believed  advisable to do so.
Procedures for exchanging Fund shares by telephone may be modified or terminated
at any time.  Written  requests for exchanges  should follow the same procedures
outlined for written redemption  requests in the section entitled "How to Redeem
Shares", however, no signature guarantee is required.

SHAREHOLDER SERVICES

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

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

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $10,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.

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

Investments  Through Employee Benefit and Savings Plans.  Certain  qualified and
non-qualified  benefit  and  savings  plans may make shares of the Funds and the
other Evergreen mutual funds available to their  participants.  Investments made
by such  employee  benefit plans may be exempt from  front-end  sales charges if
they meet the criteria set forth under  "Class A  Shares-Front  End Sales Charge
Alternative".  Each  Fund's  investment  adviser  may  provide  compensation  to
organizations providing administrative and recordkeeping services to plans which
make shares of the Evergreen mutual funds available to their participants.

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

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

EFFECT OF BANKING LAWS

         The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal  Reserve System  ("Member  Banks") or their
non-bank affiliates from sponsoring,  organizing,  controlling,  or distributing
the shares of registered open-end  investment  companies such as the Funds. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer. Evergreen
Asset,  since  it is a  subsidiary  of  FUNB,  and  CMG  are  subject  to and in
compliance with the aforementioned laws and regulations.

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative  decisions could result in CMG or Evergreen Asset being prevented
from continuing to perform the services  required under the investment  advisory
contract or from acting as agent in connection  with the purchase of shares of a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is  expected  that the  Trustees  would  identify,  and call  upon  each  Fund's
shareholders to approve, a new investment  adviser. If this were to occur, it is
not  anticipated  that the  shareholders  of any Fund would  suffer any  adverse
financial consequences.

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

         It is the  policy  of  each  Fund to  distribute  to  shareholders  its
investment  company taxable and tax-exempt income, if any, quarterly and any net
realized capital gains annually or more frequently as required as a condition of
continued  qualification  as a  regulated  investment  company  by the  Internal
Revenue  Code of 1986,  as amended (the  "Code").  Dividends  and  distributions
generally  are taxable in the year in which they are paid,  except any dividends
paid in January  that were  declared  in the  previous  calendar  quarter may be
treated as paid in December of the previous year.  Income  dividends and capital
gain distributions are automatically reinvested in additional shares of the Fund
making  the  distribution  at the net  asset  value  per  share at the  close of
business on the record date,  unless the  shareholder has made a written request
for payment in cash.

         Each Fund has  qualified  and  intends  to  continue  to  qualify to be
treated as a regulated investment company under the Code. While so qualified, it
is expected that each Fund will not be required to pay any Federal  income taxes
on that portion of its  investment  company  taxable income and any net realized
capital  gains  it   distributes  to   shareholders.   The  Code  imposes  a  4%
nondeductible excise tax on regulated investment  companies,  such as the Funds,
to the extent they do not meet certain  distribution  requirements by the end of
each  calendar   year.   Each  Fund   anticipates   meeting  such   distribution
requirements.  Most  shareholders of the Funds normally will have to pay Federal
income  taxes and any state or local taxes on the  dividends  and  distributions
they receive from a Fund whether such  dividends and  distributions  are made in
cash or in additional  shares.  Questions on how any distributions will be taxed
to the investor should be directed to the investor's own tax adviser.

         Under current law, the highest  Federal  income tax rate  applicable to
net long-term  capital gains realized by individuals is 28%. The rate applicable
to corporations  is 35%.  Certain income from a Fund may qualify for a corporate
dividends-received  deduction of 70%.  Following the end of each calendar  year,
every  shareholder  of the Fund  will be sent  applicable  tax  information  and
information  regarding the dividends and capital gain  distributions made during
the calendar year.

         A Fund may be subject to foreign  withholding  taxes which would reduce
the yield on its  investments.  Tax treaties  between certain  countries and the
United States may reduce or eliminate such taxes. Shareholders of a Fund who are
subject to United States Federal income tax may be entitled,  subject to certain
rules and  limitations,  to claim a Federal  income tax credit or deduction  for
foreign income taxes paid by a Fund. See the Statement of Additional Information
for additional  details. A Fund's  transactions in options,  futures and forward
contracts  may be  subject  to special  tax  rules.  These  rules can affect the
amount, timing and characteristics of distributions to shareholders.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate  form  supplied  by State  Street,  that your  social  security or
taxpayer identification number is correct and that you are not currently subject
to backup withholding or are exempt from backup  withholding.  A shareholder who
acquires Class A shares of a Fund and sells or otherwise disposes of such shares
within 90 days of  acquisition  may not be  allowed  to  include  certain  sales
charges  incurred in acquiring such shares for purposes of calculating  gain and
loss realized upon a sale or exchange of shares of the Fund.

         The foregoing discussion of Federal income tax consequences is based on
tax laws and  regulations  in  effect  on the  date of this  Prospectus,  and is
subject to change by  legislative  or  administrative  action.  As the foregoing
discussion  is  for  general  information  only,  you  should  also  review  the
discussion  of  "Additional  Tax  Information"  contained  in the  Statement  of
Additional Information.  In addition, you should consult your own tax adviser as
to the tax  consequences of investments in the Funds,  including the application
of state  and local  taxes  which  may be  different  from  Federal  income  tax
consequences described above.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the  performance  of Evergreen  Growth and Income Fund,
Evergreen  American  Retirement  Fund,  Evergreen  Foundation Fund and Evergreen
Total  Return  Fund for their most  recent  fiscal  year is set forth  below.  A
similar discussion  relating to Evergreen Balanced Fund and Evergreen Value Fund
is  contained  in the  annual  report of each  Fund for the  fiscal  year  ended
December 31, 1994.

Evergreen Growth and Income Fund

         The total return of the Class Y no-load shares of the Evergreen  Growth
and Income Fund was +1.69% for the year ended  December  31,  1994.  This return
compared  favorably  with the  +1.31%  return of the  Standard  and  Poor's  500
Reinvested  Index (the "S&P 500  Index")  and the -0.94%  return from the Lipper
Growth and Income  Fund  Average.  This  performance  was  achieved  through the
implementation  of the "value  timing"  strategy  which  focuses on  undervalued
securities.  At year-end  1994,  the majority of the  portfolio was comprised of
out-of-favor growth companies,  restructured companies and other companies which
the Fund's investment adviser believes are substantially undervalued.

         While the domestic economy's rate of growth accelerated dramatically in
1994, the Federal  Reserve's more stringent  monetary  policy resulted in a less
hospitable environment for financial assets. The Fund performed well relative to
its  competition  and the S&P 500  Index in 1994,  but the Fed's  tightening  of
monetary  policy kept the absolute  return low, in keeping  with the  depressing
influence on financial  assets  generally.  The  principal  contributors  to the
Fund's  positive  performance  during 1994 were the  following  industries:  (1)
business  equipment and services which  facilitated the  productivity  enhancing
efforts of their customers;  (2) chemical issues which benefited from the robust
economic growth and previous restructuring efforts that lowered cost structures;
and (3) shares of healthcare  companies  which  continued their rebound from the
market's  adverse  reaction to the perceived  impact of the  healthcare  program
proposed by the Clinton  Administration  in 1993. The industry  groups which had
the largest negative impact on the Fund's  performance  were the following:  (i)
banks and thrifts,  insurance  and  utilities,  all of which  suffered  from the
Federal  Reserve's more stringent  monetary  policy;  (ii) retail which suffered
from lack of pricing flexibility and excess capacity; and (iii) energy which was
negatively  impacted  by lower  prices for natural  gas and  declining  refining
margins.










[CHART]


















Evergreen American Retirement Fund

         The  total  return  of the  Class Y  no-load  shares  of the  Evergreen
American  Retirement  Fund for the fiscal  year ended  December  31,  1994,  was
- -2.86%. This performance lagged the Wilshire 5000 Index which returned -.06% and
exceeded the Lehman General Bond Mutual Fund Index which returned -3.51% for the
year.  The  Fund  concentrated  the  equity  portion  of its  portfolio  in high
dividend-paying  common stocks,  convertible  bonds and convertible  preferreds.
Fixed-income  issues were represented by investments in U.S. Treasury and agency
obligations and high quality corporate bonds and notes.

         Interest  rates rose through much of 1994 as the Federal  Reserve moved
to slow the rapid and potentially  inflationary  pace of U.S.  economic  growth.
Over the course of the year,  the Federal Fund's rate was increased from 3.0% to
5.5%,  and market forces lifted  interest  rates on 30 year U.S.  Treasury bonds
from 6.35% to 7.88%.  This rising interest rate environment was negative for the
bond market and  produced  mixed  results for the stock  market.  Because of the
Fund's income-oriented style of investing,  this period of rising interest rates
negatively affected performance.

         The industry groups which had the largest positive impact on the Fund's
performance  included the chemicals and metals  industries  which benefited from
rising  demand and product  prices,  and bank  stocks  which rose in response to
stronger loan growth and reduced loan loss  provisions.  The Fund was negatively
impacted by its holdings in the automotive  industry and related suppliers,  and
utility stocks which declined in response to higher interest  rates.  The Fund's
exposure to utilities was reduced in early 1994 to a group of special  situation
companies.  But even the improving  fundamentals  of these  companies  could not
overcome  the  impact of rising  rates.  Despite  strong  earnings  for the auto
industry and suppliers,  these stocks declined as the market  anticipated slower
consumer spending in response to higher rates.

         The  Fund's  practice  has been to  provide a stable  quarterly  income
dividend.  During the past fiscal year, the Fund distributed a dividend of $0.15
per  quarter.  These  distributions  were funded  entirely  from net  investment
income.  None represented a return of capital. To maintain the dividend rate the
Fund purchased issues which had dividend increases,  and frequently repositioned
the portfolio in order to assure participation in large dividends  (particularly
from utility stocks or special dividends announced by other types of companies).
The repositioning of the portfolio resulted in higher brokerage commissions.

         As noted above, the Fund's  investment  objectives in order of priority
are conservation of capital, reasonable income and capital growth. To the extent
that the Fund sought to maintain a stable  dividend  during the past fiscal year
and therefore  emphasized current income over capital growth, the Fund's overall
return may have been reduced.  Beginning in the first quarter of 1995,  the Fund
changed its dividend strategy. The Fund's income dividend distribution will move
toward a fluctuating  dividend and away from the stable dividend  pattern of the
past.















[CHART]













Evergreen Foundation Fund.

         The  total  return  of the  Class Y  no-load  shares  of the  Evergreen
Foundation  Fund for the almost five years since inception on January 2, 1990 to
December 31, 1994 was +99.57%,  which calculated to an average annual compounded
return of +14.83%.  This  compared  favorably  with the return of the Standard &
Poor's 500  Reinvested  Index  (+51.45%)  and the Lipper  Balanced  Fund Average
(+44.03%)  for the same time  period.  For the fiscal year ended 1994,  the Fund
produced a total  return of -1.12%  versus  returns of +1.31% for the Standard &
Poor's 500 Reinvested Index and -2.52% for the Lipper Balanced Fund Average.

         Asset allocation was a primary  determinant of performance.  Consistent
with the Fund's  investment  objectives of reasonable  income,  conservation  of
capital  and  capital  appreciation,  Evergreen  Asset  sought to  strategically
position the Fund to maximize  opportunities  in each asset  class.  The average
allocation  during 1994 was 62% equities,  28%  fixed-income  and 10% short-term
cash equivalents. The equity portion of the portfolio had a return of +4.91% for
1994. The fixed-income  segment of the portfolio,  whose primary focus is income
and  preservation  of  capital,  was  comprised  on  average  of  three-quarters
long-term  U.S.   government   obligations  and   one-quarter   short-term  cash
equivalents.  It  generated  a return  of  -11.06%,  which  was in line with its
benchmarks,  when  assessed in terms of credit  quality,  liquidity  and overall
weighted maturity.

         The equity  segment of the  portfolio was largely  responsible  for the
capital  appreciation during 1994. Stock selection focused on issues believed to
be conservatively  valued and financially  strong.  Concentration on health care
issues provided  relative  outperformance as these issues benefited from renewed
confidence in the growth of pharmaceutical  and medical services  industries.  A
secondary  focus  on  technological   issues   (semi-conductors  and  electronic
components)  also  provided  excellent  relative  performance,  as these sectors
benefited  from a resurgence in the U.S.  economy.  The portfolio was negatively
impacted by its investments in real estate companies, utilities and banks.





























Evergreen Total Return Fund.

         Steady  income flow has been an important  goal since the  inception of
the Fund.  The Fund  continued its annual $1.08 per share income  dividend.  The
dividend was  maintained for the seventh  successive  year. The portfolio of the
Evergreen Total Return Fund, although primarily equities and convertibles, has a
high  level  of  interest  rate  sensitivity.  Since  the  Fund  seeks  to pay a
substantial  dividend,   Evergreen  Asset  looked  toward  the  utility  sector,
financial issues,  real estate  investment  trusts,  convertible  preferreds and
convertible  debentures to provide high yields.  The sharp downward swing in the
1994 bond market had a deleterious  effect on the interest  sensitive sectors of
the equity and convertible markets, particularly impacting utilities,  financial
and  convertible  issues.  During the period from March 31, 1994 through January
31, 1995,  the Dow Jones  Utility  Average was down  -6.23%,  the New York Stock
Exchange  Financial Index was down -3.00%,  the Merrill Lynch  Convertible Index
was down -4.85%,  and the Wilshire Real Estate Securities Index was down -3.80%.
The  performance  of the Class Y no-load  shares of the Fund for the same period
was up +1.86%.  This compares also with the  performance of the Wilshire 5000 of
+6.04% and +3.01% for the Lipper Equity Income  Average.  One of the best groups
in the portfolio was the health sector which  rebounded  when the Clinton Health
Care  Plan  ran  into  trouble.  Restructured  companies  as  well  as  selected
cyclicals, such as banks and thrift issues and chemicals and energy issues, also
helped the portfolio. Five bank and thrift mergers produced gains.

         During the year, the portfolio was  restructured  to reduce the utility
sector  especially  electric  utilities.   Evergreen  Asset  decided  to  reduce
dependence on this sector as it faces  deregulation  and  resulting  competitive
pressures.  Currently,  the Fund's focus is on special situations resulting from
such events as rate relief or corporate  changes.  Evergreen Asset also switched
into international issues in order to diversify risk across country lines and to
reduce the portfolio's sensitivity to changes in U.S. interest rates. Toward the
end of the year, Evergreen Asset added to the portfolio's holdings in the retail
sector as it saw a number of these  companies at  attractive  valuation  levels.
Many of these issues were in the process of restructuring, thereby providing the
possibility of improved margins in the near future.

         The Fund's dividend was funded entirely from net investment  income. It
did not  represent a return of capital.  To maintain the dividend  rate the Fund
purchased issues which had dividend increases,  and frequently  repositioned the
portfolio in order to assure participation in large dividends, particularly from
utility stocks or special dividends  announced by other types of companies.  The
repositioning  of the portfolio  resulted in higher  brokerage  commissions.  As
noted above, the Fund's  investment  objective is to achieve a return consisting
of current income and capital  appreciation.  To the extent that the Fund sought
to  maintain  a stable  dividend  during  the  past  fiscal  year and  therefore
emphasized current income over capital  appreciation,  the Fund's overall return
may have been reduced.

         On January 3, 1995, the Fund  introduced a multiple class  distribution
structure.  The Fund's total return for the period  1/3/95 to 1/31/95 for the A,
B, C and Y Class of Shares was -3.45%  (reflects  maximum front end sales charge
of 4.75%),  -3.53% (reflects  maximum  contingent  deferred sales charge of 5%),
- -0.41%  (reflects  1%  contingent  deferred  sales  charge  within first year of
purchase), and 1.47% (no-load), respectively.














[CHART]















GENERAL INFORMATION

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

Organization.  The Evergreen Total Return Fund is a Massachusetts business trust
organized in 1986, and was originally organized as Maryland corporation in 1978.
Evergreen Growth and Income Fund is a Massachusetts  business trust organized in
1986.  The  Evergreen  American  Retirement  Fund is a  separate  series  of The
Evergreen American Retirement Trust, a Massachusetts business trust organized in
1987. Evergreen Foundation Fund is a separate series of the Evergreen Foundation
Trust, a Massachusetts business trust organized in 1989. Evergreen Balanced Fund
and Evergreen Value Fund are separate investment series of Evergreen  Investment
Trust  (formerly  First Union Funds),  which is a  Massachusetts  business trust
organized in 1984. The Funds do not intend to hold annual shareholder  meetings;
shareholder  meetings  will  be held  only  when  required  by  applicable  law.
Shareholders have available certain procedures for the removal of Trustees.

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

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

Principal   Underwriter.   EFD,  a   wholly-owned   subsidiary  of  Furman  Selz
Incorporated,  located  237  Park  Avenue,  New  York,  New York  10017,  is the
principal  underwriter  of the Funds.  Furman  Selz  Incorporated,  also acts as
sub-administrator  to Evergreen Balanced Fund and Evergreen Value Fund and which
provides  certain  sub-administrative  services to Evergreen Asset in connection
with its role as  investment  adviser  to  Evergreen  Growth  and  Income  Fund,
Evergreen  American  Retirement  Fund,  Evergreen  Foundation Fund and Evergreen
Total Return  Fund,  including  providing  personnel to serve as officers of the
Funds.

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

Performance  Information.  From time to time,  the Funds may quote their  "total
return" or "yield" for a specified  period in  advertisements,  reports or other
communications to shareholders,  Total return and yield are computed  separately
for Class A,  Class B and Class C shares.  A Fund's  total  return for each such
period is computed by finding,  through the use of a formula  prescribed  by the
Securities and Exchange Commission  ("SEC"),  the average annual compounded rate
of return over the period that would equate an assumed  initial amount  invested
to the  value  of the  investment  at the end of the  period.  For  purposes  of
computing total return, dividends and capital gains distributions paid on shares
of a Fund are assumed to have been  reinvested  when paid and the maximum  sales
charges  applicable  to  purchases  of a Fund's  shares are assumed to have been
paid.  Yield is a way of  showing  the  rate of  income  the  Fund  earns on its
investments  as a  percentage  of the Fund's  share  price.  The Fund's yield is
calculated  according to accounting methods that are standardized by the SEC for
all stock and bond  funds.  Because  yield  accounting  methods  differ from the
method used for other  accounting  purposes,  the Fund's yield may not equal its
distribution  rate, the income paid to your account or the net investment income
reported in the Fund's financial statements.  To calculate yield, the Fund takes
the interest  income it earned from its portfolio of investments  (as defined by
the SEC  formula)  for a 30-day  period  (net of  expenses),  divides  it by the
average number of shares entitled to receive dividends, and expresses the result
as an annualized  percentage  rate based on the Fund's share price at the end of
the 30-day  period.  This yield does not reflect  gains or losses  from  selling
securities

         Performance  data for each  class of  shares  will be  included  in any
advertisement  or  sales  literature  using  performance  data of a Fund.  These
advertisements may quote performance  rankings or ratings of a Fund by financial
publications or independent  organizations  such as Lipper Analytical  Services,
Inc. and Morningstar,  Inc. or compare a Fund's  performance to various indices.
The Fund may also advertise in items of sales literature an "actual distribution
rate" which is computed by dividing the total ordinary income distributed (which
may include the excess of short-term  capital gains over losses) to shareholders
for the latest  twelve month  period by the maximum  public  offering  price per
share  on the last day of the  period.  Investors  should  be  aware  that  past
performance may not be reflective of future results.

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

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


<PAGE>
  INVESTMENT ADVISER

  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN GROWTH AND INCOME FUND, EVERGREEN AMERICAN RETIREMENT FUND,
      EVERGREEN FOUNDATION FUND, EVERGREEN TOTAL RETURN FUND

  Capital Management Group of First Union National Bank, 210 South College
  Street, Charlotte, North Carolina, 28228
      EVERGREEN BALANCED FUND, EVERGREEN VALUE FUND

  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827

  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036

  INDEPENDENT ACCOUNTANTS

  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN FOUNDATION FUND

  Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072
      EVERGREEN TOTAL RETURN FUND, EVERGREEN GROWTH AND INCOME FUND, EVERGREEN
  AMERICAN RETIREMENT FUND

  KPMG Peat Marwick LLP, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN BALANCED FUND, EVERGREEN VALUE FUND
  
DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017



<PAGE>
 
<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) GROWTH AND INCOME FUNDS         (Evergreen Logo appears here)
  EVERGREEN BALANCED FUND
  EVERGREEN GROWTH AND INCOME FUND
  EVERGREEN VALUE FUND
  EVERGREEN AMERICAN RETIREMENT FUND
  EVERGREEN FOUNDATION FUND
  EVERGREEN TOTAL RETURN FUND
  CLASS Y SHARES
           The Evergreen Growth and Income Funds (the "Funds") are designed
  to provide investors with a selection of investment alternatives which seek
  to provide capital growth, income and diversification. This Prospectus
  provides information regarding the Class Y shares offered by the Funds.
  Each Fund is, or is a series of, an open-end, diversified, management
  investment company. This Prospectus sets forth concise information about
  the Funds that a prospective investor should know before investing. The
  address of the Funds is 2500 Westchester Avenue, Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds and certain
  other funds in the Evergreen Group of mutual funds dated July 7, 1995 has
  been filed with the Securities and Exchange Commission and is incorporated
  by reference herein. The Statement of Additional Information provides
  information regarding certain matters discussed in this Prospectus and
  other matters which may be of interest to investors, and may be obtained
  without charge by calling the Funds at (800) 235-0064. There can be no
  assurance that the investment objective of any Fund will be achieved.
  Investors are advised to read this Prospectus carefully.
  THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
  FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, ARE NOT ENDORSED OR
  GUARANTEED BY FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, AND ARE NOT
  INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
  CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY AND
  INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
  TO THE CONTRARY IS A CRIMINAL OFFENSE.
                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE
  EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
  Copyright 1995, Evergreen Asset Management Corp.
                                                                               
 
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<S>                                                       <C>
OVERVIEW OF THE FUNDS
EXPENSE INFORMATION
FINANCIAL HIGHLIGHTS
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies
         Investment Practices and Restrictions
MANAGEMENT OF THE FUNDS
         Investment Advisers
         Sub-Adviser
         Distribution Plans and Agreements
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares
         How to Redeem Shares
         Exchange Privilege
         Shareholder Services
         Effect of Banking Laws
OTHER INFORMATION
         Dividends, Distributions and Taxes
         Management's Discussion of Fund Performance
         General Information
</TABLE>
 
                             OVERVIEW OF THE FUNDS
       The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds".
       The Investment Adviser to EVERGREEN GROWTH AND INCOME FUND, EVERGREEN
AMERICAN RETIREMENT FUND, EVERGREEN FOUNDATION FUND, and EVERGREEN TOTAL RETURN
FUND is Evergreen Asset Management Corp. ("Evergreen Asset") which, with its
predecessors, has served as an investment adviser to the Evergreen Funds since
1971. Evergreen Asset is a wholly-owned subsidiary of First Union National Bank
of North Carolina ("FUNB"), which in turn is a subsidiary of First Union
Corporation, one of the ten largest bank holding companies in the United States.
The Capital Management Group of FUNB ("CMG") serves as investment adviser to
EVERGREEN BALANCED FUND and EVERGREEN VALUE FUND.
       EVERGREEN BALANCED FUND (formerly First Union Balanced Portfolio) seeks
to produce long-term total return through capital appreciation, dividends, and
interest income.
       EVERGREEN GROWTH AND INCOME FUND seeks to achieve a return composed of
capital appreciation in the value of its shares and current income. The Fund
will attempt to meet its objective by investing in the securities of companies
which are undervalued in the marketplace relative to those companies' assets,
breakup value, earnings, or potential earnings growth.
       EVERGREEN VALUE FUND (formerly First Union Value Portfolio) seeks
long-term capital growth, with current income as a secondary objective.
       EVERGREEN AMERICAN RETIREMENT FUND seeks, in order of priority,
conservation of capital, reasonable income and capital growth. To achieve these
objectives, the Fund invests in a diversified and balanced portfolio of equity
and fixed income securities, with emphasis on income-producing securities which
appear to have potential for capital appreciation. Investments in equity
securities will be limited to 75% of the value of the Fund's total assets
measured at the time any such investment is made. Normally, the Fund anticipates
that approximately half of the fixed income portion of the Fund's portfolio will
be invested in marketable obligations of, or guaranteed by, the U.S. government,
its agencies or instrumentalities.
       EVERGREEN FOUNDATION FUND seeks, in order of priority, reasonable income,
conservation of capital and capital appreciation. The Fund invests principally
in income-producing common and preferred stocks, securities convertible into or
exchangeable for common stocks and fixed income securities.
       EVERGREEN TOTAL RETURN FUND attempts to maximize the "total return" on
its portfolio of investments. It invests primarily in common and preferred
stocks, securities convertible into or exchangeable for common stocks and fixed
income securities.
       THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
ACHIEVED.
                                       2                                       
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in the Class Y Shares of the Fund. For further
information see "Purchase and Redemption of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                             <C>
Maximum Sales Charge Imposed on Purchases                        None
Sales Charge on Dividend Reinvestments                           None
Contingent Deferred Sales Charge                                 None
Redemption Fee                                                   None
Exchange Fee (only applies after 4 exchanges per year)          $5.00
</TABLE>
 
       The following table shows for the Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to Class Y Shares,
together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment for the periods specified assuming (i) a 5%
annual return and (ii) redemption at the end of each period.
EVERGREEN BALANCED FUND
<TABLE>
<CAPTION>
                                                  ANNUAL OPERATING
                                                      EXPENSES                                         EXAMPLE
<S>                                               <C>                <C>                               <C>
Advisory Fees                                            .50%
                                                                     After 1 Year                       $   6
Administrative Fees                                      .06%
                                                                     After 3 Years                      $  20
12b-1 Fees                                                 --
                                                                     After 5 Years                      $  35
Other Expenses                                           .06%
                                                                     After 10 Years                     $  77
Total                                                    .62%
</TABLE>
 
EVERGREEN GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
                                                  ANNUAL OPERATING
                                                      EXPENSES                                         EXAMPLE
<S>                                               <C>                <C>                               <C>
Advisory Fees                                           1.00%
                                                                     After 1 Year                       $  14
12b-1 Fees                                                 --
                                                                     After 3 Years                      $  42
Other Expenses                                           .33%
                                                                     After 5 Years                      $  73
                                                                     After 10 Years                     $ 160
Total                                                   1.33%
</TABLE>
 
EVERGREEN VALUE FUND
<TABLE>
<CAPTION>
                                                  ANNUAL OPERATING
                                                      EXPENSES                                         EXAMPLE
<S>                                               <C>                <C>                               <C>
Advisory Fees                                            .50%
                                                                     After 1 Year                       $   7
Administrative Fees                                      .06%
                                                                     After 3 Years                      $  21
12b-1 Fees                                                 --
                                                                     After 5 Years                      $  37
Other Expenses                                           .10%
                                                                     After 10 Years                     $  82
Total                                                    .66%
</TABLE>
 
EVERGREEN AMERICAN RETIREMENT FUND
<TABLE>
<CAPTION>
                                                  ANNUAL OPERATING
                                                      EXPENSES                                         EXAMPLE
<S>                                               <C>                <C>                               <C>
Advisory Fees                                            .75%
                                                                     After 1 Year                       $  13
12b-1 Fees                                                 --
                                                                     After 3 Years                      $  41
Other Expenses                                           .53%
                                                                     After 5 Years                      $  70
                                                                     After 10 Years                     $ 155
Total                                                   1.28%
</TABLE>
 
                                       3                                       
 
<PAGE>
EVERGREEN FOUNDATION FUND
<TABLE>
<CAPTION>
                                                  ANNUAL OPERATING
                                                      EXPENSES                                         EXAMPLE
<S>                                               <C>                <C>                               <C>
Advisory Fees                                           .875%
                                                                     After 1 Year                       $  12
12b-1 Fees                                                 --
                                                                     After 3 Years                      $  36
Other Expenses                                          .265%
                                                                     After 5 Years                      $  63
                                                                     After 10 Years                     $ 139
Total                                                   1.14%
</TABLE>
 
EVERGREEN TOTAL RETURN FUND
<TABLE>
<CAPTION>
                                                  ANNUAL OPERATING
                                                      EXPENSES                                         EXAMPLE
<S>                                               <C>                <C>                               <C>
Advisory Fees                                           1.00%
                                                                     After 1 Year                       $  13
12b-1 Fees                                                 --
                                                                     After 3 Years                      $  39
Other Expenses                                           .24%
                                                                     After 5 Years                      $  68
                                                                     After 10 Years                     $ 150
Total                                                   1.24%
</TABLE>
 
       The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in each Class of
Shares of the Funds will bear directly or indirectly. The amounts set forth both
in the tables and in the examples are estimated amounts based on the experience
of each Fund's Y Class for the most recent fiscal period. Such expenses have
been restated to reflect current fee arrangements. THE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL
EXPENSES AND ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more
complete description of the various costs and expenses borne by the Funds see
"Management of the Funds". As a result of asset-based sales charges, long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales charges permitted under the rules of the National Association of
Securities Dealers, Inc.
                                       4                                       
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent years or the life of the Fund
if shorter for EVERGREEN BALANCED FUND and EVERGREEN VALUE FUND has been audited
by KPMG Peat Marwick LLP, each Fund's independent auditors, for EVERGREEN
FOUNDATION FUND has been audited by Price Waterhouse LLP, the Fund's independent
auditors and for EVERGREEN AMERICAN RETIREMENT FUND, EVERGREEN GROWTH AND INCOME
FUND and EVERGREEN TOTAL RETURN FUND has been audited by Ernst & Young LLP, each
Fund's independent auditors. A report of KPMG Peat Marwick LLP, Price Waterhouse
LLP, or Ernst & Young LLP, as the case may be, on the audited information with
respect to each Fund is incorporated by reference in the Fund's Statement of
Additional Information. The following information for each Fund should be read
in conjunction with the financial statements and related notes which are
incorporated by reference in the Fund's Statement of Additional Information.
       No financial highlights are shown for Class A, B or C shares of EVERGREEN
GROWTH AND INCOME FUND, EVERGREEN AMERICAN RETIREMENT FUND or EVERGREEN
FOUNDATION FUND, since these classes did not have any operations prior to
December 31, 1994.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN BALANCED FUND -- CLASS A, B, C AND Y SHARES
<TABLE>
<CAPTION>
                                     CLASS A                                                                      CLASS Y
                                     SHARES                            CLASS B              CLASS C                SHARES
                                                                        SHARES               SHARES
                                                  JUNE 10,                  JANUARY 26,   SEPTEMBER 2,
                                                   1991*                       1993*         1994*
                            YEAR ENDED            THROUGH      YEAR ENDED     THROUGH       THROUGH              YEAR ENDED
                           DECEMBER 31,         DECEMBER 31,  DECEMBER 31,  DECEMBER 31,  DECEMBER 31,          DECEMBER 31,
                      1994     1993     1992        1991          1994          1993          1994        1994      1993      1992
<S>                  <C>      <C>      <C>      <C>           <C>           <C>           <C>           <C>       <C>       <C>
PER SHARE DATA
Net asset value,
 beginning of
 period.............  $12.07   $11.41   $11.02     $10.00         $12.08        $11.54       $12.00       $12.07    $11.41   $11.02
Income (loss) from
 investment
 operations:
 Net investment
 income.............     .43      .42      .42        .30            .36           .34          .18          .46       .45      .46
 Net realized and
 unrealized gain
 (loss) on
 investments........    (.71)     .75      .43       1.08           (.71)          .65         (.61)        (.71)      .75      .42
  Total from
   investment
   operations.......    (.28)    1.17      .85       1.38           (.35)          .99         (.43)        (.25)     1.20      .88
Less distributions
 to shareholders
 from:
 Net investment
 income.............    (.43)    (.42)    (.42)      (.35)          (.36)         (.34)        (.21)        (.46)     (.45)    (.45)
 Net realized
 gains..............    (.19)    (.09)    (.04)      (.01)          (.19)         (.09)        (.19)        (.19)     (.09)    (.04)
 In excess of net
 investment
 income.............      --       --       --         --             --          (.02)(a)        --          --        --       --
 Total
  distributions.....    (.62)    (.51)    (.46)      (.36)          (.55)         (.45)        (.40)        (.65)     (.54)    (.49)
Net asset value, end
 of period..........  $11.17   $12.07   $11.41     $11.02         $11.18        $12.08       $11.17       $11.17    $12.07   $11.41
TOTAL RETURN+.......   (2.4%)   10.4%     7.9%      11.8%          (3.0%)         8.7%        (3.6%)       (2.2%)    10.7%     8.2%
RATIOS &
 SUPPLEMENTAL DATA
 Net assets, end of
 period
 (000's omitted).... $41,010  $35,032  $17,408       $334       $100,052       $65,475         $195     $778,657  $760,147 $520,232
Ratios to average
 net assets:
 Expenses...........    .89%     .91%     .91%       .92%++        1.48%         1.41%++      1.64%++       .64%      .66%     .66%
 Net investment
 income.............   3.69%    3.61%    3.93%      4.38%++        3.12%         3.09%++      3.23%++      3.93%     3.86%    4.20%
Portfolio turnover
 rate...............     35%      19%      12%        19%            35%           19%          35%          35%       19%      12%
<CAPTION>
 
                        APRIL 1,
                         1991*
                        THROUGH
                      DECEMBER 31,
                          1991
<S>                  <C>
PER SHARE DATA
Net asset value,
 beginning of
 period.............      $10.00
Income (loss) from
 investment
 operations:
 Net investment
 income.............         .36
 Net realized and
 unrealized gain
 (loss) on
 investments........        1.03
  Total from
   investment
   operations.......        1.39
Less distributions
 to shareholders
 from:
 Net investment
 income.............        (.36)
 Net realized
 gains..............        (.01)
 In excess of net
 investment
 income.............          --
 Total
  distributions.....        (.37)
Net asset value, end
 of period..........      $11.02
TOTAL RETURN+.......       15.0%
RATIOS &
 SUPPLEMENTAL DATA
 Net assets, end of
 period
 (000's omitted)....    $247,472
Ratios to average
 net assets:
 Expenses...........        .68%++
 Net investment
 income.............       4.86%++
Portfolio turnover
 rate...............         19%
</TABLE>
 
*   Commencement of operations.
+   Total return is calculated on net asset value per share for the period
    indicated and is not annualized. Initial sales charge or contingent deferred
    sales charge is not reflected.
++  Annualized.
(a)  Distributions in excess of net investment income for the year ended
     December 31, 1993 were the result of certain book and tax differences.
     These differences did not represent a return of capital for federal income
     tax purposes for the year ended December 31, 1993.
                                       5                                       
 
<PAGE>
EVERGREEN GROWTH AND INCOME FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                            1994     1993     1992     1991     1990     1989    1988**   1987**
<S>                                        <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
PER SHARE DATA
Net asset value, beginning of period......  $15.41   $14.18   $12.99   $10.72   $12.03   $10.62    $9.38   $10.05
Income (loss) from investment operations:
Net investment income.....................     .14      .14      .15      .19      .30      .52      .19      .20
Net realized and unrealized gain (loss) on
  investments.............................     .12     1.91     1.65     2.58     (.84)    2.17     2.10     (.63)
  Total from investment operations........     .26     2.05     1.80     2.77     (.54)    2.69     2.29     (.43)
Less distributions to shareholders from:
Net investment income.....................    (.14)    (.14)    (.15)    (.19)    (.30)    (.52)    (.19)    (.24)
Net realized gains........................   (1.01)    (.68)    (.46)    (.31)    (.47)    (.76)    (.86)      --
  Total distributions.....................   (1.15)    (.82)    (.61)    (.50)    (.77)   (1.28)   (1.05)    (.24)
Net asset value, end of period............  $14.52   $15.41   $14.18   $12.99   $10.72   $12.03   $10.62    $9.38
TOTAL RETURN+.............................    1.7%    14.4%    13.8%    25.8%    (4.5%)   25.4%    24.6%    (4.3%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)................................ $73,457  $77,062  $63,841  $47,763  $36,222  $31,540  $24,399  $21,471
Ratios to average net assets:
  Expenses................................   1.33%    1.26%    1.33%    1.41%    1.50%    1.54%    1.56%    1.76%
  Net investment income...................    .96%     .99%    1.18%    1.55%    2.62%    4.13%    1.70%    1.90%
Portfolio turnover rate...................     29%      28%      30%      23%      41%      53%      41%      48%
<CAPTION>
                                             OCTOBER 15, 1986*
                                                  THROUGH
                                            DECEMBER 31, 1986**
<S>                                        <C>
PER SHARE DATA
Net asset value, beginning of period......         $10.00
Income (loss) from investment operations:
Net investment income.....................            .07
Net realized and unrealized gain (loss) on
  investments.............................           (.02)
  Total from investment operations........            .05
Less distributions to shareholders from:
Net investment income.....................             --
Net realized gains........................             --
  Total distributions.....................             --
Net asset value, end of period............         $10.05
TOTAL RETURN+.............................            .5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)................................        $20,696
Ratios to average net assets:
  Expenses................................          1.73%++
  Net investment income...................          3.23%++
Portfolio turnover rate...................             4%
</TABLE>
 
*  Commencement of operations.
**  Net investment income is based on the average monthly shares outstanding for
    the periods indicated.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
                                       6                                       
 
<PAGE>
EVERGREEN VALUE FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                                 JANUARY 3, 1991*
                                                                                 YEAR ENDED DECEMBER 31,         THROUGH DECEMBER
                                                                               1994        1993        1992          31, 1991
<S>                                                                          <C>         <C>         <C>         <C>
PER SHARE DATA
Net asset value, beginning of period......................................     $17.63      $17.11      $17.08          $14.28
Income from investment operations:
Net investment income.....................................................        .56         .52         .49             .47
Net realized and unrealized gain (loss) on investments....................       (.20)       1.12         .90            3.53
  Total from investment operations........................................        .36        1.64        1.39            4.00
Less distributions to shareholders from:
Net investment income.....................................................       (.56)       (.52)       (.49)           (.47)
Net realized gains........................................................       (.82)       (.58)       (.87)           (.73)
In excess of net investment income........................................         --        (.02)(b)       --             --
  Total distributions.....................................................      (1.38)      (1.12)      (1.36)          (1.20)
Net asset value, end of period............................................     $16.61      $17.63      $17.11          $17.08
TOTAL RETURN+.............................................................       2.1%        9.7%        8.3%           25.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).................................   $507,028    $463,087    $326,154        $271,391
Ratios to average net assets:
  Expenses................................................................       .68%        .65%        .68%(a)         .69%++(a)
  Net investment income...................................................      3.21%       2.98%       2.90%(a)        3.04%++(a)
Portfolio turnover rate...................................................        70%         46%         56%             69%
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                     JANUARY 3, 1991
                                                                  YEAR ENDED             THROUGH
                                                               DECEMBER 31, 1992    DECEMBER 31, 1991
<S>                                                            <C>                  <C>
  Expenses..................................................          .69%                 .77%
  Net investment income.....................................         2.89%                2.96%
</TABLE>
 
(b) Distributions in excess of net investment income for the period ended
    December 31, 1993 were the result of certain book and tax timing
    differences. These distributions did not represent a return of capital for
    federal income tax purposes for the year ended December 31, 1993.
                                       7                                       
 
<PAGE>
EVERGREEN VALUE FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
                                                                                    NINE MONTHS
                                                                                       ENDED
                                              YEAR ENDED DECEMBER 31,               DECEMBER 31,        YEAR ENDED MARCH 31,
                                      1994        1993        1992        1991         1990*         1990       1989       1988
<S>                                 <C>         <C>         <C>         <C>         <C>             <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of
 period..........................     $17.63      $17.11      $17.08      $14.61        $15.12       $14.45     $12.83     $14.66
Income (loss) from investment
 operations:
Net investment income............        .52         .47         .44         .46           .36          .54        .36        .26
Net realized and unrealized gain
 (loss) on investments...........       (.20)       1.10         .89        3.17          (.44)        1.70       2.11      (1.30)
 Total from investment
   operations....................        .32        1.57        1.33        3.63          (.08)        2.24       2.47      (1.04)
Less distributions to
 shareholders from:
Net investment
 income..........................       (.51)       (.47)       (.43)       (.43)         (.36)        (.57)      (.38)      (.26)
Net realized gains...............       (.82)       (.58)       (.87)       (.73)         (.02)       (1.00)      (.47)      (.53)
In excess of net investment
 income..........................         --          --          --          --          (.05)(c)       --         --         --
 Total distributions.............      (1.33)      (1.05)      (1.30)      (1.16)         (.43)       (1.57)      (.85)      (.79)
Net asset value, end of period...     $16.62      $17.63      $17.11      $17.08        $14.61       $15.12     $14.45     $12.83
TOTAL RETURN+....................       1.9%        9.3%        8.0%       25.1%          (.5%)       15.5%      19.7%      (7.1%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
 (000's omitted).................   $188,807    $189,983    $169,310    $135,565      $104,637      $95,995    $83,121    $21,914
Ratios to average net assets:
 Expenses........................       .93%        .99%       1.01%(a)     .96%(a)      1.39%++      1.55%      1.71%      1.74%
 Net investment income...........      2.96%       2.63%       2.37%(a)    2.78%(a)      3.28%++      3.42%      2.72%      1.92%
Portfolio turnover rate (b)......        70%         46%         56%         69%           13%          11%        24%        24%
<CAPTION>
 
                                    1987       1986
<S>                                 <C>       <C>
PER SHARE DATA
Net asset value, beginning of
 period..........................   $12.35    $10.04
Income (loss) from investment
 operations:
Net investment income............      .15       .19
Net realized and unrealized gain
 (loss) on investments...........     2.38      2.32
 Total from investment
   operations....................     2.53      2.51
Less distributions to
 shareholders from:
Net investment
 income..........................     (.13)     (.20)
Net realized gains...............     (.09)       --
In excess of net investment
 income..........................       --        --
 Total distributions.............     (.22)     (.20)
Net asset value, end of period...   $14.66    $12.35
TOTAL RETURN+....................    20.8%     25.3%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
 (000's omitted).................  $23,221    $5,595
Ratios to average net assets:
 Expenses........................    1.97%     2.00%
 Net investment income...........    1.41%     2.34%
Portfolio turnover rate (b)......      20%       20%
</TABLE>
 
*  The Fund changed its fiscal year end to December 31.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge or contingent deferred
   sales charge is not reflected.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                                         DECEMBER 31,
                                                                                        1992     1991
<S>                                                                                     <C>      <C>
  Expenses...........................................................................   1.02%    1.05%
  Net investment income..............................................................   2.36%    2.69%
</TABLE>
 
(b) Portfolio turnover rate for periods ended on or after March 31, 1986 include
    certain U.S. government obligations.
(c)  Distributions in excess of net investment income for the period ended
     December 31, 1990 were a result of certain book and tax timing differences.
     These distributions did not represent a return of capital for federal
     income tax purposes for the year ended December 31, 1990.
                                       8                                       
 
<PAGE>
EVERGREEN VALUE FUND -- CLASS B AND C SHARES
<TABLE>
<CAPTION>
                                                                                           CLASS B                 CLASS C
                                                                                            SHARES                  SHARES
                                                                                                 FEBRUARY 2,     SEPTEMBER 2,
                                                                                                    1993*           1994*
                                                                                  YEAR ENDED       THROUGH         THROUGH
                                                                                 DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                                     1994            1993            1994
<S>                                                                              <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period..........................................       $17.63          $17.24         $18.28
Income (loss) from investment operations:
Net investment income.........................................................          .42             .35            .19
Net realized and unrealized gain (loss) on investments........................         (.20)           1.01           (.81)
  Total from investment operations............................................          .22            1.36           (.62)
Less distributions to shareholders from:
Net investment income.........................................................         (.41)           (.35)          (.19)
Net realized gains............................................................         (.82)           (.58)          (.82)
In excess of net investment income............................................           --            (.04)(a)       (.04)(a)
  Total distributions.........................................................        (1.23)           (.97)         (1.05)
Net asset value, end of period................................................       $16.62          $17.63         $16.61
TOTAL RETURN+.................................................................         1.3%            8.0%          (3.4%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).....................................     $104,297        $ 59,953           $485
Ratios to average net assets:
  Expenses....................................................................        1.53%           1.48%++        1.68%++
  Net investment income.......................................................        2.36%           2.09%++        2.16%++
Portfolio turnover rate.......................................................          70%             46%            70%
</TABLE>
 
*  Commencement of class operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Contingent deferred sales charge is not
   reflected.
++  Annualized.
(a) Distributions in excess of net investment income, for the Class B Shares,
    for the period ended December 31, 1993 and for the Class C Shares, for the
    period ended December 31, 1994, were the result of certain book and tax
    timing differences. These distributions did not represent a return of
    capital for federal income tax purposes for the year ended December 31, 1993
    and December 31, 1994.
                                       9                                       
 
<PAGE>
EVERGREEN AMERICAN RETIREMENT FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                             1994       1993       1992       1991       1990               1989
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of period.....    $11.60     $10.95     $10.52      $9.59     $10.41            $ 10.09
Income (loss) from investment operations:
Net investment income....................       .60        .56        .66        .60        .60                .57
Net realized and unrealized gain (loss)
  on investments.........................      (.93)       .96        .55       1.15       (.66)               .76
  Total from investment operations.......      (.33)      1.52       1.21       1.75       (.06)              1.33
Less distributions to shareholders from:
Net investment income....................      (.60)      (.60)      (.61)      (.60)      (.60)              (.59)
Net realized gains.......................        --       (.24)      (.17)      (.22)      (.16)              (.42)
In excess of net realized gains..........        --       (.03)(b)      --        --         --                 --
  Total distributions....................      (.60)      (.87)      (.78)      (.82)      (.76)             (1.01)
Net asset value, end of period...........    $10.67     $11.60     $10.95     $10.52      $9.59            $ 10.41
TOTAL RETURN+............................     (2.9%)     14.1%      11.8%      18.8%       (.5%)             13.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)...............................   $37,176    $37,336    $23,781    $15,632    $12,351            $11,610
Ratios to average net assets:
  Expenses...............................     1.28%      1.36%      1.51%(a)   1.50%(a)   1.50%(a)           1.88%(a)
  Net investment income..................     5.40%      5.13%      6.23%(a)   5.91%(a)   6.04%(a)           5.49%(a)
Portfolio turnover rate..................      136%        92%       151%        97%        33%               152%
<CAPTION>
                                             MARCH 14, 1988*
                                                 THROUGH
                                           DECEMBER 31, 1988**
<S>                                         <C>
PER SHARE DATA
Net asset value, beginning of period.....        $ 10.00
Income (loss) from investment operations:
Net investment income....................            .39
Net realized and unrealized gain (loss)
  on investments.........................            .18
  Total from investment operations.......            .57
Less distributions to shareholders from:
Net investment income....................           (.36)
Net realized gains.......................           (.12)
In excess of net realized gains..........             --
  Total distributions....................           (.48)
Net asset value, end of period...........        $ 10.09
TOTAL RETURN+............................           5.8%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)...............................         $9,449
Ratios to average net assets:
  Expenses...............................          2.00%++
  Net investment income..................          5.01%++
Portfolio turnover rate..................            52%
</TABLE>
 
*  Commencement of operations.
**  Investment income, expenses and net investment income are based upon the
    average monthly shares outstanding for the period indicated.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                            YEAR ENDED
                                                                           DECEMBER 31,
                                                                 1992     1991     1990     1989
<S>                                                              <C>      <C>      <C>      <C>
Expenses......................................................   1.59%    1.82%    1.95%    2.03%
Net investment income.........................................   6.15%    5.59%    5.59%    5.34%
</TABLE>
 
(b) Distributions in excess of net realized gains were the result of certain
    book and tax timing differences. These distributions did not represent a
    return of capital for federal income tax purposes.
                                       10                                      
 
<PAGE>
EVERGREEN FOUNDATION FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                                JANUARY 2, 1990*
                                                                              YEAR ENDED DECEMBER 31,                THROUGH
                                                                         1994      1993      1992      1991     DECEMBER 31, 1990
<S>                                                                     <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of period.................................   $13.12    $11.98    $10.75     $8.95          $10.00
Income (loss) from investment operations:
Net investment income................................................      .42       .31       .27       .33            1.23(b)
Net realized and unrealized gain (loss) on investments...............     (.57)     1.55      1.83      2.77            (.59)
  Total from investment operations...................................     (.15)     1.86      2.10      3.10             .64
Less distributions to shareholders from:
Net investment income................................................     (.42)     (.31)     (.24)     (.33)          (1.17)
Net realized gains...................................................     (.28)     (.41)     (.63)     (.97)           (.52)
  Total distributions................................................     (.70)     (.72)     (.87)    (1.30)          (1.69)
Net asset value, end of period.......................................   $12.27    $13.12    $11.98    $10.75           $8.95
TOTAL RETURN+........................................................    (1.1%)    15.7%     20.0%     36.4%            6.6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in millions)..............................     $332      $240       $64       $11              $2
Ratios to average net assets:
  Expenses...........................................................    1.14%     1.20%     1.40%(a)  1.20%(a)           0%(a)++
  Net investment income..............................................    3.51%     2.81%     2.93%(a)  2.86%(a)       15.07%(a,b)++
Portfolio turnover rate..............................................      33%       60%      127%      178%            131%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                             YEAR ENDED          JANUARY 2, 1990
                                                            DECEMBER 31,       THROUGH DECEMBER 31,
                                                           1992     1991               1990
<S>                                                        <C>      <C>        <C>
  Expenses..............................................   1.43%    2.58%              3.64%
  Net investment income.................................   2.90%    1.48%             11.43%
</TABLE>
 
(b) Includes receipt of a special dividend representing $.62 per share net
    investment income and 7.59% of average net assets.
                                       11                                      
 
<PAGE>
EVERGREEN TOTAL RETURN FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                        TEN MONTHS
                                          ENDED
                                         JANUARY                                  YEAR ENDED MARCH 31,
                                        31, 1995*      1994      1993      1992      1991      1990      1989      1988      1987
<S>                                     <C>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of
  period..............................    $18.29      $20.90    $18.82    $18.12    $18.26    $17.92    $17.11    $20.37    $19.72
Income (loss) from investment
  operations:
Net investment income.................       .87        1.08      1.11      1.08      1.02      1.07      1.12      1.06      1.14
Net realized and unrealized gain
  (loss) on investments...............      (.55)      (1.41)     2.51       .70      (.08)      .36       .79     (2.64)     1.76
  Total from investment operations....       .32        (.33)     3.62      1.78       .94      1.43      1.91     (1.58)     2.90
Less distributions to shareholders
  from:
Net investment income.................     (1.08)      (1.08)    (1.08)    (1.08)    (1.08)    (1.09)    (1.08)     (.80)    (1.14)
Net realized gains....................      (.25)      (1.20)     (.46)       --        --        --      (.02)     (.88)    (1.11)
  Total distributions.................     (1.33)      (2.28)    (1.54)    (1.08)    (1.08)    (1.09)    (1.10)    (1.68)    (2.25)
Net asset value, end of period........    $17.28      $18.29    $20.90    $18.82    $18.12    $18.26    $17.92    $17.11    $20.37
TOTAL RETURN+.........................      1.9%       (2.1%)    20.2%     10.2%      5.8%      7.9%      1.3%     (7.8%)    15.7%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)...........................      $942      $1,065    $1,142    $1,032    $1,151    $1,292    $1,312    $1,346    $1,636
Ratios to average net assets:
  Expenses............................     1.24%++     1.18%     1.18%     1.21%     1.23%     1.18%     1.02%**   1.01%**   1.02%**
  Net investment income...............     5.70%++     5.29%     5.65%     5.73%     5.90%     5.64%     6.36%**   5.80%**   5.68%**
Portfolio turnover rate...............      151%        106%      164%      137%      137%       89%       86%       81%       44%
<CAPTION>
 
                                         1986
<S>                                     <C>
PER SHARE DATA
Net asset value, beginning of
  period..............................  $16.63
Income (loss) from investment
  operations:
Net investment income.................    1.03
Net realized and unrealized gain
  (loss) on investments...............    4.26
  Total from investment operations....    5.29
Less distributions to shareholders
  from:
Net investment income.................   (1.22)
Net realized gains....................    (.98)
  Total distributions.................   (2.20)
Net asset value, end of period........  $19.72
TOTAL RETURN+.........................   35.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)...........................    $408
Ratios to average net assets:
  Expenses............................   1.11%**
  Net investment income...............   6.06%**
Portfolio turnover rate...............     65%
</TABLE>
 
*  On September 21, 1994, the Fund changed its fiscal year end to January 31.
**  Net of expense limitation in fiscal years 1986, 1987, 1988 and 1989.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++ Annualized.
                                       12                                      
 
<PAGE>
EVERGREEN TOTAL RETURN FUND -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                                               CLASS A     CLASS B     CLASS C
                                                                                               SHARES      SHARES      SHARES
<S>                                                                                            <C>         <C>         <C>
                                                                                                      JANUARY 3, 1995*
                                                                                                  THROUGH JANUARY 31, 1995
PER SHARE DATA
Net asset value, beginning of period........................................................   $17.09      $17.09      $17.09
Income from investment operations:
Net investment income.......................................................................      .02         .02         .01
Net realized and unrealized gain on investments.............................................      .17         .17         .17
  Total from investment operations..........................................................      .19         .19         .18
Net asset value, end of period..............................................................   $17.28      $17.28      $17.27
TOTAL RETURN+...............................................................................     1.1%        1.1%        1.1%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...................................................     $119        $599         $24
Ratios to average net assets:
  Expenses..................................................................................    1.45% ++    2.23% ++    2.22% ++
  Net investment income.....................................................................    4.09% ++    3.23% ++    2.68% ++
Portfolio turnover rate**...................................................................     151%        151%        151%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the ten month period ended January
    31, 1995.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge or contingent deferred
   sales charge is not reflected.
++ Annualized.
                                       13                                      
 
<PAGE>
14

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Balanced Fund

         The investment objective of the Evergreen Balanced Fund (formerly First
Union Balanced Portfolio) is to achieve a long-term total return through capital
appreciation,  dividends and interest  income.  This  objective is a fundamental
policy and may not be changed without shareholder approval.  The Fund invests in
common and preferred stocks for growth and fixed income  securities to provide a
stable  income  flow.  There  can be no  assurance  that the  Fund's  investment
objective will be achieved.

         The  percentage of the Fund's  assets  invested in common and preferred
stocks will vary from time to time in  accordance  with  changing  economic  and
market  conditions.  It is  anticipated  that  over  the long  term  the  Fund's
portfolio  will  average  60% in common and  preferred  stocks and 40% in bonds.
However,  normally  the Fund's asset  allocation  will range  between  40-75% in
common and preferred  stocks,  25-50% fixed income  securities  (including  some
convertible  securities)  and 0-25% cash  equivalents.  Moderate  shifts between
types of assets are made in an attempt to maximize returns or reduce risk.

         The Funds invest in common,  preferred and convertible preferred stocks
and  bonds  of  U.S.  companies  with  a  minimum  of  $100  million  in  market
capitalization  and  which  are  listed  on  major  stock  exchanges  or  traded
over-the-counter.   The  criteria  for  such  investment  selection  includes  a
company's  financial strength (such as cash flow and low debt-to-equity  ratio),
earnings  growth and price in relation to current  earnings,  dividends and book
value to  identify  growth  opportunities.  The Fund may also invest in American
Depositary  Receipts  ("ADRs") of foreign  companies which are traded on the New
York or American Stock Exchanges or the over-the-counter market.

         The fixed  income  portion of the Fund's  portfolio  may be invested in
corporate  bonds  (including  convertible  bonds) which are rated A or higher by
Standard & Poor's  Ratings  Group  ("S&P") or Moody's  Investors  Service,  Inc.
("Moody's") or any other nationally  recognized  statistical rating organization
("SRO"), or which, if unrated, are considered to be of comparable quality by the
Fund's  investment  adviser.  Bonds are  selected  based  upon the  outlook  for
interest rates and their yield in relation to other bonds of similar quality and
maturity.  The  maturities of these bonds may be medium (i.e.,  from five to ten
years) to long-term (i.e., over ten years),  but in no event will they be longer
than twenty years.

         The Fund  also  invests  in  securities  which  are  either  issued  or
guaranteed  by the U.S.  government,  its agencies or  instrumentalities.  These
securities  include  direct  obligations  of the  U.S.  Treasury,  such  as U.S.
Treasury  bills,  notes and bonds;  and notes,  bonds and discount notes of U.S.
government  agencies  or  instrumentalities,  such as the  Farm  Credit  System,
including  the National Bank for  Cooperatives,  Farm Credit Banks and Banks for
Cooperatives, Farmers Home Administration, Federal Home Loan Banks, Federal Home
Loan Mortgage  Corporation,  Federal National Mortgage  Association,  Government
National Mortgage  Association,  Student Loan Marketing  Association,  Tennessee
Valley  Authority,  Export-Import  Bank of the United  State,  Commodity  Credit
Corporation,  Federal  Financing Bank and National Credit Union  Administration.
Some of these  securities are supported by the full faith and credit of the U.S.
government,  and  others  are  supported  only by the  credit  of the  agency or
instrumentality.

         The Fund may also invest  short-term in cash  equivalents for defensive
purposes;  securities  issued  and/or  guaranteed  by the U.S.  government,  its
agencies or  instrumentalities,  and  repurchase  agreements  collateralized  by
eligible investments.

         As of December 31, 1992, 1993 and 1994, approximately 59%, 63% and 55%,
respectively,  of the Fund's portfolio consisted of equity securities.  The Fund
may employ  certain  additional  investment  strategies  which are  discussed in
"Investment Practices and Restrictions", below.

Evergreen Growth and Income Fund

         The investment  objective of Evergreen Growth and Income Fund (formerly
known as the  Evergreen  Value Timing  Fund) is to achieve a return  composed of
capital  appreciation in the value of its shares and current income. (The Fund's
investment  objective is a fundamental  policy.)  There can be no assurance that
the Fund's investment objective will be achieved.

         The Fund seeks to achieve its investment  objective by investing in the
securities of companies  which are  undervalued in the  marketplace  relative to
those companies' assets,  breakup value,  earnings or potential earnings growth.
These companies are often found among those which have had a record of financial
success but are currently in disfavor in the  marketplace for reasons the Fund's
investment  adviser  perceives as temporary or erroneous.  Such investments when
successfully  timed  are  expected  to be the  means for  achieving  the  Fund's
investment  objective.  This inherently  contrarian approach may require greater
reliance upon the analytical and research  capabilities of the Fund's investment
adviser than an  investment  in certain  other equity  funds.  Consequently,  an
investment in the Fund may involve more risk than other equity  funds.  The Fund
should not be  considered  suitable for investors who are unable or unwilling to
assume  the risks of loss  inherent  in such a  program.  Nor should the Fund be
considered a balanced or complete investment program.

         The  Fund  will  use the  "value  timing"  approach  as a  process  for
purchasing  securities when events indicate that fundamental  investment  values
are being ignored in the marketplace.  Fundamental  investment value is based on
one or more of the following: assets -- tangible and intangible (examples of the
latter include brand names or licenses),  capitalization of earnings,  cash flow
or potential  earnings  growth.  A  discrepancy  between  market  valuation  and
fundamental  value often  arises due to the presence of  unrecognized  assets or
business  opportunities,  or as a result of incorrectly  perceived or short-term
negative factors. Changes in regulations,  basic economic or monetary shifts and
legal action  (including the initiation of bankruptcy  proceedings)  are some of
the  factors  that  create  these  capital  appreciation  opportunities.  If the
securities  in which the Fund invests never reach their  perceived  potential or
the  valuation of such  securities in the  marketplace  does not in fact reflect
significant  undervaluation,  there  may  be  little  or  no  appreciation  or a
depreciation in the value of such securities.

         The  Fund  will  invest  primarily  in  common  stocks  and  securities
convertible  into or exchangeable  for common stock. It is anticipated  that the
Fund's  investments  in these  securities  will  contribute to the Fund's return
primarily  through capital  appreciation.  In addition,  the Fund will invest in
nonconvertible preferred stocks and debt securities.  It is anticipated that the
Fund's  investments in these  securities will also produce capital  appreciation
but the current income component of return will be a more significant  factor in
their selection. However, the Fund will invest in nonconvertible preferred stock
and debt  securities only if the anticipated  capital  appreciation  plus income
from such  investments  is equivalent to that  anticipated  from  investments in
equity or equity-related  securities.  The Fund may invest up to 5% of its total
assets in debt securities which are rated below investment grade, commonly known
as "junk bonds". Investments of this type are subject to greater risk of loss of
principal and interest.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will not  exceed  100%.  The  Fund  may  employ  certain  additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Value Fund

         The  investment  objective of the  Evergreen  Value Fund  (formerly the
First Union Value  Portfolio)  is long-term  capital  appreciation  with current
income as a secondary  objective.  The Fund's objective is a fundamental  policy
and may not be changed without shareholder  approval.  Normally, at least 75% of
the Fund's assets will be invested in equity  securities of U.S.  companies with
prospects for earnings growth and dividends.  There can be no assurance that the
Fund's investment objective will be achieved.

         The Fund's investments, in order of priority, consist of:

                  common and preferred stocks,  bonds and convertible  preferred
         stock of U.S.  companies with a minimum market  capitalization  of $100
         million which are listed on the New York or American Stock Exchanges or
         traded in over-the-counter  markets.  The primary  consideration is for
         those   industries   and  companies  with  the  potential  for  capital
         appreciation; income is a secondary consideration;

                  ADRs of foreign  companies  traded on the New York or American
         Stock Exchanges or the over-the-counter market;

                  foreign securities  (either foreign or U.S.  securities traded
         in  foreign   markets).   The  Fund  may  also  invest  in  obligations
         denominated  in foreign  currencies.  In making  these  decisions,  the
         Fund's  investment  adviser will consider such factors as the condition
         and growth  potential  of various  economies  and  securities  markets,
         currency  and  taxation  implications  and other  pertinent  financial,
         social,  national and political factors. (See "Investment Practices and
         Restrictions Special Risk Considerations");

                  convertible  bonds  rated no  lower  than BBB by S&P or Baa by
         Moody's or, if not rated, determined to be of comparable quality by the
         Fund's investment adviser;

                  money market instruments;

                  fixed rate notes and bonds and  adjustable  and variable  rate
         notes of companies  whose  common  stock the Fund may acquire  rated no
         lower  than  BBB  by S&P or Baa by  Moody's  or  which,  if not  rated,
         determined to be of comparable quality by the Fund's investment adviser
         (up to 5% of total assets);

                  zero coupon bonds issued or guaranteed by the U.S. government,
         its agencies or instrumentalities (up to 5% of total assets);

                  obligations,  including  certificates  of deposit and bankers'
         acceptances,  of banks or savings and loan associations having at least
         $1 billion in deposits  and insured by the Bank  Insurance  Fund or the
         Savings Association  Insurance Fund, including U.S. branches of foreign
         banks and foreign branches of U.S. banks; and

                  prime commercial paper, including master demand notes rated no
         lower than A-1 by S&P or Prime 1 by Moody's.

                  Bonds rated BBB by S&P or Baa by Moody's may have  speculative
         characteristics.  Changes in economic conditions or other circumstances
         are more likely to weaken  such  bonds'  prospects  for  principal  and
         interests  payments than higher rated bonds.  However,  like the higher
         rated bonds, these securities are considered investment grade.

         As of December 31, 1992, 1993 and 1994, approximately 92%, 95% and 97%,
respectively,  of the Fund's portfolio consisted of equity securities.  The Fund
may employ  certain  additional  investment  strategies  which are  discussed in
"Investment Practices and Restrictions", below.

Evergreen American Retirement Fund

         The  investment  objectives of Evergreen  American  Retirement  Fund in
order of priority are  conservation  of capital,  reasonable  income and capital
growth. The Fund offers a structured  investment approach designed  specifically
for retirees and persons contemplating  retirement which may also be appropriate
for the  qualified  retirement  plans  of  smaller  companies.  There  can be no
assurance that the Fund's  investment  objectives  will be achieved.  The Fund's
objective is a  fundamental  policy and may not be changed  without  shareholder
approval.

         The Fund will invest in a diversified and balanced  portfolio of equity
and fixed income securities,  with emphasis on income-producing securities which
appear  to  have  potential  for  capital  enhancement.   Ordinarily,  the  Fund
anticipates  that  approximately  50% of its  portfolio  will  consist of equity
securities (including securities  convertible into equity securities) and 50% of
fixed  income  securities.  The Fund's  investment  adviser  may vary the amount
invested in each type of security in response to changing  market  conditions to
take advantage of relative  undervaluation  in either the stock or bond markets.
The Fund will, however,  not make an additional  investment in equity securities
if more than 75% of its total  assets at the time the  investment  is made would
include investments in equity securities.  Generally,  approximately half of the
equity  portion of the Fund's  portfolio will be invested in common stocks which
the  Fund's  investment  adviser  believes  will yield  current  income and have
potential for long-term  capital  growth and half in bonds and preferred  stocks
convertible into such common stock.

         With  respect to the fixed  income  portion  of the  Fund's  portfolio,
emphasis  will  be  placed  on  acquiring  non-speculative  issues  expected  to
fluctuate little in value, except with changes in prevailing interest rates. The
market value of the debt  obligations in the Fund's portfolio can be expected to
vary inversely to changes in prevailing  interest  rates.  The Fund may at times
emphasize the generation of interest income by investing in  high-yielding  debt
securities, with short and medium to long-term maturities.  Investment in medium
(i.e.,  with  maturities  from  five to ten  years)  to  long-term  (i.e.,  with
maturities  over ten  years)  debt  securities  may also be made  with a view to
realizing capital  appreciation when the Fund's investment adviser believes that
interest rates on such investments may decline,  thereby increasing their market
value.

         Normally,  the Fund  anticipates that  approximately  half of the fixed
income  portion  of  the  Fund's   portfolio  will  be  invested  in  marketable
obligations  of,  or  guaranteed  by,  the  U.S.  government,  its  agencies  or
instrumentalities which are supported by the full faith and credit of the United
States or by the right of the  issuer to borrow  from the U.S.  Treasury.  These
include issues of the Treasury,  such as bills,  certificates  of  indebtedness,
notes and bonds, and issues of agencies and instrumentalities  established under
the  authority  of an act  of  Congress.  Agencies  or  instrumentalities  whose
securities  are  supported  by the full faith and  credit of the  United  States
include,  but are not limited to, the Federal  Housing  Administration,  Farmers
Home  Administration,  Export-Import  Bank of the United States,  Small Business
Administration  and  Government  National  Mortgage  Association.   Examples  of
agencies or instrumentalities whose securities are supported by the right of the
issuer to borrow from the Treasury include,  but are not limited to, the Federal
Home Loan Bank,  Federal  Intermediate  Credit Banks,  Federal National Mortgage
Association  and  Tennessee  Valley  Authority.  The balance will be invested in
corporate obligations rated no lower than A by Moody's or S&P.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  generally not exceed 100% for the equity portion of its portfolio and 200%
for the fixed income portion. The Fund may employ certain additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Foundation Fund

         The  investment  objectives of Evergreen  Foundation  Fund, in order of
priority,   are  reasonable   income,   conservation   of  capital  and  capital
appreciation.  The Fund seeks to achieve  these  objectives  by  investing  in a
combination of common stocks,  preferred stocks,  securities convertible into or
exchangeable for common stocks,  corporate and U.S. Government debt obligations,
and short-term debt instruments, such as commercial paper. Additionally,  income
from time to time may be  generated  by the  lending of  securities.  The Fund's
common stock  investments will include those which (at the time of purchase) pay
dividends and in the view of the Fund's  investment  adviser have  potential for
capital enhancement.

         The Fund may make  investments  in securities  regardless of whether or
not such securities are traded on a national securities  exchange.  The value of
portfolio  securities  and their  yields are  expected  to  fluctuate  over time
because of varying general economic and market  conditions.  Accordingly,  there
can be no assurance that the Fund's investment objectives will be achieved.  The
Fund's  objective  is a  fundamental  policy  and  may  not be  changed  without
shareholder approval.

         The Fund's asset  allocation  will vary from time to time in accordance
with  changing  economic  and market  conditions,  including:  inflation  rates,
business  cycle  trends,  business  regulations  and  tax  law  impacts  on  the
investment   markets.   The   composition  of  its  portfolio  will  be  largely
unrestricted  and subject to the  discretion of the Fund's  investment  adviser.
Under normal  circumstances,  the Fund  anticipates that at least 25% of its net
assets will consist of fixed income securities.  The balance will be invested in
equity securities (including securities convertible into equity securities).

         In selecting fixed income securities for the Fund's portfolio, emphasis
will be placed on issues  expected to fluctuate  little in value other than as a
result of changes in  prevailing  interest  rates.  The market value of the debt
obligations in the Fund's portfolio can be expected to vary inversely to changes
in prevailing  interest rates. The Fund may at times emphasize the generation of
interest  income by  investing in  high-yielding  debt  securities,  with short,
medium or long-term maturities. While fixed income investments will generally be
made for the purpose of generating  interest  income,  investments  in medium to
long-term debt  securities  (i.e.,  those with maturities from five to ten years
and those with maturities over ten years,  respectively) may be made with a view
to realizing capital  appreciation  when the Fund's investment  adviser believes
changes  in  interest  rates  will  lead to an  increase  in the  value  of such
securities. The fixed income portion of the Fund's portfolio may include:

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

         2.  Corporate obligations rated no lower than A by Moody's or S&P.

         3. Obligations of banks or banking  institutions having total assets of
more  than $2  billion  which  are  members  of the  Federal  Deposit  Insurance
Corporation.

         4. Commercial  paper of high quality (rated no lower than A-2 by S&P or
Prime-2  by  Moody's  or,  if not  rated,  issued  by  companies  which  have an
outstanding  long-term  debt  issue  rated  AAA  or AA by  S&P  or  Aaa or Aa by
Moody's).

Certain  obligations may be entitled to the benefit of standby letters of credit
or  similar  commitments  issued by banks  and,  in such  instances,  the Fund's
investment  adviser  will  take  into  account  the  obligation  of the  bank in
assessing the quality of such security.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  generally not exceed 100% for the equity portion of its portfolio and 200%
for the fixed income portion. The Fund may employ certain additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Total Return Fund

         The investment objective of Evergreen Total Return Fund is to achieve a
return consisting of current income and capital appreciation in the value of its
shares.  The  emphasis  on  current  income  and  capital  appreciation  will be
relatively  equal  although,  over  time,  changes  in the  outlook  for  market
conditions  and the  level of  interest  rates  will  cause the Fund to vary its
emphasis between these two elements in its search for the optimum return for its
shareholders.  The Fund  seeks  to  achieve  its  investment  objective  through
investments in common stocks,  preferred stocks,  securities convertible into or
exchangeable for common stocks and fixed income securities.  The Fund may invest
up to 20% of its total  assets  in the  securities  of  foreign  issuers  either
directly or in the form of ADRs,  European Depository Receipts ("EDRs") or other
securities  convertible  into securities of foreign  issuers.  The Fund may also
write covered call  options.  The Fund's  investment  objective is a fundamental
policy.  There can be no assurance that the Fund's investment  objective will be
achieved.

         To the extent that the Fund seeks capital appreciation, it expects that
its investments  will provide growth over the long-term.  Investments,  however,
may be made on occasion for the purpose of short-term  capital  appreciation  if
the Fund believes that such investments will benefit its shareholders.

         The  Fund may make  investments  in  securities  (other  than  options)
regardless of whether or not such securities are traded on a national securities
exchange.  The  value of  portfolio  securities  and  their  yields,  as well as
opportunities  to realize net gains from a covered call options writing program,
are expected to  fluctuate  over time  because of varying  general  economic and
market conditions.

         The Fund's  portfolio  will vary over time  depending upon the economic
outlook and market conditions.  The composition of its portfolio will be largely
unrestricted  and subject to the  discretion of the Fund's  investment  adviser.
Ordinarily,  the Fund anticipates that  approximately  75% of its portfolio will
consist of equity  securities  and the other 25% of debt  securities  (including
convertible  debt  securities).  As of March 31,  1993 and 1994 and  January 31,
1995,  approximately  88%, 96% and 91%,  respectively,  of the Fund's  portfolio
consisted of equity securities. The balance of the Fund's portfolio consisted of
debt securities (including convertible debt securities).  If, in the judgment of
the Fund's investment adviser, the appreciation  potential for equity securities
exceeds the return  available  from debt  securities or  government  securities,
investments in equity securities could exceed 75% of the Fund's portfolio.  Most
equity investments, however, will be income producing. The quality standards for
debt  securities  include:  Obligations of banks having total assets of at least
one billion  dollars  which are members of the FDIC;  commercial  paper rated no
lower than P-2 by Moody's or A-2 by S&P;  and  non-convertible  debt  securities
rated no lower than Baa by Moody's or BBB by Standard & Poor's. Securities rated
Baa or BBB may have speculative  characteristics.  See the discussion above with
respect to Evergreen Value Fund.

         It is anticipated that the annual portfolio  turnover rate for the Fund
may exceed 100%. The Fund may employ certain  additional  investment  strategies
which are discussed in "Investment Practices and Restrictions", below.

INVESTMENT PRACTICES AND RESTRICTIONS

Defensive  Investments.  The Funds may invest without limitation in high quality
money market  instruments,  such as notes,  certificates  of deposit or bankers'
acceptances,  or U.S.  government  securities  if, in the  opinion of the Funds'
investment advisers,  market conditions warrant a temporary defensive investment
strategy.

Portfolio Turnover and Brokerage.  A portfolio turnover rate of 100% would occur
if all of a Fund's portfolio securities were replaced in one year. The portfolio
turnover rate experienced by a Fund directly affects  brokerage  commissions and
other  transaction  costs  which  the Fund must  pay.  A high rate of  portfolio
turnover will increase such costs. It is contemplated that Lieber & Company,  an
affiliate  of Evergreen  Asset and a member of the New York and  American  Stock
Exchanges,  will  to the  extent  practicable  effect  substantially  all of the
portfolio transactions for the Evergreen Total Return Fund, Evergreen Growth and
Income Fund, Evergreen American Retirement Fund and Evergreen Foundation Fund on
those exchanges.  The portfolio  turnover rate for each Fund is set forth in the
tables  contained  in the  section  entitled  "Financial  Highlights".  See  the
Statement  of  Additional  Information  for further  information  regarding  the
brokerage allocation practices of the Funds.

Borrowing.  As a matter of  fundamental  policy,  the  Funds,  except  Evergreen
American  Retirement Fund, may not borrow money except as a temporary measure to
facilitate  redemption  requests or for  extraordinary  or  emergency  purposes.
Evergreen  American  Retirement  Fund may borrow for purposes of  leverage.  The
proceeds from  borrowings  may be used to facilitate  redemption  requests which
might otherwise require the untimely  disposition of portfolio  securities.  The
specific  limits  applicable  to  borrowing  by each  Fund are set  forth in the
Statement of Additional Information.

Lending  of  Portfolio  Securities.  In order to  generate  income and to offset
expenses, the Funds may lend portfolio securities to brokers,  dealers and other
financial  institutions.   The  Funds'  investment  advisers  will  monitor  the
creditworthiness  of such  borrowers.  Loans of securities by the Funds,  if and
when made,  may not  exceed 30% of the value of the net assets of the  Evergreen
Total  Return  Fund,  Evergreen  Growth and Income Fund and  Evergreen  American
Retirement Fund, 30% of the net assets of the Evergreen  Foundation Fund, and 5%
of the value of the total assets of Evergreen  Balanced Fund and Evergreen Value
Fund, and must be collateralized by cash or U.S. Government  securities that are
maintained  at all  times in an  amount  equal to at least  100% of the  current
market value of the securities  loaned,  including accrued interest.  While such
securities  are on  loan,  the  borrower  will pay a Fund  any  income  accruing
thereon,  and the Fund may invest the cash  collateral in portfolio  securities,
thereby  increasing  its  return.  Any gain or loss in the  market  price of the
loaned  securities  which occurs during the term of the loan would affect a Fund
and its investors. A Fund has the right to call a loan and obtain the securities
loaned at any time on notice of not more than five business days. A Fund may pay
reasonable fees in connection with such loans.

         There  is  the  risk  that  when  lending  portfolio  securities,   the
securities  may not be  available  to a Fund on a timely basis and the Fund may,
therefore,  lose the opportunity to sell the securities at a desirable price. In
addition,  in the event that a borrower of securities  would file for bankruptcy
or become insolvent,  disposition of the securities may be delayed pending court
action.

Short Sales. The Evergreen Total Return Fund,  Evergreen Growth and Income Fund,
Evergreen  Balanced  Fund,  Evergreen  American  Retirement  Fund and  Evergreen
Foundation Fund may, as a defensive strategy, make short sales of securities.  A
short sale occurs when a seller sells a security and makes delivery to the buyer
by borrowing the security. Short sales of a security are generally made in cases
where the seller  expects  the  market  value of the  security  to  decline.  To
complete  a short  sale,  the seller  must  replace  the  security  borrowed  by
purchasing it at the market price at the time of  replacement,  or by delivering
securities from the seller's own position to the lender. In the event the market
value of a security sold short were to increase, the seller would realize a loss
to the extent  that the cost of  purchasing  the  security  for  delivery to the
lender were greater than the proceeds  from the short sale. In the event a short
sale is completed by delivery of  securities to the lender from the seller's own
position,  the seller would forego any gain that would  otherwise be realized on
such securities. The Evergreen American Retirement Fund and Evergreen Foundation
Fund may only make short  sales  "against  the box" which  means it must own the
securities  sold short,  or other  securities  convertible  into, or which carry
rights to acquire, such securities.

Illiquid or Restricted  Securities.  Evergreen Growth and Income Fund, Evergreen
American Retirement Fund,  Evergreen  Foundation Fund and Evergreen Total Return
Fund may invest up to 15% of their net assets,  and Evergreen  Balanced Fund and
Evergreen  Value  Fund may  invest up to 10% of their net  assets,  in  illiquid
securities  and other  securities  which are not readily  marketable,  including
non-negotiable  time deposits,  certain restricted  securities not deemed by the
Trustees to be liquid and  repurchase  agreements  with  maturities  longer than
seven  days.  Securities  eligible  for resale  pursuant  to Rule 144A under the
Securities  Act of 1933,  which have been  determined to be liquid,  will not be
considered  by the Funds'  investment  advisers  to be  illiquid  or not readily
marketable and,  therefore,  are not subject to the  aforementioned  15% or 10 %
limits. The inability of a Fund to dispose of illiquid or not readily marketable
investments  readily or at a reasonable price could impair the Fund's ability to
raise cash for  redemptions  or other  purposes.  The  liquidity  of  securities
purchased by a Fund which are eligible for resale  pursuant to Rule 144A will be
monitored by the Funds' investment advisers on an ongoing basis,  subject to the
oversight of the Trustees.  In the event that such a security is deemed to be no
longer liquid,  a Fund's holdings will be reviewed to determine what action,  if
any, is required to ensure that the  retention of such  security does not result
in a Fund having more than 15%, or with respect to Evergreen  Value Fund 10%, of
its assets invested in illiquid or not readily marketable securities.

Repurchase  Agreements and Reverse Repurchase  Agreements.  Evergreen Growth and
Income Fund,  Evergreen Balanced Fund,  Evergreen Value Fund and Evergreen Total
Return  Fund may enter  into  repurchase  agreements  with  member  banks of the
Federal  Reserve  System,  including  the  Custodian or primary  dealers in U.S.
Government  securities.  A repurchase  agreement is an  arrangement  pursuant to
which a buyer purchases a security and simultaneously agrees to resell it to the
vendor at a price that results in an agreed-upon  market rate of return which is
effective  for the period of time (which is normally one to seven days,  but may
be longer)  the  buyer's  money is invested  in the  security.  The  arrangement
results in a fixed  rate of return  that is not  subject to market  fluctuations
during the holding period. A Fund requires  continued  maintenance of collateral
with  its  Custodian  in an  amount  at  least  equal  to the  repurchase  price
(including accrued  interest).  In the event a vendor defaults on its repurchase
obligation,  a Fund might suffer a loss to the extent that the proceeds from the
sale of the  collateral  were  less than the  repurchase  price.  If the  vendor
becomes  the  subject  of  bankruptcy  proceedings,  a Fund  might be delayed in
selling  the  collateral.   The  Funds'  investment  advisers  will  review  and
continually  monitor the  creditworthiness of each institution with which a Fund
enters into a repurchase agreement to evaluate these risks.

         Evergreen  Balanced Fund and  Evergreen  Value Fund may borrow money by
entering  into a  "reverse  repurchase  agreement"  by which it  agrees  to sell
portfolio securities to financial institutions such as banks and broker-dealers,
and to repurchase them at a mutually  agreed upon date and price,  for temporary
or  emergency  purposes.  At the time the Fund enters into a reverse  repurchase
agreement, it will place in a segregated custodial account cash, U.S. government
securities or liquid high grade debt  obligations  having a value at least equal
to the  repurchase  price  (including  accrued  interest) and will  subsequently
monitor the account to ensure that such equivalent value is maintained.  Reverse
repurchase  agreements  involve the risk that the market value of the securities
sold by the Fund may decline  below the  repurchase  price of those  securities.
Each Fund will not enter into reverse repurchase  agreements exceeding 5% of the
value of its total assets.

When-Issued  and Delayed  Delivery  Transactions.  Evergreen  Balanced  Fund and
Evergreen  Value  Fund may  purchase  securities  on a  when-issued  or  delayed
delivery basis.  These  transactions  are arrangements in which a Fund purchases
securities  with payment and delivery  scheduled for a future time. The seller's
failure to complete these transactions may cause a Fund to miss a price or yield
considered  to be  advantageous.  Settlement  dates may be a month or more after
entering  into  these  transactions,  and the  market  values of the  securities
purchased may vary from the purchase prices. Accordingly, a Fund may pay more or
less than the market value of the securities on the  settlement  date. The Funds
may dispose of a commitment prior to settlement if the Funds investment  adviser
deems  it  appropriate  to  do  so.  In  addition,  the  Funds  may  enter  into
transactions  to sell their  purchase  commitments  to third  parties at current
market values and  simultaneously  acquire other commitments to purchase similar
securities at later dates.  The Funds may realize  short-term  profits or losses
upon the sale of such commitments.

Fixed Income Securities - Downgrades.  If any security invested in by any of the
Funds loses its rating or has its rating  reduced  after the Fund has  purchased
it, the Fund is not required to sell or otherwise  dispose of the security,  but
may consider doing so.

Options and Futures.  Each of Evergreen Total Return Fund,  Evergreen Growth and
Income  Fund and  Evergreen  American  Retirement  Fund may write  covered  call
options on certain portfolio securities in an attempt to earn income and realize
a higher return on its portfolio.  A call option may not be written by the Funds
if, afterwards,  securities  comprising more than 25% of the market value of the
equity securities of Evergreen Growth and Income Fund and Evergreen Total Return
Fund, or 15% of the market value of the equity securities of Evergreen  American
Retirement  Fund would be subject to call options.  A Fund realizes  income from
the premium  paid to it in exchange  for  writing the call  option.  Once it has
written a call option on a portfolio  security and until the  expiration of such
option,  a Fund forgoes the  opportunity  to profit from increases in the market
price of such  security  in excess  of the  exercise  price of the call  option.
Should the price of the  security on which a call has been  written  decline,  a
Fund retains the risk of loss,  which would be offset to the extent the Fund has
received premium income. A Fund will only write "covered" call options traded on
U.S. national securities exchanges. An option will be deemed covered when a Fund
either (i) owns the security (or securities  convertible  into such security) on
which the  option  has been  written  in an amount  sufficient  to  satisfy  the
obligations  arising under the option; or (ii) a Fund's Custodian maintains cash
or high-grade liquid debt securities belonging to the Fund in an amount not less
that the amount needed to satisfy the Fund's obligations with respect to options
written on securities it does not own. A "closing  purchase  transaction" may be
entered into with respect to a call option  written by a Fund for the purpose of
closing its position.

         Evergreen  Balanced Fund and Evergreen Value Fund may engage in options
and  futures  transactions.  Options and futures  transactions  are  intended to
enable a Fund to manage  market,  interest rate or exchange  rate risk,  and the
Funds do not use these transactions for speculation or leverage.

         Evergreen  Balanced Fund and Evergreen  Value Fund may attempt to hedge
all or a portion of their  portfolios  through the purchase of both put and call
options  on their  portfolio  securities  and listed  put  options on  financial
futures  contracts  for portfolio  securities.  The Funds may also write covered
call options on their portfolio  securities to attempt to increase their current
income. The Funds will maintain their positions in securities, option rights and
segregated  cash  subject to puts and calls  until the  options  are  exercised,
closed or have expired. An option position may be closed out only on an exchange
which  provides a secondary  market for an option of the same series.  The Funds
may purchase listed put options on financial  futures  contracts.  These options
will be used only to protect  portfolio  securities  against  decreases in value
resulting from market factors such as an anticipated increase in interest rates.

         The Funds may write  (i.e.,  sell)  covered  call and put  options.  By
writing a call option, a Fund becomes obligated during the term of the option to
deliver the securities underlying the option upon payment of the exercise price.
By writing a put option, a Fund becomes  obligated during the term of the option
to purchase the  securities  underlying  the option at the exercise price if the
option is exercised. The Funds may also write straddles (combinations of covered
puts and calls on the same underlying security).

         Evergreen  Balanced  Fund and  Evergreen  Value  Fund  may  only  write
"covered" options.  This means that so long as a Fund is obligated as the writer
of a call option,  it will own the underlying  securities  subject to the option
or, in the case of call  options  on U.S.  Treasury  bills,  the Fund  might own
substantially  similar U.S. Treasury bills. A Fund will be considered  "covered"
with  respect to a put option it writes  if, so long as it is  obligated  as the
writer of the put option,  it deposits  and  maintains  with its  custodian in a
segregated  account  liquid  assets  having a value equal to or greater than the
exercise price of the option.

         The  principal  reason for  writing  call or put  options is to obtain,
through a receipt of premiums,  a greater  current return than would be realized
on the underlying  securities  alone. The Funds receive a premium from writing a
call or put option which they retain whether or not the option is exercised.  By
writing  a call  option,  the Funds  might  lose the  potential  for gain on the
underlying  security  while the option is open,  and by writing a put option the
Funds might become obligated to purchase the underlying securities for more than
their current market price upon exercise.

         Evergreen  Balanced Fund and  Evergreen  Value Fund may also, as stated
previously,  purchase futures contracts and options thereon.  A futures contract
is a firm commitment by two parties:  the seller, who agrees to make delivery of
the specific type of instrument called for in the contract ("going short"),  and
the buyer,  who agrees to take delivery of the  instrument  ("going  long") at a
certain time in the future. Financial futures contracts call for the delivery of
particular  debt  instruments  issued or guaranteed  by the U.S.  Treasury or by
specific agencies or instrumentalities  of the U.S. government.  If a Fund would
enter into financial futures  contracts  directly to hedge its holdings of fixed
income  securities,  it would enter into  contracts to deliver  securities at an
undetermined  price (i.e., "go short") to protect itself against the possibility
that the prices of its fixed  income  securities  may decline  during the Fund's
anticipated holding period. A Fund would "go long" (agree to purchase securities
in the  future at a  predetermined  price) to hedge  against a decline in market
interest rates.

         The Funds may also  enter into  currency  and other  financial  futures
contracts  and write options on such  contracts.  The Funds intend to enter into
such contracts and related  options for hedging  purposes.  The Funds will enter
into futures on securities, currencies or index-based futures contracts in order
to hedge against changes in interest or exchange rates or securities  prices.  A
futures  contract on  securities  or  currencies  is an agreement to buy or sell
securities or currencies  during a designated  month at whatever price exists at
that time. A futures  contact on a securities  index does not involve the actual
delivery of  securities,  but merely  requires the payment of a cash  settlement
based on  changes  in the  securities  index.  The Funds do not make  payment or
deliver securities upon entering into a futures contract. Instead, they put down
a margin  deposit,  which is  adjusted  to  reflect  changes in the value of the
contract and which remains in effect until the contract is terminated.

         The Funds may sell or purchase  currency  and other  financial  futures
contracts. When a futures contract is sold by a Fund, the profit on the contract
will tend to rise  when the value of the  underlying  securities  or  currencies
declines and to fall when the value of such securities or currencies  increases.
Thus, the Funds sell futures  contracts in order to offset a possible decline in
the profit on their securities or currencies. If a futures contract is purchased
by a Fund,  the  value of the  contract  will tend to rise when the value of the
underlying securities or currencies increases and to fall when the value of such
securities or currencies declines.

         The Funds may enter into  closing  purchase  and sale  transactions  in
order to  terminate a futures  contract and may buy or sell put and call options
for the purpose of closing out their  options  positions.  The Funds  ability to
enter into closing  transactions depends on the development and maintenance of a
liquid  secondary  market.  There is no assurance that a liquid secondary market
will exist for any particular  contract or at any particular  time. As a result,
there  can be no  assurance  that  the  Funds  will  be able  to  enter  into an
offsetting  transaction  with respect to a  particular  contract at a particular
time.  If the Funds are not able to enter into an  offsetting  transaction,  the
Funds will  continue  to be  required  to  maintain  the margin  deposits on the
contract and to complete the contract  according to its terms, in which case the
Funds would continue to bear market risk on the transaction.

Risk  Characteristics  of Options  and  Futures.  Although  options  and futures
transactions  are  intended  to enable the Funds to manage  market,  exchange or
interest rate risks,  these investment  devices can be highly volatile,  and the
Funds use of them can result in poorer  performance  (i.e., the Funds return may
be  reduced).  The Funds  attempt to use such  investment  devices  for  hedging
purposes  may not be  successful.  Successful  futures  strategies  require  the
ability to predict  future  movements in securities  prices,  interest rates and
other  economic  factors.  When the Funds use  financial  futures  contract  and
options on financial  futures contract as hedging devices,  there is a risk that
the prices of the  securities  subject to the  financial  futures  contracts and
options on financial  futures  contracts  may not correlate  perfectly  with the
prices of the securities in the Funds' portfolios.  This may cause the financial
futures contract and any related options to react to market changes  differently
than the portfolio securities.  In addition,  the Funds investment adviser could
be incorrect in its  expectations and forecasts about the direction or extent of
market  factors,  such as interest rates,  securities  price movements and other
economic  factors.  Even if the  Funds  investment  adviser  correctly  predicts
interest rate  movements,  a hedge could be unsuccessful if changes in the value
of a Fund's  futures  position did not correspond to changes in the value of its
financial  futures  contracts.  It is not certain  that a  secondary  market for
positions in  financial  futures  contracts or for options on financial  futures
contracts will exist at all times.  Although the Funds  investment  adviser will
consider  liquidity before entering into financial  futures contracts or options
on financial futures contracts transactions, there is no assurance that a liquid
secondary market on an exchange will exist for any particular  financial futures
contract or option on a financial  futures  contract at any particular time. The
Funds ability to establish and close out financial futures contracts and options
on financial  futures contract  positions depends on this secondary market. If a
Fund is unable to close out its  position  due to  disruptions  in the market or
lack of  liquidity,  the Fund may lose money on the futures  contract or option,
and the losses to the Fund could be significant.

Special Risk Considerations

Investment  in  Foreign  Securities.  Evergreen  Total  Return  Fund,  Evergreen
Balanced  Fund and  Evergreen  Value  Fund may  invest  in  foreign  securities.
Investments in foreign securities  require  consideration of certain factors not
normally associated with investments in securities of U.S. issuers. For example,
a change in the value of any foreign  currency  relative to the U.S. dollar will
result  in a  corresponding  change  in the  U.S.  dollar  value  of  securities
denominated in that currency.  Accordingly, a change in the value of any foreign
currency  relative to the U.S. dollar will result in a  corresponding  change in
the U.S.  dollar value of the assets of the Fund  denominated  or traded in that
currency.  If the value of a particular  foreign  currency falls relative to the
U.S.  dollar,  the U.S. dollar value of the assets of a Fund denominated in such
currency  will also fall.  The  performance  of a Fund will be  measured in U.S.
dollars.

         Securities  markets of foreign  countries  generally are not subject to
the same degree of regulation  as the U.S.  markets and may be more volatile and
less liquid.  Lack of liquidity may affect a Fund's  ability to purchase or sell
large blocks of securities  and thus obtain the best price.  The lack of uniform
accounting  standards  and  practices  among  countries  impairs the validity of
direct  comparisons of valuation  measures (such as  price/earnings  ratios) for
securities  in  different  countries.  In  addition,  a  Fund  may  incur  costs
associated  with currency  hedging and the  conversion of foreign  currency into
U.S. dollars and may be adversely  affected by restrictions on the conversion or
transfer of foreign currency.  Other considerations include political and social
instability,   expropriation,   the  lack  of  available   information,   higher
transaction costs (including  brokerage  charges),  increased  custodian charges
associated with holding foreign securities and different  securities  settlement
practices. Settlement periods for foreign securities, which are sometimes longer
than those for securities of U.S. issuers, may affect portfolio liquidity. These
different settlement practices may cause missed purchasing  opportunities and/or
the loss of interest on money market and debt investments pending further equity
or long-term debt investments.  In addition,  foreign  securities held by a Fund
may be traded on days  that the Fund  does not value its  portfolio  securities,
such as Saturdays and customary business holidays,  and,  accordingly,  a Fund's
net asset value may be significantly  affected on days when  shareholders do not
have access to the Fund.

         Additionally,  accounting procedures and government  supervision may be
less  stringent  than those  applicable to U.S.  companies.  It may also be more
difficult to enforce  contractual  obligations  abroad than would be the case in
the  United  States  because  of  differences  in  the  legal  systems.  Foreign
securities may be subject to foreign taxes,  which may reduce yield,  and may be
less  marketable  than  comparable  U.S.  securities.   All  these  factors  are
considered by each Fund's investment adviser before making any of these types of
investments.

         ADRs and EDRs and  other  securities  convertible  into  securities  of
foreign  issuers may not  necessarily be denominated in the same currency as the
securities  into which they may be  converted  but rather in the currency of the
market  in which  they are  traded.  ADRs are  receipts  typically  issued by an
American bank or trust company which evidence ownership of underlying securities
issued by a foreign corporation.  EDRs are receipts issued in Europe by banks or
depositories which evidence a similar ownership arrangement.  Generally ADRs, in
registered  form, are designed for use in United States  securities  markets and
EDRs, in bearer form, are designed for use in European securities markets.

Investments  Related  to  Real  Estate.  Risks  associated  with  investment  in
securities  of companies in the real estate  industry  include:  declines in the
value of real estate,  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition,   increases  in  property  taxes  and
operating  expenses,  changes in zoning laws,  casualty or condemnation  losses,
variations  in rental  income,  changes in  neighborhood  values,  the appeal of
properties to tenants and increase in interest rates.  In addition,  equity real
estate  investment  trusts  may be  affected  by  changes  in the  value  of the
underlying  property owned by the trusts,  while mortgage real estate investment
trusts may be affected by the quality of credit  extended.  Equity and  mortgage
real estate investment trusts are dependent upon management  skills,  may not be
diversified and are subject to the risks of financing projects.  Such trusts are
also  subject  to heavy  cash  flow  dependency,  defaults  by  borrowers,  self
liquidation and the possibility of failing to qualify for tax-free  pass-through
of income under the Internal Revenue Code (the "Code") and to maintain exemption
from the  Investment  Company Act of 1940,  as amended (the "1940 Act").  In the
event an issuer of debt securities  collateralized by real estate defaulted,  it
is conceivable that a Fund could end up holding the underlying real estate.

Other  Investment  Restrictions.  Each Fund has  adopted  additional  investment
restrictions  that are set forth in the  Statement  of  Additional  Information.
Unless  otherwise  noted,  the restrictions and policies set forth above are not
fundamental and may be changed without shareholder  approval.  Shareholders will
be notified of any changes in policies that are not fundamental.

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

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

INVESTMENT ADVISERS

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

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

         As investment adviser to Evergreen Total Return Fund,  Evergreen Growth
and Income Fund,  Evergreen  American  Retirement Fund and Evergreen  Foundation
Fund,  Evergreen  Asset  manages  each  Fund's  investments,   provides  various
administrative  services  and  supervises  each Fund's daily  business  affairs,
subject to the authority of the Trustees. Evergreen Asset is entitled to receive
a from each of Evergreen Total Return Fund and Evergreen  Growth and Income Fund
fee equal to 1% of average daily net assets on an annual basis on the first $750
million in assets,  .9 of 1% of average  daily net assets on an annual  basis on
the next $250 million in assets,  and .8 of 1% of average daily net assets on an
annual basis on assets over $1 billion.  Evergreen  Asset is entitled to receive
from  Evergreen  Foundation  Fund a fee equal to .875 of 1% of average daily net
assets on an annual  basis on the first $750  million  in  assets,  .75 of 1% of
average  daily net assets on an annual basis on the next $250 million in assets,
and .7 of 1% of average  daily net assets on an annual  basis on assets  over $1
billion, and from Evergreen American Retirement Fund a fee equal to .75 of 1% of
average  daily net assets on an annual  basis on the first $1 billion in assets,
and .7 of 1% of average  daily net assets on an annual  basis on assets  over $1
billion.  The fee paid by Evergreen  Total Return Fund and Evergreen  Growth and
Income Fund is higher than the rate paid by most other investment companies. The
total  expenses  of each Fund for the  fiscal  year  ended  December  31,  1994,
expressed as a percentage of average daily net assets on an annual basis are set
forth in the section entitled "Financial Highlights".

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen Balanced Fund and Evergreen Value Fund and, as compensation  therefor,
is  entitled  to receive  an annual fee equal to .50 of 1% of average  daily net
assets of each  Fund.  The total  annualized  operating  expenses  of  Evergreen
Balanced Fund and  Evergreen  Value Fund for their most recent fiscal year ended
December 31, 1994, are set forth in the section entitled "Financial Highlights".
Evergreen Asset serves as administrator to Evergreen Balanced Fund and Evergreen
Value  Fund and is  entitled  to  receive a fee based on the  average  daily net
assets of these  Funds at a rate based on the total  assets of the mutual  funds
administered  by Evergreen  Asset for which CMG or Evergreen Asset also serve as
investment adviser,  calculated in accordance with the following schedule: .050%
of the  first $7  billion;  .035% on the next $3  billion;  .030% on the next $5
billion;  .020% on the next $10 billion; .015% on the next $5 billion; and .010%
on assets in excess of $30  billion.  Furman  Selz  Incorporated,  the parent of
Evergreen Funds Distributor, Inc., distributor for the Evergreen group of mutual
funds,  serves as  sub-administrator  to Evergreen  Balanced  Fund and Evergreen
Value Fund and is  entitled  to receive a fee from each Fund  calculated  on the
average daily net assets of each Fund at a rate based on the total assets of the
mutual funds  administered  by Evergreen  Asset for which CMG or Evergreen Asset
also serve as investment  adviser,  calculated in accordance  with the following
schedule:  .0100% of the first $7 billion; .0075% on the next $3 billion; .0050%
on the next $15  billion;  and  .0040% on assets in excess of $25  billion.  The
total assets of the mutual funds  administered  by Evergreen Asset for which CMG
or  Evergreen  Asset  serve as  investment  adviser  as of March  31,  1995 were
approximately $8 billion.

         The portfolio  manager for  Evergreen  Total Return Fund is Nola Maddox
Falcone,  C.F.A.,  who is President and Co-Chief  Executive Officer of Evergreen
Asset. Ms. Falcone has served as the principal manager of Evergreen Total Return
Fund since 1985. The portfolio manager for Evergreen  Foundation Fund is Stephen
A.  Lieber,  who is Chairman  and Co-Chief  Executive  Officer of the  Evergreen
Asset.  Mr.  Lieber  has  served  as such  Fund's  principal  manager  since its
inception.  The portfolio manager for Evergreen Growth and Income Fund is Edmund
H. Nicklin,  Jr. C.F.A. Mr. Nicklin has served as the Fund's  principal  manager
since its inception.  The portfolio  manager for Evergreen  American  Retirement
Fund is Irene D. O'Neill,  C.F.A. Ms. O'Neill has served as the Fund's principal
manager since its inception.  Each of the  aforementioned  individuals  has been
associated with the Evergreen Asset and its predecessor since prior to 1989.

         The portfolio  manager for Evergreen  Balanced Fund since its inception
in January  1991 is R. Dean Hawes,  who is a Vice  President  of FUNB and is the
Director of Employee Benefit Portfolio Management. Mr. Hawes joined FUNB in 1981
after  spending  five years with  Merrill  Lynch,  Pierce,  Fenner,  & Smith and
Townsend Investments.  William T. Davis, Jr., the portfolio manager of Evergreen
Value Fund since  March,  1991,  is a Vice  President  of FUNB and has been with
First Union since 1986. Prior to that, Mr. Davis served as a securities  analyst
for Seibels Bruce (Insurance) Group.

SUB-ADVISER

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

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

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

HOW TO BUY SHARES

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

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

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

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

How the Funds Value Their Shares. The net asset value of each Class of shares of
a Fund is  calculated  by  dividing  the value of the  amount of the  Fund's net
assets  attributable  to that Class by the number of outstanding  shares of that
Class.  Shares are valued each day the New York Stock Exchange (the  "Exchange")
is open as of the close of regular trading  (currently 4:00 p.m.  Eastern time).
The securities in a Fund are valued at their current market value  determined on
the basis of market quotations or, if such quotations are not readily available,
such other methods as a Fund's Trustees  believe would  accurately  reflect fair
market value.  Non-dollar  denominated securities will be valued as of the close
of the  Exchange  at the closing  price of such  securities  in their  principal
trading market.

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

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

         Shares  of each Fund are sold at the net  asset  value  per share  next
determined after a shareholder's order is received. Investments by federal funds
wire or by check  will be  effective  upon  receipt by State  Street.  Qualified
institutions may telephone orders for the purchase of Fund shares. Investors may
also purchase  shares  through a  broker/dealer,  which may charge a fee for the
service.

HOW TO REDEEM SHARES

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

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

         Shareholders may withdraw amounts of $1,000 or more from their accounts
by calling State Street  (800-423-2615)  between the hours of 9:00 a.m. and 4:00
p.m.  (Eastern time) each business day (i.e.,  any weekday  exclusive of days on
which the New York Stock Exchange or State Street's offices are closed). The New
York Stock  Exchange is closed on New Year's Day,  Presidents  Day, Good Friday,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
Redemption  requests made after 4:00 p.m. (Eastern time) will be processed using
the net  asset  value  determined  on the next  business  day.  Such  redemption
requests must include the shareholder's account name, as registered with a Fund,
and the account  number.  During periods of drastic  economic or market changes,
shareholders  may  experience  difficulty  in effecting  telephone  redemptions.
Shareholders  who are unable to reach a Fund or State Street by telephone should
follow the procedures outlined above for redemption by mail.

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate this on the enclosed Application and choose how the redemption proceeds
are to be paid.  Redemption  proceeds  will either (i) be mailed by check to the
shareholder  at the address in which the account is  registered or (ii) be wired
to an account with the same registration as the shareholder's  account in a Fund
at a designated commercial bank. State Street currently deducts a $5 wire charge
from all  redemption  proceeds  wired.  This charge is subject to change without
notice.  A  shareholder  who  decides  later to use this  service,  or to change
instructions already given, should fill out a Shareholder Services Form and send
it to State Street Bank and Trust Company, P.O. Box 9021, Boston,  Massachusetts
02205-9827,  with such  shareholder's  signature  guaranteed  by a bank or trust
company (not a Notary Public),  a member firm of a domestic stock exchange or by
other financial  institutions  whose  guarantees are acceptable to State Street.
Shareholders  should allow approximately ten days for such form to be processed.
The Funds will employ  reasonable  procedures to verify that telephone  requests
are  genuine.   These  procedures   include  requiring  some  form  of  personal
identification   prior  to  acting  upon  instructions  and  tape  recording  of
conversations. If the Fund fails to follow such procedures, it may be liable for
any losses due to unauthorized or fraudulent instructions. The Fund shall not be
liable for following telephone  instructions  reasonably believed to be genuine.
Also, the Fund reserves the right to refuse a telephone  redemption  request, if
it is believed advisable to do so. Financial intermediaries may charge a fee for
handling telephonic  requests.  The telephone redemption option may be suspended
or terminated at any time without notice.

General.  The sale of shares is a taxable  transaction for Federal tax purposes.
Under unusual circumstances,  a Fund may suspend redemptions or postpone payment
for up to seven days or longer,  as  permitted  by Federal  securities  law. The
Funds reserve the right to close an account that through redemption has remained
below $1,000 for 30 days.  Shareholders  will receive 60 days' written notice to
increase the account value before the account is closed.  The Funds have elected
to be governed by Rule 18f-1 under the  Investment  Company Act of 1940 pursuant
to which  each Fund is  obligated  to redeem  shares  solely in cash,  up to the
lesser of  $250,000  or 1% of a Fund's  total net  assets  during any ninety day
period for any one shareholder.  See the Statement of Additional Information for
further details.

EXCHANGE PRIVILEGE

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

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

Exchanges by Telephone and Mail. You may exchange  shares with a value of $1,000
or more by telephone by calling State Street  (800-423-2615).  Exchange requests
made after 4:00 p.m.  (Eastern time) will be processed using the net asset value
determined  on the next  business  day.  During  periods of drastic  economic or
market changes,  shareholders may experience  difficulty in effecting  telephone
exchanges. You should follow the procedures outlined below for exchanges by mail
if you are unable to reach  State  Street by  telephone.  If you wish to use the
telephone  exchange  service  you  should  indicate  this on the Share  Purchase
Application.  As noted above,  each Fund will employ  reasonable  procedures  to
confirm that instructions for the redemption or exchange of shares  communicated
by telephone are genuine. A telephone exchange may be refused by a Fund or State
Street if it is believed  advisable to do so.  Procedures  for  exchanging  Fund
shares by telephone may be modified or terminated at any time.  Written requests
for exchanges should follow the same procedures  outlined for written redemption
requests in the section entitled "How to Redeem Shares",  however,  no signature
guarantee is required.

SHAREHOLDER SERVICES

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

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

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $10,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.

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

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

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

EFFECT OF BANKING LAWS

         The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal  Reserve System  ("Member  Banks") or their
non-bank affiliates from sponsoring,  organizing,  controlling,  or distributing
the shares of registered open-end  investment  companies such as the Funds. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer. Evergreen
Asset,  since  it is a  subsidiary  of  FUNB,  and  CMG  are  subject  to and in
compliance with the aforementioned laws and regulations.

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative  decisions could result in CMG or Evergreen Asset being prevented
from continuing to perform the services  required under the investment  advisory
contract or from acting as agent in connection  with the purchase of shares of a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is  expected  that the  Trustees  would  identify,  and call  upon  each  Fund's
shareholders to approve, a new investment  adviser. If this were to occur, it is
not  anticipated  that the  shareholders  of any Fund would  suffer any  adverse
financial consequences.

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

         It is the  policy  of  each  Fund to  distribute  to  shareholders  its
investment  company taxable and tax-exempt income, if any, quarterly and any net
realized capital gains annually or more frequently as required as a condition of
continued  qualification  as a  regulated  investment  company  by the  Internal
Revenue  Code of 1986,  as amended (the  "Code").  Dividends  and  distributions
generally  are taxable in the year in which they are paid,  except any dividends
paid in January  that were  declared  in the  previous  calendar  quarter may be
treated as paid in December of the previous year.  Income  dividends and capital
gain distributions are automatically reinvested in additional shares of the Fund
making  the  distribution  at the net  asset  value  per  share at the  close of
business on the record date,  unless the  shareholder has made a written request
for payment in cash.

         Each Fund has  qualified  and  intends  to  continue  to  qualify to be
treated as a regulated investment company under the Code. While so qualified, it
is expected that each Fund will not be required to pay any Federal  income taxes
on that portion of its  investment  company  taxable income and any net realized
capital  gains  it   distributes  to   shareholders.   The  Code  imposes  a  4%
nondeductible excise tax on regulated investment  companies,  such as the Funds,
to the extent they do not meet certain  distribution  requirements by the end of
each  calendar   year.   Each  Fund   anticipates   meeting  such   distribution
requirements.  Most  shareholders of the Funds normally will have to pay Federal
income  taxes and any state or local taxes on the  dividends  and  distributions
they receive from a Fund whether such  dividends and  distributions  are made in
cash or in additional  shares.  Questions on how any distributions will be taxed
to the investor should be directed to the investor's own tax adviser.

         Under current law, the highest  Federal  income tax rate  applicable to
net long-term  capital gains realized by individuals is 28%. The rate applicable
to corporations  is 35%.  Certain income from a Fund may qualify for a corporate
dividends-received  deduction of 70%.  Following the end of each calendar  year,
every  shareholder  of the Fund  will be sent  applicable  tax  information  and
information  regarding the dividends and capital gain  distributions made during
the calendar year.

         A Fund may be subject to foreign  withholding  taxes which would reduce
the yield on its  investments.  Tax treaties  between certain  countries and the
United States may reduce or eliminate such taxes. Shareholders of a Fund who are
subject to United States Federal income tax may be entitled,  subject to certain
rules and  limitations,  to claim a Federal  income tax credit or deduction  for
foreign income taxes paid by a Fund. See the Statement of Additional Information
for additional  details. A Fund's  transactions in options,  futures and forward
contracts  may be  subject  to special  tax  rules.  These  rules can affect the
amount, timing and characteristics of distributions to shareholders.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate  form  supplied  by State  Street,  that your  social  security or
taxpayer identification number is correct and that you are not currently subject
to backup withholding or are exempt from backup  withholding.  A shareholder who
acquires Class A shares of a Fund and sells or otherwise disposes of such shares
within 90 days of  acquisition  may not be  allowed  to  include  certain  sales
charges  incurred in acquiring such shares for purposes of calculating  gain and
loss realized upon a sale or exchange of shares of the Fund.

         The foregoing discussion of Federal income tax consequences is based on
tax laws and  regulations  in  effect  on the  date of this  Prospectus,  and is
subject to change by  legislative  or  administrative  action.  As the foregoing
discussion  is  for  general  information  only,  you  should  also  review  the
discussion  of  "Additional  Tax  Information"  contained  in the  Statement  of
Additional Information.  In addition, you should consult your own tax adviser as
to the tax  consequences of investments in the Funds,  including the application
of state  and local  taxes  which  may be  different  from  Federal  income  tax
consequences described above.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the  performance  of Evergreen  Growth and Income Fund,
Evergreen  American  Retirement  Fund,  Evergreen  Foundation Fund and Evergreen
Total  Return  Fund for their most  recent  fiscal  year is set forth  below.  A
similar discussion  relating to Evergreen Balanced Fund and Evergreen Value Fund
is  contained  in the  annual  report of each  Fund for the  fiscal  year  ended
December 31, 1994.

Evergreen Growth and Income Fund

         The total return of the Class Y no-load shares of the Evergreen  Growth
and Income Fund was +1.69% for the year ended  December  31,  1994.  This return
compared  favorably  with the  +1.31%  return of the  Standard  and  Poor's  500
Reinvested  Index (the "S&P 500  Index")  and the -0.94%  return from the Lipper
Growth and Income  Fund  Average.  This  performance  was  achieved  through the
implementation  of the "value  timing"  strategy  which  focuses on  undervalued
securities.  At year-end  1994,  the majority of the  portfolio was comprised of
out-of-favor growth companies,  restructured companies and other companies which
the Fund's investment adviser believes are substantially undervalued.











[CHART]















         While the domestic economy's rate of growth accelerated dramatically in
1994, the Federal  Reserve's more stringent  monetary  policy resulted in a less
hospitable environment for financial assets. The Fund performed well relative to
its  competition  and the S&P 500  Index in 1994,  but the Fed's  tightening  of
monetary  policy kept the absolute  return low, in keeping  with the  depressing
influence on financial  assets  generally.  The  principal  contributors  to the
Fund's  positive  performance  during 1994 were the  following  industries:  (1)
business  equipment and services which  facilitated the  productivity  enhancing
efforts of their customers;  (2) chemical issues which benefited from the robust
economic growth and previous restructuring efforts that lowered cost structures;
and (3) shares of healthcare  companies  which  continued their rebound from the
market's  adverse  reaction to the perceived  impact of the  healthcare  program
proposed by the Clinton  Administration  in 1993. The industry  groups which had
the largest negative impact on the Fund's  performance  were the following:  (i)
banks and thrifts,  insurance  and  utilities,  all of which  suffered  from the
Federal  Reserve's more stringent  monetary  policy;  (ii) retail which suffered
from lack of pricing flexibility and excess capacity; and (iii) energy which was
negatively  impacted  by lower  prices for natural  gas and  declining  refining
margins.

Evergreen American Retirement Fund

         The  total  return  of the  Class Y  no-load  shares  of the  Evergreen
American  Retirement  Fund for the fiscal  year ended  December  31,  1994,  was
- -2.86%. This performance lagged the Wilshire 5000 Index which returned -.06% and
exceeded the Lehman General Bond Mutual Fund Index which returned -3.51% for the
year.  The  Fund  concentrated  the  equity  portion  of its  portfolio  in high
dividend-paying  common stocks,  convertible  bonds and convertible  preferreds.
Fixed-income  issues were represented by investments in U.S. Treasury and agency
obligations and high quality corporate bonds and notes.

         Interest  rates rose through much of 1994 as the Federal  Reserve moved
to slow the rapid and potentially  inflationary  pace of U.S.  economic  growth.
Over the course of the year,  the Federal Fund's rate was increased from 3.0% to
5.5%,  and market forces lifted  interest  rates on 30 year U.S.  Treasury bonds
from 6.35% to 7.88%.  This rising interest rate environment was negative for the
bond market and  produced  mixed  results for the stock  market.  Because of the
Fund's income-oriented style of investing,  this period of rising interest rates
negatively affected performance.

         The industry groups which had the largest positive impact on the Fund's
performance  included the chemicals and metals  industries  which benefited from
rising  demand and product  prices,  and bank  stocks  which rose in response to
stronger loan growth and reduced loan loss  provisions.  The Fund was negatively
impacted by its holdings in the automotive  industry and related suppliers,  and
utility stocks which declined in response to higher interest  rates.  The Fund's
exposure to utilities was reduced in early 1994 to a group of special  situation
companies.  But even the improving  fundamentals  of these  companies  could not
overcome  the  impact of rising  rates.  Despite  strong  earnings  for the auto
industry and suppliers,  these stocks declined as the market  anticipated slower
consumer spending in response to higher rates.
















[CHART]












         The  Fund's  practice  has been to  provide a stable  quarterly  income
dividend.  During the past fiscal year, the Fund distributed a dividend of $0.15
per  quarter.  These  distributions  were funded  entirely  from net  investment
income.  None represented a return of capital. To maintain the dividend rate the
Fund purchased issues which had dividend increases,  and frequently repositioned
the portfolio in order to assure participation in large dividends  (particularly
from utility stocks or special dividends announced by other types of companies).
The repositioning of the portfolio resulted in higher brokerage commissions.

         As noted above, the Fund's  investment  objectives in order of priority
are conservation of capital, reasonable income and capital growth. To the extent
that the Fund sought to maintain a stable  dividend  during the past fiscal year
and therefore  emphasized current income over capital growth, the Fund's overall
return may have been reduced.  Beginning in the first quarter of 1995,  the Fund
changed its dividend strategy. The Fund's income dividend distribution will move
toward a fluctuating  dividend and away from the stable dividend  pattern of the
past.

Evergreen Foundation Fund.

         The  total  return  of the  Class Y  no-load  shares  of the  Evergreen
Foundation  Fund for the almost five years since inception on January 2, 1990 to
December 31, 1994 was +99.57%,  which calculated to an average annual compounded
return of +14.83%.  This  compared  favorably  with the return of the Standard &
Poor's 500  Reinvested  Index  (+51.45%)  and the Lipper  Balanced  Fund Average
(+44.03%)  for the same time  period.  For the fiscal year ended 1994,  the Fund
produced a total  return of -1.12%  versus  returns of +1.31% for the Standard &
Poor's 500 Reinvested Index and -2.52% for the Lipper Balanced Fund Average.

         Asset allocation was a primary  determinant of performance.  Consistent
with the Fund's  investment  objectives of reasonable  income,  conservation  of
capital  and  capital  appreciation,  Evergreen  Asset  sought to  strategically
position the Fund to maximize  opportunities  in each asset  class.  The average
allocation  during 1994 was 62% equities,  28%  fixed-income  and 10% short-term
cash equivalents. The equity portion of the portfolio had a return of +4.91% for
1994. The fixed-income  segment of the portfolio,  whose primary focus is income
and  preservation  of  capital,  was  comprised  on  average  of  three-quarters
long-term  U.S.   government   obligations  and   one-quarter   short-term  cash
equivalents.  It  generated  a return  of  -11.06%,  which  was in line with its
benchmarks,  when  assessed in terms of credit  quality,  liquidity  and overall
weighted maturity.

         The equity  segment of the  portfolio was largely  responsible  for the
capital  appreciation during 1994. Stock selection focused on issues believed to
be conservatively  valued and financially  strong.  Concentration on health care
issues provided  relative  outperformance as these issues benefited from renewed
confidence in the growth of pharmaceutical  and medical services  industries.  A
secondary  focus  on  technological   issues   (semi-conductors  and  electronic
components)  also  provided  excellent  relative  performance,  as these sectors
benefited  from a resurgence in the U.S.  economy.  The portfolio was negatively
impacted by its investments in real estate companies, utilities and banks.





























Evergreen Total Return Fund.

         Steady  income flow has been an important  goal since the  inception of
the Fund.  The Fund  continued its annual $1.08 per share income  dividend.  The
dividend was  maintained for the seventh  successive  year. The portfolio of the
Evergreen Total Return Fund, although primarily equities and convertibles, has a
high  level  of  interest  rate  sensitivity.  Since  the  Fund  seeks  to pay a
substantial  dividend,   Evergreen  Asset  looked  toward  the  utility  sector,
financial issues,  real estate  investment  trusts,  convertible  preferreds and
convertible  debentures to provide high yields.  The sharp downward swing in the
1994 bond market had a deleterious  effect on the interest  sensitive sectors of
the equity and convertible markets, particularly impacting utilities,  financial
and  convertible  issues.  During the period from March 31, 1994 through January
31, 1995,  the Dow Jones  Utility  Average was down  -6.23%,  the New York Stock
Exchange  Financial Index was down -3.00%,  the Merrill Lynch  Convertible Index
was down -4.85%,  and the Wilshire Real Estate Securities Index was down -3.80%.
The  performance  of the Class Y no-load  shares of the Fund for the same period
was up +1.86%.  This compares also with the  performance of the Wilshire 5000 of
+6.04% and +3.01% for the Lipper Equity Income  Average.  One of the best groups
in the portfolio was the health sector which  rebounded  when the Clinton Health
Care  Plan  ran  into  trouble.  Restructured  companies  as  well  as  selected
cyclicals, such as banks and thrift issues and chemicals and energy issues, also
helped the portfolio. Five bank and thrift mergers produced gains.

         During the year, the portfolio was  restructured  to reduce the utility
sector  especially  electric  utilities.   Evergreen  Asset  decided  to  reduce
dependence on this sector as it faces  deregulation  and  resulting  competitive
pressures.  Currently,  the Fund's focus is on special situations resulting from
such events as rate relief or corporate  changes.  Evergreen Asset also switched
into international issues in order to diversify risk across country lines and to
reduce the portfolio's sensitivity to changes in U.S. interest rates. Toward the
end of the year, Evergreen Asset added to the portfolio's holdings in the retail
sector as it saw a number of these  companies at  attractive  valuation  levels.
Many of these issues were in the process of restructuring, thereby providing the
possibility of improved margins in the near future.

         The Fund's dividend was funded entirely from net investment  income. It
did not  represent a return of capital.  To maintain the dividend  rate the Fund
purchased issues which had dividend increases,  and frequently  repositioned the
portfolio in order to assure participation in large dividends, particularly from
utility stocks or special dividends  announced by other types of companies.  The
repositioning  of the portfolio  resulted in higher  brokerage  commissions.  As
noted above, the Fund's  investment  objective is to achieve a return consisting
of current income and capital  appreciation.  To the extent that the Fund sought
to  maintain  a stable  dividend  during  the  past  fiscal  year and  therefore
emphasized current income over capital  appreciation,  the Fund's overall return
may have been reduced.

         On January 3, 1995, the Fund  introduced a multiple class  distribution
structure.  The Fund's total return for the period  1/3/95 to 1/31/95 for the A,
B, C and Y Class of Shares was -3.45%  (reflects  maximum front end sales charge
of 4.75%),  -3.53% (reflects  maximum  contingent  deferred sales charge of 5%),
- -0.41%  (reflects  1%  contingent  deferred  sales  charge  within first year of
purchase), and 1.47% (no-load), respectively.














[CHART]












GENERAL INFORMATION

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

Organization.  The Evergreen Total Return Fund is a Massachusetts business trust
organized in 1986, and was originally organized as Maryland corporation in 1978.
Evergreen Growth and Income Fund is a Massachusetts  business trust organized in
1986.  The  Evergreen  American  Retirement  Fund is a  separate  series  of The
Evergreen American Retirement Trust, a Massachusetts business trust organized in
1987. Evergreen Foundation Fund is a separate series of the Evergreen Foundation
Trust, a Massachusetts business trust organized in 1989. Evergreen Balanced Fund
and Evergreen Value Fund are separate investment series of Evergreen  Investment
Trust  (formerly  First Union Funds),  which is a  Massachusetts  business trust
organized in 1984. The Funds do not intend to hold annual shareholder  meetings;
shareholder  meetings  will  be held  only  when  required  by  applicable  law.
Shareholders have available certain procedures for the removal of Trustees.

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

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

Principal   Underwriter.   EFD,  a   wholly-owned   subsidiary  of  Furman  Selz
Incorporated,  located  237  Park  Avenue,  New  York,  New York  10017,  is the
principal  underwriter  of the Funds.  Furman  Selz  Incorporated,  also acts as
sub-administrator  to Evergreen Balanced Fund and Evergreen Value Fund and which
provides  certain  sub-administrative  services to Evergreen Asset in connection
with its role as  investment  adviser  to  Evergreen  Growth  and  Income  Fund,
Evergreen  American  Retirement  Fund,  Evergreen  Foundation Fund and Evergreen
Total Return  Fund,  including  providing  personnel to serve as officers of the
Funds.

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

Performance  Information.  From time to time,  the Funds may quote their  "total
return" or "yield" for a specified  period in  advertisements,  reports or other
communications to shareholders,  Total return and yield are computed  separately
for Class A,  Class B and Class C shares.  A Fund's  total  return for each such
period is computed by finding,  through the use of a formula  prescribed  by the
Securities and Exchange Commission  ("SEC"),  the average annual compounded rate
of return over the period that would equate an assumed  initial amount  invested
to the  value  of the  investment  at the end of the  period.  For  purposes  of
computing total return, dividends and capital gains distributions paid on shares
of a Fund are assumed to have been  reinvested  when paid and the maximum  sales
charges  applicable  to  purchases  of a Fund's  shares are assumed to have been
paid.  Yield is a way of  showing  the  rate of  income  the  Fund  earns on its
investments  as a  percentage  of the Fund's  share  price.  The Fund's yield is
calculated  according to accounting methods that are standardized by the SEC for
all stock and bond  funds.  Because  yield  accounting  methods  differ from the
method used for other  accounting  purposes,  the Fund's yield may not equal its
distribution  rate, the income paid to your account or the net investment income
reported in the Fund's financial statements.  To calculate yield, the Fund takes
the interest  income it earned from its portfolio of investments  (as defined by
the SEC  formula)  for a 30-day  period  (net of  expenses),  divides  it by the
average number of shares entitled to receive dividends, and expresses the result
as an annualized  percentage  rate based on the Fund's share price at the end of
the 30-day  period.  This yield does not reflect  gains or losses  from  selling
securities

         Performance  data for each  class of  shares  will be  included  in any
advertisement  or  sales  literature  using  performance  data of a Fund.  These
advertisements may quote performance  rankings or ratings of a Fund by financial
publications or independent  organizations  such as Lipper Analytical  Services,
Inc. and Morningstar,  Inc. or compare a Fund's  performance to various indices.
The Fund may also advertise in items of sales literature an "actual distribution
rate" which is computed by dividing the total ordinary income distributed (which
may include the excess of short-term  capital gains over losses) to shareholders
for the latest  twelve month  period by the maximum  public  offering  price per
share  on the last day of the  period.  Investors  should  be  aware  that  past
performance may not be reflective of future results.

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

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


 
<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN GROWTH AND INCOME FUND, EVERGREEN AMERICAN RETIREMENT FUND,
      EVERGREEN FOUNDATION FUND, EVERGREEN TOTAL RETURN FUND
  Capital Management Group of First Union National Bank, 210 South College
  Street, Charlotte, North Carolina, 28228
      EVERGREEN BALANCED FUND, EVERGREEN VALUE FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN FOUNDATION FUND
  Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072
      EVERGREEN TOTAL RETURN FUND, EVERGREEN GROWTH AND INCOME FUND, EVERGREEN
  AMERICAN RETIREMENT FUND
  KPMG Peat Marwick LLP, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN BALANCED FUND, EVERGREEN VALUE FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536123


  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) SPECIALTY GROWTH AND INCOME FUNDS (Evergreen Logo appears here)
  EVERGREEN UTILITY FUND
  EVERGREEN TAX STRATEGIC FOUNDATION FUND
  EVERGREEN SMALL CAP EQUITY INCOME FUND
  CLASS A SHARES
  CLASS B SHARES
  CLASS C SHARES
           The Evergreen Specialty Growth and Income Funds (the "Funds") are
  designed to provide investors with a selection of investment alternatives
  which seek to provide current income, capital appreciation or after-tax
  "total return". This Prospectus provides information regarding the Class A,
  Class B and Class C shares offered by the Funds. Each Fund is, or is a
  series of, an open-end, diversified, management investment company. This
  Prospectus sets forth concise information about the Funds that a
  prospective investor should know before investing. The address of the Funds
  is 2500 Westchester Avenue, Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds and certain
  other funds in the Evergreen Group of mutual funds dated July 7, 1995 has
  been filed with the Securities and Exchange Commission and is incorporated
  by reference herein. The Statement of Additional Information provides
  information regarding certain matters discussed in this Prospectus and
  other matters which may be of interest to investors, and may be obtained
  without charge by calling the Funds at (800) 807-2940. There can be no
  assurance that the investment objective of any Fund will be achieved.
  Investors are advised to read this Prospectus carefully.
  THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
  FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, ARE NOT ENDORSED OR
  GUARANTEED BY FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, AND ARE NOT
  INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
  CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY AND
  INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
  TO THE CONTRARY IS A CRIMINAL OFFENSE.
                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE
  EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
  Copyright 1995, Evergreen Asset Management Corp.
 
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<S>                                                       <C>
OVERVIEW OF THE FUNDS                                       2
EXPENSE INFORMATION                                         3
FINANCIAL HIGHLIGHTS                                        5
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies                 8
         Investment Practices and Restrictions             10
MANAGEMENT OF THE FUNDS
         Investment Advisers                               15
         Sub-Adviser                                       16
         Distribution Plans and Agreements                 17
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 18
         How to Redeem Shares                              20
         Exchange Privilege                                21
         Shareholder Services                              22
         Effect of Banking Laws                            23
OTHER INFORMATION
         Dividends, Distributions and Taxes                23
         Management's Discussion of Fund Performance       24
         General Information                               25
</TABLE>
 
                             OVERVIEW OF THE FUNDS
       The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds".
       The Investment Adviser to EVERGREEN TAX STRATEGIC FOUNDATION FUND and
EVERGREEN SMALL CAP EQUITY INCOME FUND is Evergreen Asset Management Corp.
("Evergreen Asset") which, with its predecessors, has served as an investment
adviser to the Evergreen Funds since 1971. Evergreen Asset is a wholly-owned
subsidiary of First Union National Bank of North Carolina ("FUNB"), which in
turn is a subsidiary of First Union Corporation, one of the ten largest bank
holding companies in the United States. The Capital Management Group of FUNB
("CMG") serves as investment adviser to EVERGREEN UTILITY FUND.
       EVERGREEN UTILITY FUND (formerly First Union Utility Portfolio) seeks
high current income and moderate capital appreciation.
       EVERGREEN TAX STRATEGIC FOUNDATION FUND attempts to maximize the
after-tax "total return" on its portfolio of investments. The Fund invests in
common and preferred stocks and securities convertible into or exchangeable for
common stocks and municipal securities. Under normal circumstances, the Fund
anticipates that, at the close of each quarter of its taxable year, at least 50%
of the value of its total assets will be invested in municipal securities.
       EVERGREEN SMALL CAP EQUITY INCOME FUND attempts to maximize the "total
return" on its portfolio of investments. The Fund invests in common and
preferred stocks, securities convertible into or exchangeable for common stocks
and fixed income securities. In attempting to achieve its objective, the Fund
invests primarily in companies with total market capitalization of less than
$500 million.
       THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in each Class A, Class B and Class C Shares of the
Fund. For further information see "Purchase and Redemption of Fund Shares" and
"General Information -- Other Classes of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES              Class A Shares                  Class B Shares                  Class C Shares
<S>                                           <C>              <C>                                            <C>
Maximum Sales Charge Imposed on Purchases          4.75%                           None                            None
(as a % of offering price)
Sales Charge on Dividend Reinvestments             None                            None                            None
Contingent Deferred Sales Charge (as a % of        None        5% during the first year, 4% during the        1% during the
original purchase price or redemption                          second year, 3% during the third and fourth    first year and
proceeds, whichever is lower)                                  years, 2% during the fifth year, 1% during     0% thereafter
                                                               the sixth and seventh years and 0% after the
                                                               seventh year
Redemption Fee                                     None                            None                            None
Exchange Fee                                       None                            None                            None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return, and (ii) redemption at the end of each period and,
additionally for Class B and C, no redemption at the end of each period.
       In the following examples (i) the expenses for Class A Shares assume
deduction of the maximum 4.75% sales charge at the time of purchase, (ii) the
expenses for Class B Shares and Class C Shares assume deduction at the time of
redemption (if applicable) of the maximum contingent deferred sales charge
applicable for that time period, and (iii) the expenses for Class B Shares
reflects the conversion to Class A Shares eight years after purchase (years
eight through ten, therefore, reflect Class A expenses).
EVERGREEN UTILITY FUND (A)
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                                                                   Class A    Class B    Class C    Class B
                         Class A    Class B    Class C
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees              .50%       .50%       .50%
                                                         After 1 Year              $  57      $  68      $  28      $  18
Administrative Fees        .06%       .06%       .06%
                                                         After 3 Years             $  78      $  85      $  55      $  55
12b-1 Fees*                .25%       .75%       .75%
                                                         After 5 Years             $ 100      $ 114      $  94      $  94
Shareholder Service Fees   --         .25%       .25%
                                                         After 10 Years            $ 163      $ 176      $ 205      $ 176
Other Expenses             .18%       .18%       .18%
Total                      .99%      1.74%      1.74%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 Year   $  18
Administrative Fees
                          After 3 Years  $  55
12b-1 Fees*
                          After 5 Years  $  94
Shareholder Service Fees
                          After 10 Years $ 205
Other Expenses
Total
<CAPTION>
Advisory Fees
</TABLE>
 
EVERGREEN TAX STRATEGIC FOUNDATION FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                                                                   Class A    Class B    Class C    Class B
                         Class A    Class B    Class C
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             .875%      .875%      .875%
                                                         After 1 Year              $  64      $  75      $  35      $  25
12b-1 Fees*               .250%     1.000%     1.000%
                                                         After 3 Years             $ 100      $ 108      $  78      $  78
Other Expenses            .625%      .625%      .625%
                                                         After 5 Years             $ 138      $ 153      $ 133      $ 133
(after reimbursement)**
                                                         After 10 Years            $ 244      $ 257      $ 284      $ 257
Total                    1.750%     2.500%     2.500%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 Year   $  25
12b-1 Fees*
                          After 3 Years  $  78
Other Expenses
                          After 5 Years  $ 133
(after reimbursement)**
                          After 10 Years $ 284
Total
<CAPTION>
Advisory Fees
</TABLE>
 
EVERGREEN SMALL CAP EQUITY INCOME FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                                                                   Class A    Class B    Class C    Class B
                         Class A    Class B    Class C
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             1.00%      1.00%      1.00%
                                                         After 1 Year              $  64      $  75      $  35      $  25
12b-1 Fees*                .25%      1.00%      1.00%
                                                         After 3 Years             $ 100      $ 108      $  78      $  78
Other Expenses
                                                         After 5 Years             $ 138      $ 153      $ 133      $ 133
(after reimbursement)**    .50%       .50%       .50%
                                                         After 10 Years            $ 244      $ 257      $ 284      $ 257
Total                     1.75%      2.50%      2.50%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 Year   $  25
12b-1 Fees*
                          After 3 Years  $  78
Other Expenses
                          After 5 Years  $ 133
(after reimbursement)**
                          After 10 Years $ 284
Total
<CAPTION>
Advisory Fees
</TABLE>
 
                                       3
 
<PAGE>
*Class A Shares can pay up to .75 of 1% of average net assets as a 12b-1 Fee.
For the forseeable future, the Class A Shares 12b-1 Fees will be limited to .25
of 1% of average net assets. For Class B and Class C Shares of Evergreen Small
Cap Equity Income Fund and Evergreen Tax Strategic Foundation Fund, a portion of
the 12b-1 Fees equivalent to .25 of 1% of average net assets will be shareholder
servicing-related. Distribution-related 12b-1 Fees will be limited to .75 of 1%
of average net assets as permitted under the rules of the National Association
of Securities Dealers, Inc.
**Reflects agreements by Evergreen Asset to limit aggregate operating expenses
(including the Advisory Fees, but excluding interest, taxes, brokerage
commissions, Rule 12b-1 distribution fees and shareholder servicing fees and
extraordinary expenses) of Evergreen Small Cap Equity Income Fund and Evergreen
Tax Strategic Foundation Fund to 1.50% of average net assets until net assets
reach $15 million. Absent such agreements, the estimated annual operating
expenses for each Fund would be 2.75% for Class A and 3.50% for Class B and C
Shares.
(a) Estimated annual operating expenses reflect the combination of First Union
    Utility Portfolio and ABT Utility Income Fund.
       From time to time, each Fund's investment adviser may, at its discretion,
reduce or waive its fees or reimburse the Funds for certain of their expenses in
order to reduce their expense ratios. Each Fund's investment adviser may cease
these waivers and reimbursements at any time.
       The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in each Class of
Shares of the Funds will bear directly or indirectly. The amounts set forth both
in the tables and in the examples are estimated amounts based on the experience
of each Fund for the year ended December 31, 1994. Such amounts have been
restated to reflect current fee arrangements and in the case of Funds that did
not offer all of the above-referenced Classes of shares during such periods, the
amounts set forth in the tables are based on the expenses incurred by the
Classes which were offered. THE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND
ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more complete
description of the various costs and expenses borne by the Funds see "Management
of the Funds". As a result of asset-based sales charges, long-term shareholders
may pay more than the economic equivalent of the maximum front-end sales charges
permitted under the rules of the National Association of Securities Dealers,
Inc.
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the Fund if shorter for EVERGREEN UTILITY FUND has been audited by KPMG Peat
Marwick LLP, the Fund's independent auditors, for EVERGREEN TAX STRATEGIC
FOUNDATION FUND has been audited by Price Waterhouse LLP, the Fund's independent
auditors and for EVERGREEN SMALL CAP EQUITY INCOME FUND has been audited by
Ernst & Young LLP, the Fund's independent auditors. A report of KPMG Peat
Marwick LLP, Price Waterhouse LLP, or Ernst & Young LLP, as the case may be, on
the audited information with respect to each Fund is incorporated by reference
in the Fund's Statement of Additional Information. The following information for
each Fund should be read in conjunction with the financial statements and
related notes which are incorporated by reference in the Fund's Statement of
Additional Information.
       No financial highlights are shown for Class A, B or C Shares of Evergreen
Tax Strategic Foundation Fund and Evergreen Small Cap Equity Income Fund since
these classes did not have any operations prior to December 31, 1994.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN UTILITY FUND
<TABLE>
<CAPTION>
                                                                   CLASS A         CLASS B         CLASS C         CLASS Y
                                                                    SHARES          SHARES          SHARES          SHARES
                                                                  JANUARY 4,      JANUARY 4,     SEPTEMBER 2,    FEBRUARY 28,
                                                                    1994*           1994*           1994*           1994*
                                                                   THROUGH         THROUGH         THROUGH         THROUGH
                                                                 DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                     1994            1994            1994            1994
<S>                                                              <C>             <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period..........................      $10.00           $10.00          $9.33           $9.51
Income (loss) from investment operations:
Net investment income.........................................         .45              .39            .12             .37
Net realized and unrealized loss on investments...............       (1.01)           (1.01)          (.33)           (.50)
  Total from investment operations............................        (.56)            (.62)          (.21)           (.13)
Less distributions to shareholders from:
Net investment income.........................................        (.44)            (.38)          (.11)           (.37)
In excess of net investment income............................          --               --             --            (.01)(b)
  Total distributions.........................................        (.44)            (.38)          (.11)           (.38)
Net asset value, end of period................................       $9.00            $9.00          $9.01           $9.00
TOTAL RETURN+.................................................       (5.6%)           (6.2%)         (2.2%)          (1.6%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).....................      $4,190          $28,792           $128          $5,201
Ratios to average net assets:
  Expenses (a)................................................        .53%++          1.27%++        1.94%++          .40%++
  Net investment income (a)...................................       5.07%++          4.19%++        3.96%++         4.93%++
Portfolio turnover rate.......................................         23%              23%            23%             23%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge or contingent deferred
   sales charge is not reflected.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                           CLASS A         CLASS B         CLASS C         CLASS Y
                                            SHARES          SHARES          SHARES          SHARES

                                          JANUARY 4,      JANUARY 4,     SEPTEMBER 2,    FEBRUARY 28,
                                             1994            1994            1994            1994
                                           THROUGH         THROUGH         THROUGH         THROUGH
                                         DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
<S>                                          <C>             <C>             <C>             <C>
                                             1994            1994            1994            1994
  Expenses............................       1.43%           2.11%           2.78%           1.24%
  Net investment income...............       4.17%           3.35%           3.12%           4.09%
</TABLE>
 
(b) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.
                                       5
 
<PAGE>
EVERGREEN TAX STRATEGIC FOUNDATION FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                            NOVEMBER 2, 1993*
                                                                                          YEAR ENDED             THROUGH
                                                                                       DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                                                    <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period................................................        $ 10.31              $ 10.00
Income from investment operations:
Net investment income...............................................................            .27                  .05
Net realized and unrealized gain on investments.....................................            .08                  .31
  Total from investment operations..................................................            .35                  .36
Less distributions to shareholders from:
Net investment income...............................................................           (.27)                (.05)
Net realized gains..................................................................           (.12)                  --
  Total distributions...............................................................           (.39)                (.05)
Net asset value, end of period......................................................        $ 10.27              $ 10.31
TOTAL RETURN+.......................................................................           3.4%                 3.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...........................................        $10,575               $5,424
Ratios to average net assets:
  Expenses (a)......................................................................          1.49%                   0%++
  Net investment income (a).........................................................          2.87%                3.65%++
Portfolio turnover rate.............................................................           245%                  25%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share and for the period
   indicated and is not annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                                    NOVEMBER 2, 1993
                                                                  YEAR ENDED             THROUGH
                                                               DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                            <C>                  <C>
  Expenses..................................................         2.41%                3.10%
  Net investment income.....................................         1.95%                 .54%
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN SMALL CAP EQUITY INCOME FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                            OCTOBER 1, 1993*
                                                                                          YEAR ENDED             THROUGH
                                                                                       DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                                                    <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period................................................        $ 10.15              $ 10.00
Income (loss) from investment operations:
Net investment income...............................................................            .34                  .10
Net realized and unrealized gain (loss) on investments..............................           (.41)                 .15
  Total from investment operations..................................................           (.07)                 .25
Less distributions to shareholders from:
Net investment income...............................................................           (.33)                (.10)
Net realized gains..................................................................           (.05)                  --
    Total distributions.............................................................           (.38)                (.10)
Net asset value, end of period......................................................        $  9.70              $ 10.15
TOTAL RETURN+.......................................................................           (.7%)                2.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...........................................         $3,613               $2,236
Ratios to average net assets:
  Expenses (a)......................................................................          1.48%                   0%++
  Net investment income (a).........................................................          3.72%                4.07%++
Portfolio turnover rate.............................................................             9%                  15%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                                     OCTOBER 1, 1993
                                                                  YEAR ENDED             THROUGH
                                                               DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                            <C>                  <C>
  Expenses..................................................         4.68%                4.39%
  Net investment income (loss)..............................          .53%                (.33%)
</TABLE>
 
                                       7
 

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Small Cap Equity Income Fund

         The investment  objective of Evergreen  Small Cap Equity Income Fund is
to achieve a return consisting of current income and capital appreciation in the
value of its shares.  The  emphasis on current  income and capital  appreciation
will be relatively equal although,  over time,  changes in market conditions and
the level of  interest  rates may  cause the Fund to vary its  emphasis  between
these two  elements in its search for the optimum  return for its  shareholders.
The Fund seeks to achieve its investment objective through investments in common
stocks, preferred stocks, securities convertible into or exchangeable for common
stocks and fixed  income  securities.  Under  normal  conditions,  the Fund will
invest  at  least  65% of its  total  assets  in  equity  securities  (including
convertible  debt  securities) of companies that, at the time of purchase,  have
"total market  capitalization"  -- present market value per share  multiplied by
the total number of shares outstanding -- of less than $500 million.  The Fund's
investment objective is a fundamental policy.

         To the extent that the Fund seeks capital appreciation, it expects that
its investments  will provide growth over the long-term.  Investments,  however,
may be made on occasion for the purpose of short-term  capital  appreciation  if
the Fund believes that such investments will benefit its shareholders.  The Fund
may make investments in securities  regardless of whether or not such securities
are traded on a national securities exchange.  The value of portfolio securities
and their yields are expected to fluctuate over time because of varying  general
economic and market conditions.  Accordingly, there can be no assurance that the
Fund's investment  objective will be achieved.  The Fund may invest up to 35% of
its total assets in equity  securities of companies that at the time of purchase
have a total market  capitalization  of $500  million or more,  and in excess of
that percentage during temporary defensive periods.

         The Fund's  portfolio  will vary over time  depending upon the economic
outlook and market conditions.  The composition of its portfolio will be subject
to the  discretion  of the  Fund's  investment  adviser.  Ordinarily,  the  Fund
anticipates  that most of its portfolio  will consist of equity  securities  and
convertible debt securities.  A significant  portion of the equity  investments,
however,  will be income producing.  If in the judgment of the Fund's investment
adviser a  defensive  position  is  appropriate,  the Fund may take a  defensive
position and invest without limit in debt securities or government securities or
hold its assets in cash or cash  equivalents.  The  quality  standards  for debt
securities  include:  Obligations of banks and  commercial  paper rated no lower
than P-2 by Moody's Investor's Service  ("Moody's"),  A-2 by Standard and Poor's
Ratings  Group  ("S&P") or having a comparable  rating from  another  nationally
recognized  statistical rating organization  ("SRO");  and non-convertible  debt
securities rated no lower than Baa by Moody's or BBB by S&P.
Securities rated Baa or BBB may have speculative characteristics.

         The Fund may invest in real estate investment trusts ("Reits").  Equity
Reits invest  directly in real property while mortgage Reits invest in mortgages
on real property. The Fund does not intend to invest in Reits that are primarily
mortgage  Reits.  Equity Reits  usually  provide a high  current  yield plus the
opportunity of long-term price appreciation of real estate values.  Reits may be
subject to certain risks  associated  with the direct  ownership of real estate.
See  "Investment  Practices  and  Restrictions  - Special Risk  Considerations",
below.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  not  generally  exceed  100%.  The  Fund  may  employ  certain  additional
investment   strategies  which  are  discussed  in  "Investment   Practices  and
Restrictions", and "Special Risk Considerations", below.

Evergreen Tax Strategic Foundation Fund

         The investment  objective of Evergreen Tax Strategic Foundation Fund is
to maximize the after-tax "total return" on its portfolio of investments.  Total
return  consists of current income and capital  appreciation in the value of its
shares.  The Fund seeks to achieve this objective by investing in common stocks,
preferred  stocks and securities  convertible  into or  exchangeable  for common
stocks. It will also invest in debt obligations issued by states and possessions
of the United  States  and by the  District  of  Columbia,  and their  political
subdivisions and duly constituted authorities, the interest from which is exempt
from  Federal  income tax.  Such  securities  are  generally  known as Municipal
Securities.  The  Fund  may  also  invest  in  taxable  debt  securities.   (See
""Investment  Practices and  Restrictions - "Municipal  Securities and Taxable
Investments).  There can be no assurance that the Funds  investment  objective
will be achieved.  The objective is fundamental  and may not be changed  without
shareholder approval.

         To the extent that the Fund seeks capital appreciation, it expects that
its investments  will provide growth over the long-term.  Investments,  however,
may be made on occasion for the purpose of short-term  capital  appreciation  if
the Fund believes that such investments will benefit its shareholders.  The Fund
may make investments in securities  regardless of whether or not such securities
are traded on a national securities exchange.  The value of portfolio securities
and their yields are expected to fluctuate over time because of varying  general
economic and market conditions.  Accordingly, there can be no assurance that the
Fund's investment objective will be achieved.

         The Fund's asset  allocation  will vary from time to time in accordance
with  changing  economic  and market  conditions,  including:  inflation  rates,
business  cycle  trends,  business  regulations  and  tax  law  impacts  on  the
investment   markets.   The   composition  of  its  portfolio  will  be  largely
unrestricted  and subject to the  discretion of the Fund's  investment  adviser.
Under normal  circumstances,  the Fund  anticipates  that,  at the close of each
quarter of its taxable  year, at least 50% of the value of its total assets will
be  invested in  Municipal  Securities.  The balance  will be invested in equity
securities (including securities convertible into equity securities).

         With  respect to the fixed  income  portion  of the  Fund's  portfolio,
emphasis  will be placed on acquiring  issues  expected to  fluctuate  little in
value, except with changes in prevailing interest rates. The market value of the
Municipal  Securities in the Fund's  portfolio can be expected to vary inversely
to changes in prevailing  interest  rates.  The Fund may at times  emphasize the
generation of interest  income by investing in  high-yielding  debt  securities,
with short,  medium or long-term  maturities.  Investment in medium (i.e.,  with
maturities from five to ten years) to long-term (i.e.,  with maturities over ten
years)  debt  securities  may  also be made  with a view  to  realizing  capital
appreciation when the Fund's investment  adviser believes that interest rates on
such investments may decline, thereby increasing their market value.

         In general,  the Fund will invest in Municipal  Securities only if they
are determined to be of high or upper medium quality.  These include bonds rated
BBB or higher by S&P or Baa by Moody's or another SRO. For a description of such
ratings see the  Statement  of  Additional  Information.  The Fund may  purchase
Municipal  Securities  which  are  unrated  at the  time  of  purchase,  if such
securities are determined by the Fund's  investment  adviser to be of comparable
quality. Certain Municipal Securities (primarily variable rate demand notes) may
be entitled to the benefit of standby  letters of credit or similar  commitments
issued by banks and, in such instances,  the Fund's investment adviser will take
into  account  the  obligation  of the bank in  assessing  the  quality  of such
security. Medium grade bonds are more susceptible to adverse economic conditions
or changing circumstances than higher grade bonds.

         Interest  income on certain  types of bonds issued after August 7, 1986
to finance nongovernmental  activities is an item of "tax-preference" subject to
the Federal  alternative  minimum tax for individuals and  corporations.  To the
extent the Fund invests in these  "private  activity"  bonds (some of which were
formerly  referred  to  as  "industrial  development"  bonds),   individual  and
corporate  shareholders,  depending  on  their  status,  may be  subject  to the
alternative minimum tax on the part of the Fund's distributions derived from the
bonds.  As a matter of  fundamental  policy,  80% of the Fund's  investments  in
Municipal  Securities will be invested in Municipal Securities the interest from
which is not subject to the Federal alternative minimum tax.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  generally not exceed 100% for the equity portion of its portfolio and 200%
for the fixed income portion. The Fund may employ certain additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Utility Fund

         The  investment  objective  of  Evergreen  Utility Fund is to achieve a
return consisting of high current income and moderate capital appreciation.  The
Fund invests primarily in a diversified  portfolio of equity and debt securities
of utility  companies  that produce,  transmit or  distribute  gas or electrical
energy, as well as those companies which provide communications facilities, such
as telephone and telegraph companies. As a matter of investment policy, the Fund
will invest at least 65% of the value of its total  assets in utility  companies
that derive 50% of their revenues from  utilities or assets  relating to utility
industries.  In addition,  the Fund may invest up to 35% of its assets in common
stock of  non-utility  companies.  There  can be no  assurance  that the  Fund's
investment objective will be achieved.



<PAGE>


         The Fund may invest in:

                  common and preferred stocks,  bonds and convertible  preferred
         stocks of utility companies  selected by the Fund's investment  adviser
         on the basis of traditional research  techniques,  including assessment
         of  earnings  and  dividend  growth  prospects  and  of  the  risk  and
         volatility  of  the  individual  company's  industry.   However,  other
         factors,  such as product  position,  market share or profitability may
         also be considered by the Fund's investment adviser. The Fund will only
         invest its assets in debt securities  rated Baa or higher by Moody's or
         BBB or higher by S&P or which,  if  unrated,  are  considered  to be of
         comparable quality by the Fund's investment adviser;

                  securities  which are either  issued or guaranteed by the U.S.
         government, its agencies or instrumentalities. These securities include
         direct obligations of the U.S.  Treasury,  such as U.S. Treasury bills,
         notes and bonds; and notes, bonds and discount notes of U.S. government
         agencies or instrumentaltiies such as the Farm Credit System, including
         the  National  Bank for  Cooperatives,  Farm Credit Banks and Banks for
         Cooperatives,  Farmers  Home  Administration,  Federal Home Loan Banks,
         Federal  Home Loan  Mortgage  Corporation,  Federal  National  Mortgage
         Association,  Government  National Mortgage  Association,  Student Loan
         Marketing Association,  Tennessee Valley Authority,  Export-Import Bank
         of the United State,  Commodity Credit  Corporation,  Federal Financing
         Bank and National Credit Union Administration. Some of these securities
         are supported by the full faith and credit of the U.S. government,  and
         others are supported only by the full faith and credit of the agency or
         instrumentality;

                  commercial paper, including master demand notes;

                  American  Depositary  Receipts  ("ADRs") of foreign  companies
         traded  on  the  New  York  or   American   Stock   Exchanges   or  the
         over-the-counter market;

                  foreign securities  (either foreign or U.S.  securities traded
         in  foreign  markets).  The Fund may also  invest in other  obligations
         denominated  in foreign  currencies.  In making  these  decisions,  the
         Fund's  investment  adviser will consider such factors as the condition
         and growth  potential  of various  economies  and  securities  markets,
         currency and taxation  considerations  and other  pertinent  financial,
         social,  national and political factors. (See "Investment Practices and
         Restrictions" - "Other Investment Policies" and "Foreign Investments".)
         The Fund  will  not  invest  more  than 10% of its  assets  in  foreign
         securities;

                  obligations,  including  certificates  of deposit and bankers'
         acceptances,  of banks or savings and loan associations having at least
         $1 billion in deposits  and insured by the Bank  Insurance  Fund or the
         Savings Association  Mortagage Fund, including U.S. branches of foreign
         banks and foreign branches of U.S. banks; and

                  securities of other investment companies.

         Bonds  rated  Baa  by  Moody's  or  BBB by  S&P  may  have  speculative
characteristics.  Changes in economic conditions or other circumstances are more
likely to weaken such bonds' prospects for principal and interest  payments than
higher rated bonds.  However,  like the higher rated bonds, these securities are
considered investment grade.

         As of  December  31,  1994  approximately  88% of the Fund's  portfolio
consisted  of  equity  securities.   The  Fund  may  employ  certain  additional
investment   strategies  which  are  discussed  in  "Investment   Practices  and
Restrictions", below.

INVESTMENT PRACTICES AND RESTRICTIONS

Defensive  Investments.  The Funds may invest without limitation in high quality
money market  instruments,  such as notes,  certificates  of deposit or bankers'
acceptances,  or U.S.  government  securities  if, in the  opinion of the Funds'
investment advisers,  market conditions warrant a temporary defensive investment
strategy.

Portfolio Turnover and Brokerage.  A portfolio turnover rate of 100% would occur
if all of a Fund's portfolio securities were replaced in one year. The portfolio
turnover rate experienced by a Fund directly affects  brokerage  commissions and
other  transaction  costs  which  the Fund must  pay.  A high rate of  portfolio
turnover will increase such costs. It is contemplated that Lieber & Company,  an
affiliate  of Evergreen  Asset and a member of the New York and  American  Stock
Exchanges,  will  to the  extent  practicable  effect  substantially  all of the
portfolio  transactions  for the  Evergreen  Small Cap  Equity  Income  Fund and
Evergreen Tax Strategic Foundation Fund on those exchanges. See the Statement of
Additional   Information  for  further   information   regarding  the  brokerage
allocation practices of these Funds.

Borrowing.  As a matter of  fundamental  policy,  the Funds may not borrow money
except from banks as a temporary  measure to facilitate  redemption  requests or
for  extraordinary  or emergency  purposes.  The proceeds from borrowings may be
used to  facilitate  redemption  requests  which  might  otherwise  require  the
untimely disposition of portfolio securities.  The specific limits applicable to
borrowing by each Fund are set forth in the Statement of Additional Information.

Lending  of  Portfolio  Securities.  In order to  generate  income and to offset
expenses, the Funds may lend portfolio securities to brokers,  dealers and other
financial  institutions.   The  Funds'  investment  advisers  will  monitor  the
creditworthiness  of such  borrowers.  Loans of securities by the Funds,  if and
when made,  may not exceed 30% of the value of the total assets of the Evergreen
Small Cap Equity Income Fund and Evergreen Tax Strategic  Foundation  Fund,  and
15% of the value of the total  assets of  Evergreen  Utility  Fund,  and must be
collateralized by cash or U.S. Government  securities that are maintained at all
times in an amount  equal to at least 100% of the  current  market  value of the
securities  loaned,  including  accrued  interest.  While such securities are on
loan, the borrower will pay a Fund any income accruing thereon, and the Fund may
invest the cash  collateral  in portfolio  securities,  thereby  increasing  its
return.  Any gain or loss in the  market  price of the loaned  securities  which
occurs during the term of the loan would affect a Fund and its investors. A Fund
has the right to call a loan and  obtain  the  securities  loaned at any time on
notice of not more than five business  days. A Fund may pay  reasonable  fees in
connection with such loans.

There is the risk that when lending portfolio securities, the securities may not
be available to a Fund on a timely basis and the Fund may,  therefore,  lose the
opportunity to sell the  securities at a desirable  price.  In addition,  in the
event that a borrower of securities  files for bankruptcy or becomes  insolvent,
dispostion of the securities may be delayed pending court action.

Illiquid  or  Restricted  Securities.  Each Fund may invest up to 15% of its net
assets in  illiquid  securities  and  other  securities  which  are not  readily
marketable, except that Evergreen Small Cap Equity Income Fund and Evergreen Tax
Strategic  Foundation  Fund  may  only  invest  up to 10%  of  their  assets  in
repurchase   agreements  with  maturities  longer  than  seven  days.   Illiquid
securities include certain restricted  securities not determined by the Trustees
to be liquid,  non-negotiable time deposits and repurchase  agreements providing
for  settlement  in more than seven days after notice.  Securities  eligible for
resale  pursuant to Rule 144A under the Securities Act of 1933,  which have been
determined  to be  liquid,  will  not be  considered  by the  Funds'  investment
advisers  to be  illiquid  or not readily  marketable  and,  therefore,  are not
subject to the  aforementioned  15% limit. The inability of a Fund to dispose of
illiquid or not readily marketable  investments readily or at a reasonable price
could impair the Fund's ability to raise cash for redemptions or other purposes.
The  liquidity of  securities  purchased by a Fund which are eligible for resale
pursuant to Rule 144A will be monitored by each Fund's investment  adviser on an
ongoing basis, subject to the oversight of the Trustees.  In the event that such
a security is deemed to be no longer liquid,  a Fund's holdings will be reviewed
to determine  what action,  if any, is required to ensure that the  retention of
such  security  does not  result in a Fund  having  more than 15% of its  assets
invested in illiquid or not readily marketable securities.

Repurchase  Agreements and Reverse  Repurchase  Agreements.  The Funds may enter
into repurchase  agreements may be entered into with member banks of the Federal
Reserve System,  including the Custodian or primary  dealers in U.S.  Government
securities.  A repurchase  agreement is an arrangement pursuant to which a buyer
purchases a security and  simultaneously  agrees to resell it to the vendor at a
price that  results in an  agreed-upon  market rate of return which is effective
for the period of time (which is normally one to seven days,  but may be longer)
the buyer's  money is invested in the  security.  The  arrangement  results in a
fixed  rate of return  that is not  subject  to market  fluctuations  during the
holding  period.  A Fund requires  continued  maintenance of collateral with its
Custodian in an amount at least equal to the repurchase price (including accrued
interest).  In the event a vendor defaults on its repurchase obligation,  a Fund
might  suffer  a loss to the  extent  that  the  proceeds  from  the sale of the
collateral  were less than the  repurchase  price.  If the  vendor  becomes  the
subject of  bankruptcy  proceedings,  a Fund  might be  delayed  in selling  the
collateral.  The Funds' investment  advisers will review and continually monitor
the  creditworthiness  of  each  institution  with  which a Fund  enters  into a
repurchase agreement to evaluate these risks.

         The Funds may  borrow  money by  entering  into a  "reverse  repurchase
agreement" by which a Fund may agree to sell  portfolio  securities to financial
institutions  such as banks  and  broker-dealers,  and to  repurchase  them at a
mutually agreed upon date and price, for temporary or emergency purposes. At the
time a Fund  enters  into a reverse  repurchase  agreement,  it will  place in a
segregated  custodial  account cash, U.S.  government  securities or liquid high
grade debt  obligations  having a value at least equal to the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such equivalent value is maintained.  Reverse repurchase agreements involve
the risk that the  market  value of the  securities  sold by a Fund may  decline
below the  repurchase  price of those  securities.  A Fund  will not enter  into
reverse repurchase agreements exceeding 5% of the value of its total assets.

Futures  and  Related  Options.  Evergreen  Small  Cap  Equity  Income  Fund and
Evergreen  Utility Fund may, to a limited extent,  enter into financial  futures
contracts, including futures contracts based on securities indices, purchase and
sell  options  on  such  futures  contracts,   and  engage  in  related  closing
transactions to the extent available to hedge all or a portion of its portfolio,
or as an efficient means of regulating its exposure to the equity  markets.  The
Funds will only use futures instruments for hedging, not speculative,  purposes.
The  Funds  may  not  enter  into  futures  contracts  or  related  options  if,
immediately  thereafter,  more than 30% of a Fund's total assets would be hedged
thereby or the  amounts  committed  to margin and  premiums  paid for  unexpired
options would exceed 5% of a Fund's total  assets.  These  transactions  include
brokerage  costs and require  each Fund to  segregate  liquid high grade debt or
cash to cover  contracts  which would require them to purchase  securities.  The
Funds may lose the expected benefit of the transactions if securities  prices or
interest rates move in an unanticipated manner. In addition, if a Fund purchases
futures  contract on indices of  securities,  their value may not  fluctuate  in
proportion to the value of the Fund's securities,  limiting its ability to hedge
effectively.

         While the Evergreen Small Cap Equity Income Fund and Evergreen  Utility
Fund will  enter into  futures  contracts  only if there  appears to be a liquid
secondary  market for such  contracts,  there can be no assurance that the Funds
will be able to close out positions in a specific  contract at a specific  time.
Each Fund will not enter into a particular  index-based  futures contract unless
the Fund's investment adviser determines that a correlation exists between price
movements in the  index-based  futures  contract and in  securities  in a Fund's
portfolio.  Such  correlation  is not likely to be  perfect,  since each  Fund's
portfolio is not likely to contain the same securities used in the index.

         Evergreen  Small Cap Equity Income Fund and Evergreen  Utility Fund may
attempt to earn income from selling  (writing) call options on futures contracts
in instances where each Fund's  investment  adviser  believes that the long-term
investments  held by the Fund  which are the  subjects  of such  contracts  will
remain stable or experience a decline with respect to the U.S. dollar during the
term of the option. By selling such an option, a Fund forgoes all or part of the
appreciation  potential involved in holding  investments that are the subject of
the  futures  contract  on which an option was written and may be forced to make
untimely  liquidations  of its  investments  to meet its  obligations  under the
option contract.

Options And Futures.  Evergreen Utility Fund may deal in put and call options. A
call option gives the purchaser the right to buy, and the writer the  obligation
to sell, the underlying  asset at the exercise price during the option period. A
put option gives the purchaser the right to sell,  and the writer the obligation
to buy, the underlying asset at the exercise price during the option period. The
writer of a covered  call owns  assets  that are  acceptable  for escrow and the
writer of a secured  put invests an amount not less than the  exercise  price in
eligible  assets to the  extent  that it is  obligated  as a  writer.  If a call
written by a Fund is  exercised,  the Fund forgoes any  possible  profit from an
increase in the market price of the  underlying  asset over the  exercise  price
plus the premium  received.  In writing puts, there is a risk that a Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

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

Floating Rate and Variable Rate Obligations.  The Municipal  Securities in which
Evergreen Tax Strategic Foundation Fund may invest also include certain variable
rate and floating rate municipal  obligations  with or without demand  features.
These variable rate securities do not have fixed interest rates;  rather,  those
rates fluctuate based upon changes in specified market rates,  such as the prime
rate,  or are adjusted at  predesignated  periodic  intervals.  Certain of these
obligations  may carry a demand  feature that gives the  Evergreen Tax Strategic
Foundation  Fund the right to demand  prepayment of the principal  amount of the
security  prior to its maturity  date.  The demand  obligation may or may not be
backed by  letters  of credit or other  guarantees  of banks or other  financial
institutions.  Such  guarantees  may enhance the  quality of the  security.  The
Evergreen Tax Strategic  Foundation Fund will limit the value of its investments
in any floating or variable rate securities which are not readily marketable and
in all  other  not  readily  marketable  securities  to 5% or less of its  total
assets.

When-Issued  Securities.  Evergreen  Utility Fund and  Evergreen  Tax  Strategic
Foundation  Fund may purchase  securities on a  "when-issued"  basis (i.e.,  for
delivery  beyond the normal  settlement  date at a stated price and yield).  The
Funds generally  would not pay for such securities or start earning  interest on
them until they are received.  However,  when the Funds purchase securities on a
when-issued  basis,  they assume the risks of ownership at the time of purchase,
not at the  time of  receipt.  Failure  of the  issuer  to  deliver  a  security
purchased by a Fund on a  when-issued  basis may result in the Fund  incurring a
loss or missing an opportunity to make an alternative investment. Commitments to
purchase  when-issued  securities  will not  exceed  25% of the total  assets of
Evergreen Tax Strategic Foundation Fund and 20% of the total assets of Evergreen
Utility Fund. The Evergreen Tax Strategic  Foundation Fund will maintain cash or
high quality short-term securities in a segregated account with its custodian in
an  amount  equal to such  commitments.  The Fund does not  intend  to  purchase
when-issued  securities for speculative  purposes but only in furtherance of its
investment objective.

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

Taxable Fixed Income Investments.  Evergreen Tax Strategic  Foundation Fund may,
however,  temporarily invest up to 20% of its total assets in taxable securities
under any one or more of the following circumstances:  (a) pending investment of
proceeds  of  sale  of Fund  shares  or of  portfolio  securities,  (b)  pending
settlement of purchases of portfolio  securities,  and (c) to maintain liquidity
for the purpose of meeting anticipated  redemptions.  In addition,  the Fund may
temporarily  invest more than 20% of its total assets in taxable  securities for
defensive  purposes.  The Fund may invest for defensive  purposes during periods
when the Fund's assets available for investment  exceed the available  Municipal
Securities that meet the Fund's quality and other investment  criteria.  Taxable
securities  in  which  the  Fund  may  invest  on  a  short-term  basis  include
obligations of the 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  ratings  assigned by any major rating
service; commercial paper rated in the highest grade by Moody's, S&P or any SRO;
and  certificates of deposit issued by United States branches of U.S. banks with
assets of $1 billion or more.

Fixed-Income Securities -- Downgrades. If any security invested in by any of the
Funds loses its rating or has its rating  reduced  after the Fund has  purchased
it, the Fund is not required to sell or otherwise  dispose of the security,  but
may consider doing so.

Special Risk Considerations

Investments  in the Utility  Industry.  In view of the Evergreen  Utility Fund's
investment concentration,  investors should be aware of certain risks associated
with the utility  industry in general.  These  include  difficulties  in earning
adequate returns on investments despite frequent rate increases, restrictions on
operations  and  increased  costs and  delays due to  governmental  regulations,
building or construction delays,  environmental  regulations,  difficulty of the
capital  markets  in  absorbing   utility  debt  and  equity   securities,   and
difficulties in obtaining fuel at reasonable prices.

         The Fund's  investment  adviser believes that the risks of investing in
utility  securities  can  be  reduced.  The  professional  portfolio  management
techniques  used by the Fund's  investment  adviser  to attempt to reduce  these
risks include credit research.  The Fund's  investment  adviser will perform its
own credit analysis,  in addition to using recognized  rating agencies and other
sources,  including  discussions  with an issuer's  management,  the judgment of
other investment analysts, and its own informed judgment. The credit analysis of
the Fund's investment adviser will consider an issuer's financial soundness, its
responsiveness  to  changes  in  interest  rates and  business  conditions,  its
anticipated  cash  flow,  interest  or  dividend  coverage,   and  earnings.  In
evaluating an issuer,  the Fund's investment  adviser places special emphasis on
the estimated current value of the issuer's assets rather than historical costs.

         Bond prices move inversely to interest  rates,  i.e., as interest rates
decline the value of the bonds increase and vice versa.  The longer the maturity
of a bond,  the greater  the  exposure to market  price  fluctuations.  The same
market factors are reflected in the share price or net asset value of bond funds
which will vary with  interest  rates.  There is no limit on the maturity of the
fixed income securities purchased by the Fund.

Investment  in Foreign  Securities.  Investments  by  Evergreen  Utility Fund in
foreign  securities  require  consideration  of  certain  factors  not  normally
associated with investments in securities of U.S. issuers. For example, a change
in the value of any foreign currency  relative to the U.S. dollar will result in
a  corresponding  change in the U.S.  dollar value of securities  denominated in
that  currency.  Accordingly,  a change  in the  value of any  foreign  currency
relative to the U.S.  dollar will result in a  corresponding  change in the U.S.
dollar value of the assets of the Fund  denominated  or traded in that currency.
If the value of a particular foreign currency falls relative to the U.S. dollar,
the U.S. dollar value of the assets of a Fund  denominated in such currency will
also fall. The performance of a Fund will be measured in U.S. dollars.

         Securities  markets of foreign  countries  generally are not subject to
the same degree of regulation  as the U.S.  markets and may be more volatile and
less liquid.  Lack of liquidity may affect a Fund's  ability to purchase or sell
large blocks of securities  and thus obtain the best price.  The lack of uniform
accounting  standards  and  practices  among  countries  impairs the validity of
direct  comparisons of valuation  measures (such as  price/earnings  ratios) for
securities  in  different  countries.  In  addition,  a  Fund  may  incur  costs
associated  with currency  hedging and the  conversion of foreign  currency into
U.S. dollars and may be adversely  affected by restrictions on the conversion or
transfer of foreign currency.  Other considerations include political and social
instability,   expropriation,   the  lack  of  available   information,   higher
transaction costs (including  brokerage  charges),  increased  custodian charges
associated with holding foreign securities and different  securities  settlement
practices. Settlement periods for foreign securities, which are sometimes longer
than those for securities of U.S. issuers, may affect portfolio liquidity. These
different settlement practices may cause missed purchasing  opportunities and/or
the loss of interest on money market and debt investments pending further equity
or long-term debt investments.  In addition,  foreign  securities held by a Fund
may be traded on days  that the Fund  does not value its  portfolio  securities,
such as Saturdays and customary business holidays,  and,  accordingly,  a Fund's
net asset value may be significantly  affected on days when  shareholders do not
have access to the Fund.

         ADRs and European  Depositary  Receipts  ("EDRs") and other  securities
convertible   into   securities  of  foreign  issuers  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted  but rather in the  currency  of the market in which they are  traded.
ADRs are receipts  typically  issued by an American  bank or trust company which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
EDRs are receipts  issued in Europe by banks or  depositories  which  evidence a
similar ownership arrangement.  Generally ADRs, in registered form, are designed
for use in United  States  securities  markets  and EDRs,  in bearer  form,  are
designed for use in European securities markets.

Investments  Related  to  Real  Estate.  Risks  associated  with  investment  in
securities  of companies in the real estate  industry  include:  declines in the
value of real estate,  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition,   increases  in  property  taxes  and
operating  expenses,  changes in zoning laws,  casualty or condemnation  losses,
variations  in rental  income,  changes in  neighborhood  values,  the appeal of
properties to tenants and increase in interest rates.  In addition,  equity real
estate  investment  trusts  may be  affected  by  changes  in the  value  of the
underlying  property owned by the trusts,  while mortgage real estate investment
trusts may be affected by the quality of credit  extended.  Equity and  mortgage
real estate investment trusts are dependent upon management  skills,  may not be
diversified and are subject to the risks of financing projects.  Such trusts are
also  subject  to heavy  cash  flow  dependency,  defaults  by  borrowers,  self
liquidation and the possibility of failing to qualify for tax-free  pass-through
of income under the Internal Revenue Code (the "Code") and to maintain exemption
from the  Investment  Company Act of 1940,  as amended (the "1940 Act").  In the
event an issuer of debt securities  collateralized by real estate defaulted,  it
is conceivable that a Fund could end up holding the underlying real estate.

Investments in Small  Companies.  Investment in the securities of small or newly
formed  companies  involves  greater  risk  than  investments  in  larger,  more
established  issuers. The Evergreen Small Cap Equity Income Fund may invest to a
large  extent in small or newly  formed  companies  which have  limited  product
lines,  markets  or  financial  resources  and may lack  management  depth.  The
securities of such companies may have limited  marketability  and may be subject
to more abrupt or erratic  movements in price than  securities  of larger,  more
established companies, or equity securities in general.

Other  Investment  Restrictions.  Each Fund has  adopted  additional  investment
restrictions  that are set forth in the  Statement  of  Additional  Information.
Unless  otherwise  noted,  the restrictions and policies set forth above are not
fundamental and may be changed without shareholder  approval.  Shareholders will
be notified of any changes in policies that are not fundamental.

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

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

INVESTMENT ADVISERS

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

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

         As investment  adviser to Evergreen Tax Strategic  Foundation  Fund and
Evergreen  Small Cap Equity  Income Fund,  Evergreen  Asset  manages each Fund's
investments, provides various administrative services and supervises each Fund's
daily  business  affairs,  subject to the authority of the  Trustees.  Evergreen
Asset is entitled to receive from  Evergreen  Small Cap Equity Income Fund a fee
equal to 1% of  average  daily net  assets on an annual  basis on the first $750
million in assets,  .9 of 1% of average  daily net assets on an annual  basis on
the next $250 million in assets,  and .8 of 1% of average daily net assets on an
annual basis on assets over $1 billion.  With respect to Evergreen Tax Strategic
Foundation  Fund,  Evergreen Asset is entitled to receive a fee equal to .875 of
1% of average  daily net assets on an annual  basis on the first $750 million in
assets,  .75 of 1% of average  daily net  assets on an annual  basis on the next
$250  million in assets,  and .7 of 1% of average  daily net assets on an annual
basis on assets  over $1  billion.  The fee paid by  Evergreen  Small Cap Equity
Income Fund and Evergreen Tax Strategic  Foundation Fund is higher than the rate
paid by most other investment companies. Until Evergreen Small Cap Equity Income
Fund and  Evergreen  Tax  Strategic  Foundation  Fund  reach $15  million in net
assets,  Evergreen  Asset has agreed to reimburse  such Funds to the extent that
their aggregate  operating expenses exceed 1.50% of its average daily net assets
for any  fiscal  year.  Any  reimbursement  pursuant  to the  foregoing  will be
exclusive of interest,  taxes,  brokerage  commissions,  Rule 12b-1 distribution
fees and  shareholder  servicing  fees and  extraordinary  expenses.  The  total
expenses  as a  percentage  of average  daily net  assets on an annual  basis of
Evergreen  Small Cap Equity Income Fund and  Evergreen Tax Strategic  Foundation
Fund for the fiscal  year ended  December  31, 1994 are set forth in the section
entitled  "Financial   Highlights".   The  above-mentioned  expense  ratios  for
Evergreen  Small Cap Equity Income Fund and  Evergreen Tax Strategic  Retirement
Fund are net of  voluntary  advisory fee waivers and expense  reimbursements  by
Evergreen  Asset which may, at its  discretion,  revise or cease this  voluntary
waiver at any time.

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen Utility Fund and, as compensation  therefor, is entitled to receive an
annual fee equal to .50 of 1% of average daily net assets of the Fund. The total
expenses  as a  percentage  of average  daily net  assets on an annual  basis of
Evergreen Utility Fund for the fiscal year ended December 31, 1994 are set forth
in the  section  entitled  "Financial  Highlights".  Evergreen  Asset  serves as
administrator  to Evergreen  Utility Fund and is entitled to receive a fee based
on the average  daily net assets of the Fund at a rate based on the total assets
of the mutual funds  administered  by Evergreen Asset for which CMG or Evergreen
Asset  also serve as  investment  adviser,  calculated  in  accordance  with the
following schedule: .050% of the first $7 billion; .035% on the next $3 billion;
 .030% on the next $5 billion;  .020% on the next $10 billion;  .015% on the next
$5  billion;  and  .010%  on  assets  in  excess  of $30  billion.  Furman  Selz
Incorporated,  the parent of Evergreen Funds Distributor,  Inc., distributor for
the Evergreen group of mutual funds,  serves as  sub-administrator  to Evergreen
Utility  Fund and is entitled to receive a fee from the Fund  calculated  on the
average  daily net assets of the Fund at a rate based on the total assets of the
mutual funds  administered  by Evergreen  Asset for which CMG or Evergreen Asset
also serve as investment  adviser,  calculated in accordance  with the following
schedule:  .0100% of the first $7 billion; .0075% on the next $3 billion; .0050%
on the next $15  billion;  and  .0040% on assets in excess of $25  billion.  The
total assets of the mutual funds  administered  by Evergreen Asset for which CMG
or  Evergreen  Asset  serve as  investment  adviser  as of March  31,  1995 were
approximately $8 billion.

         The  portfolio  manager for  Evergreen  Small Cap Equity Income Fund is
Nola Maddox Falcone,  C.F.A., who is President and Co-Chief Executive Officer of
Evergreen  Asset.  Ms.  Falcone has served as the principal  manager of the Fund
since 1993. Stephen A. Lieber, who is Chairman and Co-Chief Executive Officer of
Evergreen  Asset,  together  with James T. Colby,  III,  serve as the  portfolio
managers for  Evergreen  Tax  Strategic  Foundation  Fund.  Mr. Lieber makes all
allocation  decisions and  investment  decisions  for the equity  portion of the
portfolio and Mr. Colby manages the fixed-income  portion.  Mr. Colby has served
as a fixed-income  portfolio  manager with Evergreen Asset since 1992.  Prior to
that, Mr. Colby served as Vice President-Investments at American Express Company
from 1987 to 1992.  Both have  served as the  Fund's  principal  managers  since
inception.  The portfolio  manager of Evergreen Utility Fund since its inception
is H. Bradley Donovan,  who is an Assistant Vice President of FUNB, and has been
with  First  Union  since  1992.  Prior to that,  Mr.  Donovan  had  served as a
portfolio manager and equity analyst at The Bank of Boston.

SUB-ADVISER

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

DISTRIBUTION PLANS AND AGREEMENTS

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

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

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

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



<PAGE>


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

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

HOW TO BUY SHARES

         You can  purchase  shares of any of the Funds  through  broker-dealers,
banks or other financial  intermediaries,  or directly  through EFD. The minimum
initial investment is $1,000,  which may be waived in certain situations.  There
is no minimum for subsequent investments. Investments of $25 or more are allowed
under the systematic  investment program.  Share certificates are not issued for
Class A, Class B and Class C shares.  In states where EFD is not registered as a
broker-dealer shares of a Fund will only be sold through other broker-dealers or
other  financial  institutions  that  are  registered.  See the  Share  Purchase
Application and Statement of Additional  Information for more information.  Only
Class A, Class B and Class C shares are offered  through  this  Prospectus  (See
"General Information" - "Other Classes of Shares").

Class A  Shares-Front-End  Sales Charge  Alternative.  You can purchase  Class A
shares at net asset value plus an initial sales charge, as follows:


                              Initial Sales Charge

 ------------------------ ----------------- --------------- ------------------
                                                            Commission to 
                                                            Dealer/Agent
                          as a % of the Net as a % of the   as a % of 
 Amount of Purchase       Amount Invested   Offering Price  Offering Price
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------

 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 Less than $100,000             4.99%             4.75%                 4.25%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $100,000 - $249,999            3.90%             3.75%                 3.25%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $250,000 - $499,999            3.09%             3.00%                 2.50%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $500,000 - $999,999            2.04%             2.00%                 1.75%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 $1,000,000 - $2,499,999        1.01%             1.00%                 1.00%
 ------------------------ ----------------- --------------- ------------------
 ------------------------ ----------------- --------------- ------------------
 Over $2,500,000                  .25%             .25%                  .25%
 ------------------------ ----------------- --------------- ------------------

         No front-end sales charges are imposed on Class A shares  purchased by:
institutional investors, which may include bank trust departments and registered
investment advisers; investment advisers,  consultants or financial planners who
place  trades for their own  accounts or the  accounts of their  clients and who
charge such clients a management,  consulting, advisory or other fee; clients of
investment  advisers  or  financial  planners  who  place  trades  for their own
accounts if the  accounts  are linked to the master  account of such  investment
advisers or financial  planners on the books of the  broker-dealer  through whom
shares  are  purchased;  institutional  clients  of  broker-dealers,   including
retirement  and  deferred  compensation  plans and the trusts used to fund these
plans,  which place trades through an omnibus account  maintained with a Fund by
the  broker-dealer;  shareholders of record on October 12, 1990 in any series of
Evergreen  Investment  Trust in existence on that date, and the members of their
immediate  families;   employees  of  FUNB  and  its  affiliates,  EFD  and  any
broker-dealer  with whom EFD has entered into an agreement to sell shares of the
Funds,  and members of the immediate  families of such  employees;  and upon the
initial  purchase of an  Evergreen  mutual  fund by  investors  reinvesting  the
proceeds from a redemption  within the preceeding thirty days of shares of other
mutual funds,  provided such shares were  initially  purchased  with a front-end
sales charge or subject to a CDSC.  Certain  broker-dealers  or other  financial
institutions may impose a fee on transaction in shares of the Funds.

         Class A shares may also be  purchased  at net asset value by  qualified
and  non-qualified  employee  benefit and savings plans which make shares of the
Funds and the other Evergreen mutual funds available to their participants,  and
which:  (a) are employee  benefit plans having at least $1,000,000 in investable
assets, or 250 or more eligible  participants;  or (b) are non-qualified benefit
or profit sharing plans which are sponsored by an organization  which also makes
the  Evergreen  mutual  funds  available  through a qualified  plan  meeting the
criteria specified under (a). In connection with sales made to plans of the type
described in the  preceeding  sentence that are clients of  broker-dealers,  and
which do not qualify for sales at net asset value under the conditions set forth
in the paragraph above,  payments may be made in an amount equal to .50 of 1% of
the net asset value of shares  purchased.  These payments are subject to reclaim
in the event shares are redeemed within 12 months after purchase.

         When Class A shares are sold, EFD will normally retain a portion of the
applicable  sales  charge  and pay the  balance  to the  broker-dealer  or other
financial  intermediary through whom the sale was made. EFD may also pay fees to
banks  from  sales  charges  for  services  performed  on behalf  of the  bank's
customers in connection with the purchase of shares of the Funds. In addition to
compensation  paid at the time of sale,  entities  whose clients have  purchased
Class A shares  may  receive  a  trailing  commission  equal to .25 of 1% of the
average daily value on an annual basis of Class A shares held by their  clients.
Certain  purchases  of Class A shares may qualify for reduced  sales  charges in
accordance  with a  Fund's  Combined  Purchase  Privilege,  Cumulative  Quantity
Discount,  Statement of Intention,  Privilege for Certain  Retirement  Plans and
Reinstatement Privilege. Consult the Share Purchase Application and Statement of
Additional Information for additional information concerning these reduced sales
charges.

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

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

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

Class C Shares--Level-Load  Alternative. You can purchase Class C shares without
any initial sales charge and, therefore, the full amount of your investment will
be used to purchase Fund shares. However, you will pay a 1.0% CDSC if you redeem
shares  during  the first  year  after  purchase.  Class C shares  incur  higher
distribution  and/or  shareholder  service fees than Class A shares but,  unlike
Class B shares,  do not  convert to any other  class of shares of the Fund.  The
higher fees mean a higher expense ratio,  so Class C shares pay  correspondingly
lower dividends and may have a lower net asset value than Class A shares. Shares
obtained from dividend or distribution reinvestment are not subject to the CDSC.

         No contingent  deferred  sales charge will be imposed on Class C shares
purchased by institutional  investors,  and through employee benefit and savings
plans eligible for the exemption from front-end  sales charges  described  under
"Class A Shares-Front End Sales Charge Alternative",  above.  Broker-dealers and
other financial  intermediaries  whose clients have purchased Class C shares may
receive a trailing  commission  equal to .75 of 1% of the average daily value of
such shares on an annual basis held by their clients more than one year from the
date of purchase.  The payment of trailing commissions will commence immediately
with respect to shares eligible for exemption from the contingent deferred sales
charge normally applicable to Class C shares.

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

How the Funds Value Their Shares. The net asset value of each Class of shares of
a Fund is  calculated  by  dividing  the value of the  amount of the  Fund's net
assets  attributable  to that Class by the number of outstanding  shares of that
Class.  Shares are valued each day the New York Stock Exchange (the  "Exchange")
is open as of the close of regular trading  (currently 4:00 p.m.  Eastern time).
The securities in a Fund are valued at their current market value  determined on
the basis of market quotations or, if such quotations are not readily available,
such other methods as the Trustees believe would accurately  reflect fair value.
Non-dollar denominated securities will be valued as of the close of the Exchange
at the closing price of such securities in their principal trading market.

General.  The  decision  as to which Class of shares is more  beneficial  to you
depends  on the amount of your  investment  and the length of time you will hold
it. If you are making a large  investment,  thus  qualifying for a reduced sales
charge,  you  might  consider  Class A  shares.  If you  are  making  a  smaller
investment,  you might  consider  Class B shares since 100% of your  purchase is
invested immediately and since such shares will convert to Class A shares, which
incur lower ongoing  distribution  and/or shareholder  service fees, after seven
years.  If you are  unsure  of the time  period  of your  investment,  you might
consider  Class C shares since there are no initial sales charges and,  although
there is no conversion feature, the CDSC only applies to redemptions made during
the first year. Consult your financial intermediary for further information. The
compensation received by dealers and agents may differ depending on whether they
sell Class A, Class B or Class C shares.  There is no size limit on purchases of
Class A shares.

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

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

HOW TO REDEEM SHARES

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

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

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

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

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate this on the Share  Purchase  Application  and choose how the redemption
proceeds are to be paid.  Redemption proceeds will either (i) be mailed by check
to the  shareholder at the address in which the account is registered or (ii) be
wired to an account with the same registration as the shareholder's account in a
Fund at a designated  commercial bank. State Street currently  deducts a $5 wire
charge  from all  redemption  proceeds  wired.  This charge is subject to change
without  notice.  A shareholder  who decides  later to use this  service,  or to
change instructions  already given, should fill out a Shareholder  Services Form
and send it to State  Street  Bank and Trust  Company,  P.O.  Box 9021,  Boston,
Massachusetts 02205-9827, with such shareholder's signature guaranteed by a bank
or trust  company  (not a Notary  Public),  a member  firm of a  domestic  stock
exchange or by other financial  institutions  whose guarantees are acceptable to
State Street.  Shareholders should allow approximately ten days for such form to
be  processed.  The Funds  will  employ  reasonable  procedures  to verify  that
telephone requests are genuine.  These procedures include requiring some form of
personal  identification prior to acting upon instructions and tape recording of
conversations. If the Fund fails to follow such procedures, it may be liable for
any losses due to unauthorized or fraudulent instructions. The Fund shall not be
liable for following telephone  instructions  reasonably believed to be genuine.
Also, the Fund reserves the right to refuse a telephone  redemption  request, if
it is believed advisable to do so. Financial intermediaries may charge a fee for
handling telephonic  requests.  The telephone redemption option may be suspended
or terminated at any time without notice.

General.  The  redemption  of shares is a taxable  transaction  for  Federal tax
purposes.  Under  unusual  circumstances,  a Fund  may  suspend  redemptions  or
postpone  payment  for up to seven  days or  longer,  as  permitted  by  Federal
securities  law.  The Funds  reserve the right to close an account  that through
redemption  has  remained  below $1,000 for 30 days.  Shareholders  will receive
sixty days'  written  notice to increase the account value before the account is
closed.  The Funds have  elected  to be  governed  by Rule  18f-1  under the Act
pursuant to which each Fund is obligated to redeem  shares solely in cash, up to
the lesser of $250,000 or 1% of a Fund's total net assets  during any ninety day
period for any one shareholder.  See the Statement of Additional Information for
further details.

EXCHANGE PRIVILEGE

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

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

         No CDSC  will be  imposed  in the event  Class B or Class C shares  are
exchanged for Class B or Class C shares, respectively, of other Evergreen mutual
funds.  If you  redeem  shares,  the CDSC  applicable  to the Class B or Class C
shares of the Evergreen  mutual fund  originally  purchased for cash is applied.
Also,  Class B shares will continue to age following an exchange for purposes of
conversion to Class A shares and determining the amount of the applicable CDSC.

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

Exchanges by Telephone and Mail. You may exchange  shares with a value of $1,000
or more by  telephone  by  calling  the  telephone  number  on the front of this
Prospectus.  Exchange  requests  made  after  4:00 p.m.  (Eastern  time) will be
processed using the net asset value  determined on the next business day. During
periods of drastic  economic  or market  changes,  shareholders  may  experience
difficulty in effecting  telephone  exchanges.  You should follow the procedures
outlined  below for exchanges by mail if you are unable to reach State Street by
telephone. If you wish to use the telephone exchange service you should indicate
this on the Share Purchase  Application.  As noted above,  each Fund will employ
reasonable  procedures  to  confirm  that  instructions  for the  redemption  or
exchange of shares  communicated by telephone are genuine.  A telephone exchange
may be refused by a Fund or State  Street if it is believed  advisable to do so.
Procedures for exchanging Fund shares by telephone may be modified or terminated
at any time.  Written  requests for exchanges  should follow the same procedures
outlined for written redemption  requests in the section entitled "How to Redeem
Shares", however, no signature guarantee is required.

SHAREHOLDER SERVICES

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

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

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $10,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.

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

Investments  Through Employee Benefit and Savings Plans.  Certain  qualified and
non-qualified  benefit  and  savings  plans may make shares of the Funds and the
other Evergreen mutual funds available to their  participants.  Investments made
by such  employee  benefit plans may be exempt from  front-end  sales charges if
they meet the criteria set forth under  "Class A  Shares-Front  End Sales Charge
Alternative".  Each  Fund's  investment  adviser  may  provide  compensation  to
organizations providing administrative and recordkeeping services to plans which
make shares of the Evergreen mutual funds available to their participants.

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

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

EFFECT OF BANKING LAWS

         The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal  Reserve System  ("Member  Banks") or their
non-bank affiliates from sponsoring,  organizing,  controlling,  or distributing
the shares of registered open-end  investment  companies such as the Funds. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer. Evergreen
Asset,  since  it is a  subsidiary  of  FUNB,  and  CMG  are  subject  to and in
compliance with the aforementioned laws and regulations.

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative  decisions could result in CMG or Evergreen Asset being prevented
from continuing to perform the services  required under the investment  advisory
contract or from acting as agent in connection  with the purchase of shares of a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is  expected  that the  Trustees  would  identify,  and call  upon  each  Fund's
shareholders to approve, a new investment  adviser. If this were to occur, it is
not  anticipated  that the  shareholders  of any Fund would  suffer any  adverse
financial consequences.

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

         It is the  policy  of  each  Fund to  distribute  to  shareholders  its
investment  company taxable and tax-exempt income, if any, quarterly and any net
realized capital gains annually or more frequently as required as a condition of
continued qualification as a regulated investment company by the Code. Dividends
and  distributions  generally  are  taxable  in the year in which they are paid,
except any dividends paid in January that were declared in the previous calendar
quarter  may be  treated  as paid  in  December  of the  previous  year.  Income
dividends  and  capital  gain  distributions  are  automatically  reinvested  in
additional shares of the Fund making the distribution at the net asset value per
share at the close of business on the record date,  unless the  shareholder  has
made a written request for payment in cash.

         Each Fund has  qualified  and  intends  to  continue  to  qualify to be
treated as a regulated investment company under the Code. While so qualified, it
is expected that each Fund will not be required to pay any Federal  income taxes
on that portion of its  investment  company  taxable income and any net realized
capital  gains  it   distributes  to   shareholders.   The  Code  imposes  a  4%
nondeductible excise tax on regulated investment  companies,  such as the Funds,
to the extent they do not meet certain  distribution  requirements by the end of
each  calendar   year.   Each  Fund   anticipates   meeting  such   distribution
requirements.  Most  shareholders of the Funds normally will have to pay Federal
income  taxes and any state or local taxes on the  dividends  and  distributions
they receive from a Fund whether such  dividends and  distributions  are made in
cash or in additional  shares.  Questions on how any distributions will be taxed
to the investor should be directed to the investor's own tax adviser.

         Under current law, the highest  Federal  income tax rate  applicable to
net long-term  capital gains realized by individuals is 28%. The rate applicable
to corporations  is 35%.  Certain income from a Fund may qualify for a corporate
dividends-received  deduction of 70%.  Following the end of each calendar  year,
every  shareholder  of the Fund  will be sent  applicable  tax  information  and
information  regarding the dividends and capital gain  distributions made during
the calendar year.

         A Fund may be subject to foreign  withholding  taxes which would reduce
the yield on its  investments.  Tax treaties  between certain  countries and the
United States may reduce or eliminate such taxes. Shareholders of a Fund who are
subject to United States Federal income tax may be entitled,  subject to certain
rules and  limitations,  to claim a Federal  income tax credit or deduction  for
foreign income taxes paid by a Fund. See the Statement of Additional Information
for additional  details. A Fund's  transactions in options,  futures and forward
contracts  may be  subject  to special  tax  rules.  These  rules can affect the
amount, timing and characteristics of distributions to shareholders.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate  form  supplied  by State  Street,  that your  social  security or
taxpayer identification number is correct and that you are not currently subject
to backup withholding or are exempt from backup  withholding.  A shareholder who
acquires Class A shares of a Fund and sells or otherwise disposes of such shares
within 90 days of  acquisition  may not be  allowed  to  include  certain  sales
charges  incurred in acquiring such shares for purposes of calculating  gain and
loss realized upon a sale or exchange of shares of the Fund.

         The foregoing discussion of Federal income tax consequences is based on
tax laws and  regulations  in  effect  on the  date of this  Prospectus,  and is
subject to change by  legislative  or  administrative  action.  As the foregoing
discussion  is  for  general  information  only,  you  should  also  review  the
discussion  of  "Additional  Tax  Information"  contained  in the  Statement  of
Additional Information.  In addition, you should consult your own tax adviser as
to the tax  consequences of investments in the Funds,  including the application
of state  and local  taxes  which  may be  different  from  Federal  income  tax
consequences described above.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the  performance of Evergreen Tax Strategic  Foundation
Fund and  Evergreen  Small Cap Equity  Income Fund for their most recent  fiscal
year is set forth below. A similar discussion relating to Evergreen Utility Fund
is contained in the annual report of the Fund for the fiscal year ended December
31, 1994.

Evergreen Small Cap Equity Income Fund.

         The Fund's one year performance  through December 31, 1994, of -.65% on
the Class Y no-load shares compared favorably with the performance of the NASDAQ
OTC  Composite  Index  (unreinvested)  of -3.20% and the  Russell  2000 Index of
- -1.82%.  The Fund  invests  in the  shares  of higher  yielding  entrepreneurial
companies of smaller size which the Adviser  believes will provide faster growth
than the U.S.  economy as a whole.  The  average  market  capitalization  of the
Fund's portfolio holdings on December 31, 1994, was $160 million.
















                                     [CHART]











         The Fund's  portfolio at year-end was composed of 64.5% common  stocks,
4.2% convertible  preferreds,  19.5% convertible  debentures,  and 11.8% in cash
equivalents.  Sharp  downward  swings in the 1994 bond market had a  deleterious
effect on the interest  sensitive sectors of the equity and convertible  market.
The  largest  sector in the  portfolio  was in  banking  where  Evergreen  Asset
believes  there are  opportunities  for gains  from  mergers  and  acquisitions.
However,  the  short-term  performance  of banks,  finance  and  other  interest
sensitive  issues was a drag on the  performance  during  the year.  Convertible
bonds and  preferred  stocks which  averaged  between a 20-30%  weighting in the
portfolio were  especially  hard hit in this rising  interest rate  environment.
Evergreen Asset  maintained the Fund's holdings because it believed the equities
underlying the convertibles  represented  strong  potential  growth values.  The
positive  results in the portfolio  were from gains from takeovers and in health
related issues and restructured companies. The Fund also benefited from gains in
companies that provide productivity enhancing services in computerization.

Evergreen Tax Strategic Foundation Fund

         The Fund's  total  return of its Class Y no-load  shares for the fiscal
year ended December 31, 1994, was +3.44%,  which compared favorably with the S&P
500 Reinvested Index at +1.31% for the same period. Since inception,  the Fund's
return has been +7.12% versus the S & P 500 Reinvested Index at +1.14%.

         As described in the Fund's  objective,  the equity  portion of the Fund
focused on specific  undervalued  sectors  (including  the health care  sector),
producing a return of 12.60% during 1994. And since the Fund's investment policy
seeks to minimize  taxable gains, the fixed income portion (which is invested in
municipal  bonds)  initiated year end swaps during the bond market's  decline to
offset gains realized from equity sales. This strategy is central to the concept
of the Fund which is to produce  significant  after-tax returns to shareholders.
Even had  Evergreen  Asset not done the swaps,  the  objective of producing  tax
advantaged  returns would have been realized since the municipal bond portion of
the Fund yielded high current tax-free  income.  The fixed income portion of the
portfolio  returned  -7.20%  during the fiscal  year,  reflecting  the  dramatic
decline in the fixed income markets.  The Federal Reserve  tightened  short-term
rates  several  times in 1994 which set off a ripple  effect in  worldwide  bond
markets.  In addition,  tax loss selling drove prices dramatically lower at year
end. The Lehman Municipal Bond Index was -5.14% for 1994.



















                                     [CHART]










GENERAL INFORMATION

Portfolio  Transactions.  Consistent  with  the  Rules of Fair  Practice  of the
National  Association of Securities  Dealers,  Inc., and subject to seeking best
price and execution,  a Fund may consider sales of its shares as a factor in the
selection of dealers to enter into  portfolio  transactions  with the Fund.  and
Organization. The Evergreen Small Cap Equity Income Fund is a separate series of
The  Evergreen  American  Retirement  Trust,  a  Massachusetts   business  trust
organized in 1987.  Evergreen Tax Strategic Foundation Fund is a separate series
of the Evergreen  Foundation Trust, a Massachusetts  business trust organized in
1989.  Evergreen  Utility  Fund is a  separate  investment  series of  Evergreen
Investment Trust (formerly First Union Funds), which is a Massachusetts business
trust  organized  in 1984.  The Funds do not intend to hold  annual  shareholder
meetings;  shareholder  meetings  will be held only when  required by applicable
law. Shareholders have available certain procedures for the removal of Trustees.

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

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

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

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

Performance  Information.  From time to time,  the Funds may quote their  "total
return" or "yield" for a specified  period in  advertisements,  reports or other
communications to shareholders,  Total return and yield are computed  separately
for Class A,  Class B and Class C shares.  A Fund's  total  return for each such
period is computed by finding,  through the use of a formula  prescribed  by the
Securities and Exchange Commission, the average annual compounded rate of return
over the period  that would  equate an assumed  initial  amount  invested to the
value of the  investment  at the end of the period.  For  purposes of  computing
total return, dividends and capital gains distributions paid on shares of a Fund
are  assumed to have been  reinvested  when paid and the maximum  sales  charges
applicable to purchases of a Fund's shares are assumed to have been paid.  Yield
is a way of showing  the rate of income the Fund earns on its  investments  as a
percentage of the Fund's share price.  The Fund's yield is calculated  according
to accounting  methods that are  standardized  by the SEC for all stock and bond
funds.  Because yield  accounting  methods differ from the method used for other
accounting  purposes,  the Fund's yield may not equal its distribution rate, the
income paid to your account or the net investment  income reported in the Fund's
financial statements.  To calculate yield, the Fund takes the interest income it
earned from its portfolio of  investments  (as defined by the SEC formula) for a
30-day  period (net of  expenses),  divides it by the  average  number of shares
entitled  to  receive  dividends,  and  expresses  the  result as an  annualized
percentage rate based on the Fund's share price at the end of the 30-day period.
This yield does not reflect gains or losses from selling securities

         Performance  data for each  class of  shares  will be  included  in any
advertisement  or  sales  literature  using  performance  data of a Fund.  These
advertisements may quote performance  rankings or ratings of a Fund by financial
publications or independent  organizations  such as Lipper Analytical  Services,
Inc. and Morningstar,  Inc. or compare a Fund's  performance to various indices.
The Fund may also advertise in items of sales literature an "actual distribution
rate" which is computed by dividing the total ordinary income distributed (which
may include the excess of short-term  capital gains over losses) to shareholders
for the latest  twelve month  period by the maximum  public  offering  price per
share  on the last day of the  period.  Investors  should  be  aware  that  past
performance may not be reflective of future results.

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

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



<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN TAX STRATEGIC FOUNDATION FUND, EVERGREEN SMALL CAP EQUITY INCOME
  FUND
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN UTILITY FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  KPMG Peat Marwick LLP, One Mellon Bank Plaza, Pittsburgh, Pennsylvania 15219
      EVERGREEN UTILITY FUND
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN TAX STRATEGIC FOUNDATION FUND
  Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072
      EVERGREEN SMALL CAP INCOME EQUITY FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536116




<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) SPECIALTY GROWTH AND INCOME FUNDS (Evergreen logo appears here)
  EVERGREEN UTILITY FUND
  EVERGREEN TAX STRATEGIC FOUNDATION FUND
  EVERGREEN SMALL CAP EQUITY INCOME FUND
  CLASS Y SHARES
           The Evergreen Specialty Growth and Income Funds (the "Funds") are
  designed to provide investors with a selection of investment alternatives
  which seek to provide current income, capital appreciation or after-tax
  "total return". This Prospectus provides information regarding the Class Y
  shares offered by the Funds. Each Fund is, or is a series of, an open-end,
  diversified, management investment company. This Prospectus sets forth
  concise information about the Funds that a prospective investor should know
  before investing. The address of the Funds is 2500 Westchester Avenue,
  Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds and certain
  other funds in the Evergreen Group of mutual funds dated July 7, 1995 has
  been filed with the Securities and Exchange Commission and is incorporated
  by reference herein. The Statement of Additional Information provides
  information regarding certain matters discussed in this Prospectus and
  other matters which may be of interest to investors, and may be obtained
  without charge by calling the Funds at (800) 235-0064. There can be no
  assurance that the investment objective of any Fund will be achieved.
  Investors are advised to read this Prospectus carefully.
  THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
  FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, ARE NOT ENDORSED OR
  GUARANTEED BY FIRST UNION OR ANY SUBSIDIARIES OF FIRST UNION, AND ARE NOT
  INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
  CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY AND
  INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
  TO THE CONTRARY IS A CRIMINAL OFFENSE.
                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE
  EVERGREEN(SM) is a Service Mark of Evergreen Asset Management Corp.
  Copyright 1995, Evergreen Asset Management Corp.
 
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<S>                                                       <C>
OVERVIEW OF THE FUNDS
EXPENSE INFORMATION
FINANCIAL HIGHLIGHTS
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies
         Investment Practices and Restrictions
MANAGEMENT OF THE FUNDS
         Investment Advisers
         Sub-Adviser
         Distribution Plans and Agreements
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares
         How to Redeem Shares
         Exchange Privilege
         Shareholder Services
         Effect of Banking Laws
OTHER INFORMATION
         Dividends, Distributions and Taxes
         Management's Discussion of Fund Performance
         General Information
</TABLE>
 
                             OVERVIEW OF THE FUNDS
       The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Description of the
Funds" and "Management of the Funds".
       The Investment Adviser to EVERGREEN TAX STRATEGIC FOUNDATION FUND and
EVERGREEN SMALL CAP EQUITY INCOME FUND is Evergreen Asset Management Corp.
("Evergreen Asset") which, with its predecessors, has served as an investment
adviser to the Evergreen Funds since 1971. Evergreen Asset is a wholly-owned
subsidiary of First Union National Bank of North Carolina ("FUNB"), which in
turn is a subsidiary of First Union Corporation, one of the ten largest bank
holding companies in the United States. The Capital Management Group of FUNB
("CMG") serves as investment adviser to EVERGREEN UTILITY FUND.
       EVERGREEN UTILITY FUND (formerly First Union Utility Portfolio) seeks
high current income and moderate capital appreciation.
       EVERGREEN TAX STRATEGIC FOUNDATION FUND attempts to maximize the
after-tax "total return" on its portfolio of investments. The Fund invests in
common and preferred stocks and securities convertible into or exchangeable for
common stocks and municipal securities. Under normal circumstances, the Fund
anticipates that, at the close of each quarter of its taxable year, at least 50%
of the value of its total assets will be invested in municipal securities.
       EVERGREEN SMALL CAP EQUITY INCOME FUND attempts to maximize the "total
return" on its portfolio of investments. The Fund invests in common and
preferred stocks, securities convertible into or exchangeable for common stocks
and fixed income securities. In attempting to achieve its objective, the Fund
invests primarily in companies with total market capitalization of less than
$500 million.
       THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in the Class Y Shares of the Fund. For further
information see "Purchase and Redemption of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                    <C>
Maximum Sales Charge Imposed on Purchases                    None
Sales Charge on Dividend Reinvestments                       None
Contingent Deferred Sales Charge                             None
Redemption Fee                                               None
Exchange Fee (only applies after 4 exchanges per
year)                                                      $ 5.00
</TABLE>
 
       The following table shows for the Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to Class Y Shares,
together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment for the periods specified assuming (i) a 5%
annual return and (ii) redemption at the end of each period.
EVERGREEN UTILITY FUND (A)
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                    .50%
                                                             After 1 Year                               $   8
Administrative Fees                              .06%
                                                             After 3 Years                              $  24
12b-1 Fees                                         --
                                                             After 5 Years                              $  41
Other Expenses                                   .18%
                                                             After 10 Years                             $  92
Total                                            .74%
</TABLE>
 
EVERGREEN TAX STRATEGIC FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   .875%
                                                             After 1 Year                               $  15
12b-1 Fees                                         --
                                                             After 3 Years                              $  47
Other Expenses (after reimbursement)*           .625%
                                                             After 5 Years                              $  82
                                                             After 10 Years                             $ 179
Total                                          1.500%
</TABLE>
 
EVERGREEN SMALL CAP EQUITY INCOME FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   1.00%
                                                             After 1 Year                               $  15
12b-1 Fees                                         --
                                                             After 3 Years                              $  47
Other Expenses (after reimbursement)*            .50%
                                                             After 5 Years                              $  82
                                                             After 10 Years                             $ 179
Total                                           1.50%
</TABLE>
 
                                       3
 
<PAGE>
(a) Estimated annual operating expenses reflect the combination of First Union
    Utility Portfolio and ABT Utility Income Fund.
*Reflects agreements by Evergreen Asset to limit aggregate operating expenses
(including the Advisory Fees, but excluding interest, taxes, brokerage
commissions, Rule 12b-1 distribution fees and shareholder servicing fees and
extraordinary expenses) of EVERGREEN SMALL CAP EQUITY INCOME FUND and EVERGREEN
TAX STRATEGIC FOUNDATION FUND to 1.50% of average net assets until net assets
reach $15 million. Absent such agreements, the estimated annual operating
expenses for each Fund would be 2.50% of average net assets.
       From time to time each Fund's investment adviser may, at its discretion,
reduce or waive its fees or reimburse the Funds for certain of their expenses in
order to reduce their expense ratios. Each Fund's investment adviser may cease
these voluntary waivers and reimbursements at any time.
       The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in each Class of
Shares of the Funds will bear directly or indirectly. The amounts set forth both
in the tables and in the examples are estimated amounts based on the experience
of each Fund for the year ended December 31, 1994. Such amounts have been
restated to reflect current fee arrangements. THE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL
EXPENSES AND ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more
complete description of the various costs and expenses borne by the Funds see
"Management of the Funds". As a result of asset-based sales charges, long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales charges permitted under the rules of the National Association of
Securities Dealers, Inc.
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the Fund if shorter for EVERGREEN UTILITY FUND has been audited by KPMG Peat
Marwick LLP, the Fund's independent auditors, for EVERGREEN TAX STRATEGIC
FOUNDATION FUND has been audited by Price Waterhouse LLP, the Fund's independent
auditors and for EVERGREEN SMALL CAP EQUITY INCOME FUND has been audited by
Ernst & Young LLP, the Fund's independent auditors. A report of KPMG Peat
Marwick LLP, Price Waterhouse LLP, or Ernst & Young LLP, as the case may be, on
the audited information with respect to each Fund is incorporated by reference
in the Fund's Statement of Additional Information. The following information for
each Fund should be read in conjunction with the financial statements and
related notes which are incorporated by reference in the Fund's Statement of
Additional Information.
       No financial highlights are shown for Class A, B or C Shares of EVERGREEN
TAX STRATEGIC FOUNDATION FUND and EVERGREEN SMALL CAP EQUITY INCOME FUND since
these classes did not have any operations prior to December 31, 1994.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN UTILITY FUND
<TABLE>
<CAPTION>
                                                                   CLASS A         CLASS B         CLASS C         CLASS Y
                                                                    SHARES          SHARES          SHARES          SHARES
                                                                  JANUARY 4,      JANUARY 4,     SEPTEMBER 2,    FEBRUARY 28,
                                                                    1994*           1994*           1994*           1994*
                                                                   THROUGH         THROUGH         THROUGH         THROUGH
                                                                 DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                     1994            1994            1994            1994
<S>                                                              <C>             <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period..........................      $10.00           $10.00          $9.33           $9.51
Income (loss) from investment operations:
Net investment income.........................................         .45              .39            .12             .37
Net realized and unrealized loss on investments...............       (1.01)           (1.01)          (.33)           (.50)
  Total from investment operations............................        (.56)            (.62)          (.21)           (.13)
Less distributions to shareholders from:
Net investment income.........................................        (.44)            (.38)          (.11)           (.37)
In excess of net investment income............................          --               --             --            (.01)(b)
  Total distributions.........................................        (.44)            (.38)          (.11)           (.38)
Net asset value, end of period................................       $9.00            $9.00          $9.01           $9.00
TOTAL RETURN+.................................................       (5.6%)           (6.2%)         (2.2%)          (1.6%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).....................      $4,190          $28,792           $128          $5,201
Ratios to average net assets:
  Expenses(a).................................................        .53%++          1.27%++        1.94%++          .40%++
  Net investment income(a)....................................       5.07%++          4.19%++        3.96%++         4.93%++
Portfolio turnover rate.......................................         23%              23%            23%             23%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge or contingent deferred
   sales charge is not reflected.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                           CLASS A         CLASS B         CLASS C         CLASS Y
                                            SHARES          SHARES          SHARES          SHARES
                                          JANUARY 4,      JANUARY 4,     SEPTEMBER 2,    FEBRUARY 28,
                                             1994            1994            1994            1994
                                           THROUGH         THROUGH         THROUGH         THROUGH
                                         DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                             1994            1994            1994            1994
<S>                                      <C>             <C>             <C>             <C>
  Expenses............................       1.43%           2.11%           2.78%           1.24%
  Net investment income...............       4.17%           3.35%           3.12%           4.09%
</TABLE>
 
(b) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.
                                       5
 
<PAGE>
EVERGREEN TAX STRATEGIC FOUNDATION FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                            NOVEMBER 2, 1993*
                                                                                          YEAR ENDED             THROUGH
                                                                                       DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                                                    <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period................................................         $10.31              $ 10.00
Income from investment operations:
Net investment income...............................................................            .27                  .05
Net realized and unrealized gain on investments.....................................            .08                  .31
  Total from investment operations..................................................            .35                  .36
Less distributions to shareholders from:
Net investment income...............................................................           (.27)                (.05)
Net realized gains..................................................................           (.12)                  --
  Total distributions...............................................................           (.39)                (.05)
Net asset value, end of period......................................................         $10.27              $ 10.31
TOTAL RETURN+.......................................................................           3.4%                 3.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...........................................        $10,575               $5,424
Ratios to average net assets:
  Expenses(a).......................................................................          1.49%                   0%++
  Net investment income(a)..........................................................          2.87%                3.65%++
Portfolio turnover rate.............................................................           245%                  25%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                                  YEAR ENDED        NOVEMBER 2, 1993
                                                                 DECEMBER 31,            THROUGH
                                                                     1994           DECEMBER 31, 1993
<S>                                                            <C>                  <C>
  Expenses..................................................         2.41%                3.10%
  Net investment income.....................................         1.95%                 .54%
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN SMALL CAP EQUITY INCOME FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                                                            OCTOBER 1, 1993*
                                                                                          YEAR ENDED             THROUGH
                                                                                       DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                                                    <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period................................................        $ 10.15              $ 10.00
Income (loss) from investment operations:
Net investment income...............................................................            .34                  .10
Net realized and unrealized gain (loss) on investments..............................           (.41)                 .15
  Total from investment operations..................................................           (.07)                 .25
Less distributions to shareholders from:
Net investment income...............................................................           (.33)                (.10)
Net realized gains..................................................................           (.05)                  --
    Total distributions.............................................................           (.38)                (.10)
Net asset value, end of period......................................................        $  9.70              $ 10.15
TOTAL RETURN+.......................................................................           (.7%)                2.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...........................................         $3,613               $2,236
Ratios to average net assets:
  Expenses(a).......................................................................          1.48%                   0%++
  Net investment income(a)..........................................................          3.72%                4.07%++
Portfolio turnover rate.............................................................             9%                  15%
</TABLE>
 
*  Commencement of operations.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                                     OCTOBER 1, 1993
                                                                  YEAR ENDED             THROUGH
                                                               DECEMBER 31, 1994    DECEMBER 31, 1993
<S>                                                            <C>                  <C>
  Expenses..................................................         4.68%                4.39%
  Net investment income (loss)..............................          .53%                (.33%)
</TABLE>
 
                                       7
 
<PAGE>
8


23



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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Small Cap Equity Income Fund

         The investment  objective of Evergreen  Small Cap Equity Income Fund is
to achieve a return consisting of current income and capital appreciation in the
value of its shares.  The  emphasis on current  income and capital  appreciation
will be relatively equal although,  over time,  changes in market conditions and
the level of  interest  rates may  cause the Fund to vary its  emphasis  between
these two  elements in its search for the optimum  return for its  shareholders.
The Fund seeks to achieve its investment objective through investments in common
stocks, preferred stocks, securities convertible into or exchangeable for common
stocks and fixed  income  securities.  Under  normal  conditions,  the Fund will
invest  at  least  65% of its  total  assets  in  equity  securities  (including
convertible  debt  securities) of companies that, at the time of purchase,  have
"total market  capitalization"  -- present market value per share  multiplied by
the total number of shares outstanding -- of less than $500 million.  The Fund's
investment objective is a fundamental policy.

         To the extent that the Fund seeks capital appreciation, it expects that
its investments  will provide growth over the long-term.  Investments,  however,
may be made on occasion for the purpose of short-term  capital  appreciation  if
the Fund believes that such investments will benefit its shareholders.  The Fund
may make investments in securities  regardless of whether or not such securities
are traded on a national securities exchange.  The value of portfolio securities
and their yields are expected to fluctuate over time because of varying  general
economic and market conditions.  Accordingly, there can be no assurance that the
Fund's investment  objective will be achieved.  The Fund may invest up to 35% of
its total assets in equity  securities of companies that at the time of purchase
have a total market  capitalization  of $500  million or more,  and in excess of
that percentage during temporary defensive periods.

         The Fund's  portfolio  will vary over time  depending upon the economic
outlook and market conditions.  The composition of its portfolio will be subject
to the  discretion  of the  Fund's  investment  adviser.  Ordinarily,  the  Fund
anticipates  that most of its portfolio  will consist of equity  securities  and
convertible debt securities.  A significant  portion of the equity  investments,
however,  will be income producing.  If in the judgment of the Fund's investment
adviser a  defensive  position  is  appropriate,  the Fund may take a  defensive
position and invest without limit in debt securities or government securities or
hold its assets in cash or cash  equivalents.  The  quality  standards  for debt
securities  include:  Obligations of banks and  commercial  paper rated no lower
than P-2 by Moody's Investor's Service  ("Moody's"),  A-2 by Standard and Poor's
Ratings  Group  ("S&P") or having a comparable  rating from  another  nationally
recognized  statistical rating organization  ("SRO");  and non-convertible  debt
securities  rated no lower than Baa by Moody's or BBB by S&P.  Securities  rated
Baa or BBB may have speculative characteristics.

         The Fund may invest in real estate investment trusts ("Reits").  Equity
Reits invest  directly in real property while mortgage Reits invest in mortgages
on real property. The Fund does not intend to invest in Reits that are primarily
mortgage  Reits.  Equity Reits  usually  provide a high  current  yield plus the
opportunity of long-term price appreciation of real estate values.  Reits may be
subject to certain risks  associated  with the direct  ownership of real estate.
See  "Investment  Practices  and  Restrictions  - Special Risk  Considerations",
below.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  not  generally  exceed  100%.  The  Fund  may  employ  certain  additional
investment   strategies  which  are  discussed  in  "Investment   Practices  and
Restrictions", and "Special Risk Considerations", below.

Evergreen Tax Strategic Foundation Fund

         The investment  objective of Evergreen Tax Strategic Foundation Fund is
to maximize the after-tax "total return" on its portfolio of investments.  Total
return  consists of current income and capital  appreciation in the value of its
shares.  The Fund seeks to achieve this objective by investing in common stocks,
preferred  stocks and securities  convertible  into or  exchangeable  for common
stocks. It will also invest in debt obligations issued by states and possessions
of the United  States  and by the  District  of  Columbia,  and their  political
subdivisions and duly constituted authorities, the interest from which is exempt
from  Federal  income tax.  Such  securities  are  generally  known as Municipal
Securities.  The  Fund  may  also  invest  in  taxable  debt  securities.   (See
""Investment  Practices and  Restrictions - "Municipal  Securities" and "Taxable
Investments").  There can be no assurance that the Fund's  investment  objective
will be achieved.  The objective is fundamental  and may not be changed  without
shareholder approval.

         To the extent that the Fund seeks capital appreciation, it expects that
its investments  will provide growth over the long-term.  Investments,  however,
may be made on occasion for the purpose of short-term  capital  appreciation  if
the Fund believes that such investments will benefit its shareholders.  The Fund
may make investments in securities  regardless of whether or not such securities
are traded on a national securities exchange.  The value of portfolio securities
and their yields are expected to fluctuate over time because of varying  general
economic and market conditions.  Accordingly, there can be no assurance that the
Fund's investment objective will be achieved.

         The Fund's asset  allocation  will vary from time to time in accordance
with  changing  economic  and market  conditions,  including:  inflation  rates,
business  cycle  trends,  business  regulations  and  tax  law  impacts  on  the
investment   markets.   The   composition  of  its  portfolio  will  be  largely
unrestricted  and subject to the  discretion of the Fund's  investment  adviser.
Under normal  circumstances,  the Fund  anticipates  that,  at the close of each
quarter of its taxable  year, at least 50% of the value of its total assets will
be  invested in  Municipal  Securities.  The balance  will be invested in equity
securities (including securities convertible into equity securities).

         With  respect to the fixed  income  portion  of the  Fund's  portfolio,
emphasis  will be placed on acquiring  issues  expected to  fluctuate  little in
value, except with changes in prevailing interest rates. The market value of the
Municipal  Securities in the Fund's  portfolio can be expected to vary inversely
to changes in prevailing  interest  rates.  The Fund may at times  emphasize the
generation of interest  income by investing in  high-yielding  debt  securities,
with short,  medium or long-term  maturities.  Investment in medium (i.e.,  with
maturities from five to ten years) to long-term (i.e.,  with maturities over ten
years)  debt  securities  may  also be made  with a view  to  realizing  capital
appreciation when the Fund's investment  adviser believes that interest rates on
such investments may decline, thereby increasing their market value.

         In general,  the Fund will invest in Municipal  Securities only if they
are determined to be of high or upper medium quality.  These include bonds rated
BBB or higher by S&P or Baa by Moody's or another SRO. For a description of such
ratings see the  Statement  of  Additional  Information.  The Fund may  purchase
Municipal  Securities  which  are  unrated  at the  time  of  purchase,  if such
securities are determined by the Fund's  investment  adviser to be of comparable
quality. Certain Municipal Securities (primarily variable rate demand notes) may
be entitled to the benefit of standby  letters of credit or similar  commitments
issued by banks and, in such instances,  the Fund's investment adviser will take
into  account  the  obligation  of the bank in  assessing  the  quality  of such
security. Medium grade bonds are more susceptible to adverse economic conditions
or changing circumstances than higher grade bonds.

         Interest  income on certain  types of bonds issued after August 7, 1986
to finance nongovernmental  activities is an item of "tax-preference" subject to
the Federal  alternative  minimum tax for individuals and  corporations.  To the
extent the Fund invests in these  "private  activity"  bonds (some of which were
formerly  referred  to  as  "industrial  development"  bonds),   individual  and
corporate  shareholders,  depending  on  their  status,  may be  subject  to the
alternative minimum tax on the part of the Fund's distributions derived from the
bonds.  As a matter of  fundamental  policy,  80% of the Fund's  investments  in
Municipal  Securities will be invested in Municipal Securities the interest from
which is not subject to the Federal alternative minimum tax.

         It is anticipated that the annual portfolio  turnover rate for the Fund
will  generally not exceed 100% for the equity portion of its portfolio and 200%
for the fixed income portion. The Fund may employ certain additional  investment
strategies  which are  discussed in  "Investment  Practices  and  Restrictions",
below.

Evergreen Utility Fund

         The  investment  objective  of  Evergreen  Utility Fund is to achieve a
return consisting of high current income and moderate capital appreciation.  The
Fund invests primarily in a diversified  portfolio of equity and debt securities
of utility  companies  that produce,  transmit or  distribute  gas or electrical
energy, as well as those companies which provide communications facilities, such
as telephone and telegraph companies. As a matter of investment policy, the Fund
will invest at least 65% of the value of its total  assets in utility  companies
that derive 50% of their revenues from  utilities or assets  relating to utility
industries.  In addition,  the Fund may invest up to 35% of its assets in common
stock of  non-utility  companies.  There  can be no  assurance  that the  Fund's
investment objective will be achieved.


<PAGE>


         The Fund may invest in:

                  common and preferred stocks,  bonds and convertible  preferred
         stocks of utility companies  selected by the Fund's investment  adviser
         on the basis of traditional research  techniques,  including assessment
         of  earnings  and  dividend  growth  prospects  and  of  the  risk  and
         volatility  of  the  individual  company's  industry.   However,  other
         factors,  such as product  position,  market share or profitability may
         also be considered by the Fund's investment adviser. The Fund will only
         invest its assets in debt securities  rated Baa or higher by Moody's or
         BBB or higher by S&P or which,  if  unrated,  are  considered  to be of
         comparable quality by the Fund's investment adviser;

                  securities  which are either  issued or guaranteed by the U.S.
         government, its agencies or instrumentalities. These securities include
         direct obligations of the U.S.  Treasury,  such as U.S. Treasury bills,
         notes and bonds; and notes, bonds and discount notes of U.S. government
         agencies or instrumentaltiies such as the Farm Credit System, including
         the  National  Bank for  Cooperatives,  Farm Credit Banks and Banks for
         Cooperatives,  Farmers  Home  Administration,  Federal Home Loan Banks,
         Federal  Home Loan  Mortgage  Corporation,  Federal  National  Mortgage
         Association,  Government  National Mortgage  Association,  Student Loan
         Marketing Association,  Tennessee Valley Authority,  Export-Import Bank
         of the United State,  Commodity Credit  Corporation,  Federal Financing
         Bank and National Credit Union Administration. Some of these securities
         are supported by the full faith and credit of the U.S. government,  and
         others are supported only by the full faith and credit of the agency or
         instrumentality;

                  commercial paper, including master demand notes;

                  American  Depositary  Receipts  ("ADRs") of foreign  companies
         traded  on  the  New  York  or   American   Stock   Exchanges   or  the
         over-the-counter market;

                  foreign securities  (either foreign or U.S.  securities traded
         in  foreign  markets).  The Fund may also  invest in other  obligations
         denominated  in foreign  currencies.  In making  these  decisions,  the
         Fund's  investment  adviser will consider such factors as the condition
         and growth  potential  of various  economies  and  securities  markets,
         currency and taxation  considerations  and other  pertinent  financial,
         social,  national and political factors. (See "Investment Practices and
         Restrictions" - "Other Investment Policies" and "Foreign Investments".)
         The Fund  will  not  invest  more  than 10% of its  assets  in  foreign
         securities;

                  obligations,  including  certificates  of deposit and bankers'
         acceptances,  of banks or savings and loan associations having at least
         $1 billion in deposits  and insured by the Bank  Insurance  Fund or the
         Savings Association  Mortagage Fund, including U.S. branches of foreign
         banks and foreign branches of U.S. banks; and

                  securities of other investment companies.

         Bonds  rated  Baa  by  Moody's  or  BBB by  S&P  may  have  speculative
characteristics.  Changes in economic conditions or other circumstances are more
likely to weaken such bonds' prospects for principal and interest  payments than
higher rated bonds.  However,  like the higher rated bonds, these securities are
considered investment grade.

         As of  December  31,  1994  approximately  88% of the Fund's  portfolio
consisted  of  equity  securities.   The  Fund  may  employ  certain  additional
investment   strategies  which  are  discussed  in  "Investment   Practices  and
Restrictions", below.

INVESTMENT PRACTICES AND RESTRICTIONS

Defensive  Investments.  The Funds may invest without limitation in high quality
money market  instruments,  such as notes,  certificates  of deposit or bankers'
acceptances,  or U.S.  government  securities  if, in the  opinion of the Funds'
investment advisers,  market conditions warrant a temporary defensive investment
strategy.

Portfolio Turnover and Brokerage.  A portfolio turnover rate of 100% would occur
if all of a Fund's portfolio securities were replaced in one year. The portfolio
turnover rate experienced by a Fund directly affects  brokerage  commissions and
other  transaction  costs  which  the Fund must  pay.  A high rate of  portfolio
turnover will increase such costs. It is contemplated that Lieber & Company,  an
affiliate  of Evergreen  Asset and a member of the New York and  American  Stock
Exchanges,  will  to the  extent  practicable  effect  substantially  all of the
portfolio  transactions  for the  Evergreen  Small Cap  Equity  Income  Fund and
Evergreen Tax Strategic Foundation Fund on those exchanges. See the Statement of
Additional   Information  for  further   information   regarding  the  brokerage
allocation practices of these Funds.

Borrowing.  As a matter of  fundamental  policy,  the Funds may not borrow money
except from banks as a temporary  measure to facilitate  redemption  requests or
for  extraordinary  or emergency  purposes.  The proceeds from borrowings may be
used to  facilitate  redemption  requests  which  might  otherwise  require  the
untimely disposition of portfolio securities.  The specific limits applicable to
borrowing by each Fund are set forth in the Statement of Additional Information.

Lending  of  Portfolio  Securities.  In order to  generate  income and to offset
expenses, the Funds may lend portfolio securities to brokers,  dealers and other
financial  institutions.   The  Funds'  investment  advisers  will  monitor  the
creditworthiness  of such  borrowers.  Loans of securities by the Funds,  if and
when made,  may not exceed 30% of the value of the total assets of the Evergreen
Small Cap Equity Income Fund and Evergreen Tax Strategic  Foundation  Fund,  and
15% of the value of the total  assets of  Evergreen  Utility  Fund,  and must be
collateralized by cash or U.S. Government  securities that are maintained at all
times in an amount  equal to at least 100% of the  current  market  value of the
securities  loaned,  including  accrued  interest.  While such securities are on
loan, the borrower will pay a Fund any income accruing thereon, and the Fund may
invest the cash  collateral  in portfolio  securities,  thereby  increasing  its
return.  Any gain or loss in the  market  price of the loaned  securities  which
occurs during the term of the loan would affect a Fund and its investors. A Fund
has the right to call a loan and  obtain  the  securities  loaned at any time on
notice of not more than five business  days. A Fund may pay  reasonable  fees in
connection with such loans.

There is the risk that when lending portfolio securities, the securities may not
be available to a Fund on a timely basis and the Fund may,  therefore,  lose the
opportunity to sell the  securities at a desirable  price.  In addition,  in the
event that a borrower of securities  files for bankruptcy or becomes  insolvent,
dispostion of the securities may be delayed pending court action.

Illiquid  or  Restricted  Securities.  Each Fund may invest up to 15% of its net
assets in  illiquid  securities  and  other  securities  which  are not  readily
marketable, except that Evergreen Small Cap Equity Income Fund and Evergreen Tax
Strategic  Foundation  Fund  may  only  invest  up to 10%  of  their  assets  in
repurchase   agreements  with  maturities  longer  than  seven  days.   Illiquid
securities include certain restricted  securities not determined by the Trustees
to be liquid,  non-negotiable time deposits and repurchase  agreements providing
for  settlement  in more than seven days after notice.  Securities  eligible for
resale  pursuant to Rule 144A under the Securities Act of 1933,  which have been
determined  to be  liquid,  will  not be  considered  by the  Funds'  investment
advisers  to be  illiquid  or not readily  marketable  and,  therefore,  are not
subject to the  aforementioned  15% limit. The inability of a Fund to dispose of
illiquid or not readily marketable  investments readily or at a reasonable price
could impair the Fund's ability to raise cash for redemptions or other purposes.
The  liquidity of  securities  purchased by a Fund which are eligible for resale
pursuant to Rule 144A will be monitored by each Fund's investment  adviser on an
ongoing basis, subject to the oversight of the Trustees.  In the event that such
a security is deemed to be no longer liquid,  a Fund's holdings will be reviewed
to determine  what action,  if any, is required to ensure that the  retention of
such  security  does not  result in a Fund  having  more than 15% of its  assets
invested in illiquid or not readily marketable securities.

Repurchase  Agreements and Reverse  Repurchase  Agreements.  The Funds may enter
into repurchase  agreements may be entered into with member banks of the Federal
Reserve System,  including the Custodian or primary  dealers in U.S.  Government
securities.  A repurchase  agreement is an arrangement pursuant to which a buyer
purchases a security and  simultaneously  agrees to resell it to the vendor at a
price that  results in an  agreed-upon  market rate of return which is effective
for the period of time (which is normally one to seven days,  but may be longer)
the buyer's  money is invested in the  security.  The  arrangement  results in a
fixed  rate of return  that is not  subject  to market  fluctuations  during the
holding  period.  A Fund requires  continued  maintenance of collateral with its
Custodian in an amount at least equal to the repurchase price (including accrued
interest).  In the event a vendor defaults on its repurchase obligation,  a Fund
might  suffer  a loss to the  extent  that  the  proceeds  from  the sale of the
collateral  were less than the  repurchase  price.  If the  vendor  becomes  the
subject of  bankruptcy  proceedings,  a Fund  might be  delayed  in selling  the
collateral.  The Funds' investment  advisers will review and continually monitor
the  creditworthiness  of  each  institution  with  which a Fund  enters  into a
repurchase agreement to evaluate these risks.

         The Funds may  borrow  money by  entering  into a  "reverse  repurchase
agreement" by which a Fund may agree to sell  portfolio  securities to financial
institutions  such as banks  and  broker-dealers,  and to  repurchase  them at a
mutually agreed upon date and price, for temporary or emergency purposes. At the
time a Fund  enters  into a reverse  repurchase  agreement,  it will  place in a
segregated  custodial  account cash, U.S.  government  securities or liquid high
grade debt  obligations  having a value at least equal to the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such equivalent value is maintained.  Reverse repurchase agreements involve
the risk that the  market  value of the  securities  sold by a Fund may  decline
below the  repurchase  price of those  securities.  A Fund  will not enter  into
reverse repurchase agreements exceeding 5% of the value of its total assets.

Futures  and  Related  Options.  Evergreen  Small  Cap  Equity  Income  Fund and
Evergreen  Utility Fund may, to a limited extent,  enter into financial  futures
contracts, including futures contracts based on securities indices, purchase and
sell  options  on  such  futures  contracts,   and  engage  in  related  closing
transactions to the extent available to hedge all or a portion of its portfolio,
or as an efficient means of regulating its exposure to the equity  markets.  The
Funds will only use futures instruments for hedging, not speculative,  purposes.
The  Funds  may  not  enter  into  futures  contracts  or  related  options  if,
immediately  thereafter,  more than 30% of a Fund's total assets would be hedged
thereby or the  amounts  committed  to margin and  premiums  paid for  unexpired
options would exceed 5% of a Fund's total  assets.  These  transactions  include
brokerage  costs and require  each Fund to  segregate  liquid high grade debt or
cash to cover  contracts  which would require them to purchase  securities.  The
Funds may lose the expected benefit of the transactions if securities  prices or
interest rates move in an unanticipated manner. In addition, if a Fund purchases
futures  contract on indices of  securities,  their value may not  fluctuate  in
proportion to the value of the Fund's securities,  limiting its ability to hedge
effectively.

         While the Evergreen Small Cap Equity Income Fund and Evergreen  Utility
Fund will  enter into  futures  contracts  only if there  appears to be a liquid
secondary  market for such  contracts,  there can be no assurance that the Funds
will be able to close out positions in a specific  contract at a specific  time.
Each Fund will not enter into a particular  index-based  futures contract unless
the Fund's investment adviser determines that a correlation exists between price
movements in the  index-based  futures  contract and in  securities  in a Fund's
portfolio.  Such  correlation  is not likely to be  perfect,  since each  Fund's
portfolio is not likely to contain the same securities used in the index.

         Evergreen  Small Cap Equity Income Fund and Evergreen  Utility Fund may
attempt to earn income from selling  (writing) call options on futures contracts
in instances where each Fund's  investment  adviser  believes that the long-term
investments  held by the Fund  which are the  subjects  of such  contracts  will
remain stable or experience a decline with respect to the U.S. dollar during the
term of the option. By selling such an option, a Fund forgoes all or part of the
appreciation  potential involved in holding  investments that are the subject of
the  futures  contract  on which an option was written and may be forced to make
untimely  liquidations  of its  investments  to meet its  obligations  under the
option contract.

Options And Futures.  Evergreen Utility Fund may deal in put and call options. A
call option gives the purchaser the right to buy, and the writer the  obligation
to sell, the underlying  asset at the exercise price during the option period. A
put option gives the purchaser the right to sell,  and the writer the obligation
to buy, the underlying asset at the exercise price during the option period. The
writer of a covered  call owns  assets  that are  acceptable  for escrow and the
writer of a secured  put invests an amount not less than the  exercise  price in
eligible  assets to the  extent  that it is  obligated  as a  writer.  If a call
written by a Fund is  exercised,  the Fund forgoes any  possible  profit from an
increase in the market price of the  underlying  asset over the  exercise  price
plus the premium  received.  In writing puts, there is a risk that a Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

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

Floating Rate and Variable Rate Obligations.  The Municipal  Securities in which
Evergreen Tax Strategic Foundation Fund may invest also include certain variable
rate and floating rate municipal  obligations  with or without demand  features.
These variable rate securities do not have fixed interest rates;  rather,  those
rates fluctuate based upon changes in specified market rates,  such as the prime
rate,  or are adjusted at  predesignated  periodic  intervals.  Certain of these
obligations  may carry a demand  feature that gives the  Evergreen Tax Strategic
Foundation  Fund the right to demand  prepayment of the principal  amount of the
security  prior to its maturity  date.  The demand  obligation may or may not be
backed by  letters  of credit or other  guarantees  of banks or other  financial
institutions.  Such  guarantees  may enhance the  quality of the  security.  The
Evergreen Tax Strategic  Foundation Fund will limit the value of its investments
in any floating or variable rate securities which are not readily marketable and
in all  other  not  readily  marketable  securities  to 5% or less of its  total
assets.

When-Issued  Securities.  Evergreen  Utility Fund and  Evergreen  Tax  Strategic
Foundation  Fund may purchase  securities on a  "when-issued"  basis (i.e.,  for
delivery  beyond the normal  settlement  date at a stated price and yield).  The
Funds generally  would not pay for such securities or start earning  interest on
them until they are received.  However,  when the Funds purchase securities on a
when-issued  basis,  they assume the risks of ownership at the time of purchase,
not at the  time of  receipt.  Failure  of the  issuer  to  deliver  a  security
purchased by a Fund on a  when-issued  basis may result in the Fund  incurring a
loss or missing an opportunity to make an alternative investment. Commitments to
purchase  when-issued  securities  will not  exceed  25% of the total  assets of
Evergreen Tax Strategic Foundation Fund and 20% of the total assets of Evergreen
Utility Fund. The Evergreen Tax Strategic  Foundation Fund will maintain cash or
high quality short-term securities in a segregated account with its custodian in
an  amount  equal to such  commitments.  The Fund does not  intend  to  purchase
when-issued  securities for speculative  purposes but only in furtherance of its
investment objective.

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

Taxable Fixed Income Investments.  Evergreen Tax Strategic  Foundation Fund may,
however,  temporarily invest up to 20% of its total assets in taxable securities
under any one or more of the following circumstances:  (a) pending investment of
proceeds  of  sale  of Fund  shares  or of  portfolio  securities,  (b)  pending
settlement of purchases of portfolio  securities,  and (c) to maintain liquidity
for the purpose of meeting anticipated  redemptions.  In addition,  the Fund may
temporarily  invest more than 20% of its total assets in taxable  securities for
defensive  purposes.  The Fund may invest for defensive  purposes during periods
when the Fund's assets available for investment  exceed the available  Municipal
Securities that meet the Fund's quality and other investment  criteria.  Taxable
securities  in  which  the  Fund  may  invest  on  a  short-term  basis  include
obligations of the 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  ratings  assigned by any major rating
service; commercial paper rated in the highest grade by Moody's, S&P or any SRO;
and  certificates of deposit issued by United States branches of U.S. banks with
assets of $1 billion or more.

Fixed-Income Securities -- Downgrades. If any security invested in by any of the
Funds loses its rating or has its rating  reduced  after the Fund has  purchased
it, the Fund is not required to sell or otherwise  dispose of the security,  but
may consider doing so.

Special Risk Considerations

Investments  in the Utility  Industry.  In view of the Evergreen  Utility Fund's
investment concentration,  investors should be aware of certain risks associated
with the utility  industry in general.  These  include  difficulties  in earning
adequate returns on investments despite frequent rate increases, restrictions on
operations  and  increased  costs and  delays due to  governmental  regulations,
building or construction delays,  environmental  regulations,  difficulty of the
capital  markets  in  absorbing   utility  debt  and  equity   securities,   and
difficulties in obtaining fuel at reasonable prices.

         The Fund's  investment  adviser believes that the risks of investing in
utility  securities  can  be  reduced.  The  professional  portfolio  management
techniques  used by the Fund's  investment  adviser  to attempt to reduce  these
risks include credit research.  The Fund's  investment  adviser will perform its
own credit analysis,  in addition to using recognized  rating agencies and other
sources,  including  discussions  with an issuer's  management,  the judgment of
other investment analysts, and its own informed judgment. The credit analysis of
the Fund's investment adviser will consider an issuer's financial soundness, its
responsiveness  to  changes  in  interest  rates and  business  conditions,  its
anticipated  cash  flow,  interest  or  dividend  coverage,   and  earnings.  In
evaluating an issuer,  the Fund's investment  adviser places special emphasis on
the estimated current value of the issuer's assets rather than historical costs.

         Bond prices move inversely to interest  rates,  i.e., as interest rates
decline the value of the bonds increase and vice versa.  The longer the maturity
of a bond,  the greater  the  exposure to market  price  fluctuations.  The same
market factors are reflected in the share price or net asset value of bond funds
which will vary with  interest  rates.  There is no limit on the maturity of the
fixed income securities purchased by the Fund.

Investment  in Foreign  Securities.  Investments  by  Evergreen  Utility Fund in
foreign  securities  require  consideration  of  certain  factors  not  normally
associated with investments in securities of U.S. issuers. For example, a change
in the value of any foreign currency  relative to the U.S. dollar will result in
a  corresponding  change in the U.S.  dollar value of securities  denominated in
that  currency.  Accordingly,  a change  in the  value of any  foreign  currency
relative to the U.S.  dollar will result in a  corresponding  change in the U.S.
dollar value of the assets of the Fund  denominated  or traded in that currency.
If the value of a particular foreign currency falls relative to the U.S. dollar,
the U.S. dollar value of the assets of a Fund  denominated in such currency will
also fall. The performance of a Fund will be measured in U.S. dollars.

         Securities  markets of foreign  countries  generally are not subject to
the same degree of regulation  as the U.S.  markets and may be more volatile and
less liquid.  Lack of liquidity may affect a Fund's  ability to purchase or sell
large blocks of securities  and thus obtain the best price.  The lack of uniform
accounting  standards  and  practices  among  countries  impairs the validity of
direct  comparisons of valuation  measures (such as  price/earnings  ratios) for
securities  in  different  countries.  In  addition,  a  Fund  may  incur  costs
associated  with currency  hedging and the  conversion of foreign  currency into
U.S. dollars and may be adversely  affected by restrictions on the conversion or
transfer of foreign currency.  Other considerations include political and social
instability,   expropriation,   the  lack  of  available   information,   higher
transaction costs (including  brokerage  charges),  increased  custodian charges
associated with holding foreign securities and different  securities  settlement
practices. Settlement periods for foreign securities, which are sometimes longer
than those for securities of U.S. issuers, may affect portfolio liquidity. These
different settlement practices may cause missed purchasing  opportunities and/or
the loss of interest on money market and debt investments pending further equity
or long-term debt investments.  In addition,  foreign  securities held by a Fund
may be traded on days  that the Fund  does not value its  portfolio  securities,
such as Saturdays and customary business holidays,  and,  accordingly,  a Fund's
net asset value may be significantly  affected on days when  shareholders do not
have access to the Fund.

         ADRs and European  Depositary  Receipts  ("EDRs") and other  securities
convertible   into   securities  of  foreign  issuers  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted  but rather in the  currency  of the market in which they are  traded.
ADRs are receipts  typically  issued by an American  bank or trust company which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
EDRs are receipts  issued in Europe by banks or  depositories  which  evidence a
similar ownership arrangement.  Generally ADRs, in registered form, are designed
for use in United  States  securities  markets  and EDRs,  in bearer  form,  are
designed for use in European securities markets.

Investments  Related  to  Real  Estate.  Risks  associated  with  investment  in
securities  of companies in the real estate  industry  include:  declines in the
value of real estate,  risks related to general and local  economic  conditions,
overbuilding  and  increased  competition,   increases  in  property  taxes  and
operating  expenses,  changes in zoning laws,  casualty or condemnation  losses,
variations  in rental  income,  changes in  neighborhood  values,  the appeal of
properties to tenants and increase in interest rates.  In addition,  equity real
estate  investment  trusts  may be  affected  by  changes  in the  value  of the
underlying  property owned by the trusts,  while mortgage real estate investment
trusts may be affected by the quality of credit  extended.  Equity and  mortgage
real estate investment trusts are dependent upon management  skills,  may not be
diversified and are subject to the risks of financing projects.  Such trusts are
also  subject  to heavy  cash  flow  dependency,  defaults  by  borrowers,  self
liquidation and the possibility of failing to qualify for tax-free  pass-through
of income under the Internal Revenue Code (the "Code") and to maintain exemption
from the  Investment  Company Act of 1940,  as amended (the "1940 Act").  In the
event an issuer of debt securities  collateralized by real estate defaulted,  it
is conceivable that a Fund could end up holding the underlying real estate.

Investments in Small  Companies.  Investment in the securities of small or newly
formed  companies  involves  greater  risk  than  investments  in  larger,  more
established  issuers. The Evergreen Small Cap Equity Income Fund may invest to a
large  extent in small or newly  formed  companies  which have  limited  product
lines,  markets  or  financial  resources  and may lack  management  depth.  The
securities of such companies may have limited  marketability  and may be subject
to more abrupt or erratic  movements in price than  securities  of larger,  more
established companies, or equity securities in general.

Other  Investment  Restrictions.  Each Fund has  adopted  additional  investment
restrictions  that are set forth in the  Statement  of  Additional  Information.
Unless  otherwise  noted,  the restrictions and policies set forth above are not
fundamental and may be changed without shareholder  approval.  Shareholders will
be notified of any changes in policies that are not fundamental.

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

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

INVESTMENT ADVISERS

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

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

         As investment  adviser to Evergreen Tax Strategic  Foundation  Fund and
Evergreen  Small Cap Equity  Income Fund,  Evergreen  Asset  manages each Fund's
investments, provides various administrative services and supervises each Fund's
daily  business  affairs,  subject to the authority of the  Trustees.  Evergreen
Asset is entitled to receive from  Evergreen  Small Cap Equity Income Fund a fee
equal to 1% of  average  daily net  assets on an annual  basis on the first $750
million in assets,  .9 of 1% of average  daily net assets on an annual  basis on
the next $250 million in assets,  and .8 of 1% of average daily net assets on an
annual basis on assets over $1 billion.  With respect to Evergreen Tax Strategic
Foundation  Fund,  Evergreen Asset is entitled to receive a fee equal to .875 of
1% of average  daily net assets on an annual  basis on the first $750 million in
assets,  .75 of 1% of average  daily net  assets on an annual  basis on the next
$250  million in assets,  and .7 of 1% of average  daily net assets on an annual
basis on assets  over $1  billion.  The fee paid by  Evergreen  Small Cap Equity
Income Fund and Evergreen Tax Strategic  Foundation Fund is higher than the rate
paid by most other investment companies. Until Evergreen Small Cap Equity Income
Fund and  Evergreen  Tax  Strategic  Foundation  Fund  reach $15  million in net
assets,  Evergreen  Asset has agreed to reimburse  such Funds to the extent that
their aggregate  operating expenses exceed 1.50% of its average daily net assets
for any  fiscal  year.  Any  reimbursement  pursuant  to the  foregoing  will be
exclusive of interest,  taxes,  brokerage  commissions,  Rule 12b-1 distribution
fees and  shareholder  servicing  fees and  extraordinary  expenses.  The  total
expenses  as a  percentage  of average  daily net  assets on an annual  basis of
Evergreen  Small Cap Equity Income Fund and  Evergreen Tax Strategic  Foundation
Fund for the fiscal  year ended  December  31, 1994 are set forth in the section
entitled  "Financial   Highlights".   The  above-mentioned  expense  ratios  for
Evergreen  Small Cap Equity Income Fund and  Evergreen Tax Strategic  Retirement
Fund are net of  voluntary  advisory fee waivers and expense  reimbursements  by
Evergreen  Asset which may, at its  discretion,  revise or cease this  voluntary
waiver at any time.

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen Utility Fund and, as compensation  therefor, is entitled to receive an
annual fee equal to .50 of 1% of average daily net assets of the Fund. The total
expenses  as a  percentage  of average  daily net  assets on an annual  basis of
Evergreen Utility Fund for the fiscal year ended December 31, 1994 are set forth
in the  section  entitled  "Financial  Highlights".  Evergreen  Asset  serves as
administrator  to Evergreen  Utility Fund and is entitled to receive a fee based
on the average  daily net assets of the Fund at a rate based on the total assets
of the mutual funds  administered  by Evergreen Asset for which CMG or Evergreen
Asset  also serve as  investment  adviser,  calculated  in  accordance  with the
following schedule: .050% of the first $7 billion; .035% on the next $3 billion;
 .030% on the next $5 billion;  .020% on the next $10 billion;  .015% on the next
$5  billion;  and  .010%  on  assets  in  excess  of $30  billion.  Furman  Selz
Incorporated,  the parent of Evergreen Funds Distributor,  Inc., distributor for
the Evergreen group of mutual funds,  serves as  sub-administrator  to Evergreen
Utility  Fund and is entitled to receive a fee from the Fund  calculated  on the
average  daily net assets of the Fund at a rate based on the total assets of the
mutual funds  administered  by Evergreen  Asset for which CMG or Evergreen Asset
also serve as investment  adviser,  calculated in accordance  with the following
schedule:  .0100% of the first $7 billion; .0075% on the next $3 billion; .0050%
on the next $15  billion;  and  .0040% on assets in excess of $25  billion.  The
total assets of the mutual funds  administered  by Evergreen Asset for which CMG
or  Evergreen  Asset  serve as  investment  adviser  as of March  31,  1995 were
approximately $8 billion.

         The  portfolio  manager for  Evergreen  Small Cap Equity Income Fund is
Nola Maddox Falcone,  C.F.A., who is President and Co-Chief Executive Officer of
Evergreen  Asset.  Ms.  Falcone has served as the principal  manager of the Fund
since 1993. Stephen A. Lieber, who is Chairman and Co-Chief Executive Officer of
Evergreen  Asset,  together  with James T. Colby,  III,  serve as the  portfolio
managers for  Evergreen  Tax  Strategic  Foundation  Fund.  Mr. Lieber makes all
allocation  decisions and  investment  decisions  for the equity  portion of the
portfolio and Mr. Colby manages the fixed-income  portion.  Mr. Colby has served
as a fixed-income  portfolio  manager with Evergreen Asset since 1992.  Prior to
that, Mr. Colby served as Vice President-Investments at American Express Company
from 1987 to 1992.  Both have  served as the  Fund's  principal  managers  since
inception.  The portfolio  manager of Evergreen Utility Fund since its inception
is H. Bradley Donovan,  who is an Assistant Vice President of FUNB, and has been
with  First  Union  since  1992.  Prior to that,  Mr.  Donovan  had  served as a
portfolio manager and equity analyst at The Bank of Boston.

SUB-ADVISER

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

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

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

HOW TO BUY SHARES

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

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

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

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

How the Funds Value Their Shares. The net asset value of each Class of shares of
a Fund is  calculated  by  dividing  the value of the  amount of the  Fund's net
assets  attributable  to that Class by the number of outstanding  shares of that
Class.  Shares are valued each day the New York Stock Exchange (the  "Exchange")
is open as of the close of regular trading  (currently 4:00 p.m.  Eastern time).
The securities in a Fund are valued at their current market value  determined on
the basis of market quotations or, if such quotations are not readily available,
such other methods as a Fund's Trustees  believe would  accurately  reflect fair
market value.  Non-dollar  denominated securities will be valued as of the close
of the  Exchange  at the closing  price of such  securities  in their  principal
trading market.

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

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

         Shares  of each Fund are sold at the net  asset  value  per share  next
determined after a shareholder's order is received. Investments by federal funds
wire or by check  will be  effective  upon  receipt by State  Street.  Qualified
institutions may telephone orders for the purchase of Fund shares. Investors may
also purchase  shares  through a  broker/dealer,  which may charge a fee for the
service.

HOW TO REDEEM SHARES

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

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

         Shareholders may withdraw amounts of $1,000 or more from their accounts
by calling State Street  (800-423-2615)  between the hours of 9:00 a.m. and 4:00
p.m.  (Eastern time) each business day (i.e.,  any weekday  exclusive of days on
which the New York Stock Exchange or State Street's offices are closed). The New
York Stock  Exchange is closed on New Year's Day,  Presidents  Day, Good Friday,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
Redemption  requests made after 4:00 p.m. (Eastern time) will be processed using
the net  asset  value  determined  on the next  business  day.  Such  redemption
requests must include the shareholder's account name, as registered with a Fund,
and the account  number.  During periods of drastic  economic or market changes,
shareholders  may  experience  difficulty  in effecting  telephone  redemptions.
Shareholders  who are unable to reach a Fund or State Street by telephone should
follow the procedures outlined above for redemption by mail.

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate this on the enclosed Application and choose how the redemption proceeds
are to be paid.  Redemption  proceeds  will either (i) be mailed by check to the
shareholder  at the address in which the account is  registered or (ii) be wired
to an account with the same registration as the shareholder's  account in a Fund
at a designated commercial bank. State Street currently deducts a $5 wire charge
from all  redemption  proceeds  wired.  This charge is subject to change without
notice.  A  shareholder  who  decides  later to use this  service,  or to change
instructions already given, should fill out a Shareholder Services Form and send
it to State Street Bank and Trust Company, P.O. Box 9021, Boston,  Massachusetts
02205-9827,  with such  shareholder's  signature  guaranteed  by a bank or trust
company (not a Notary Public),  a member firm of a domestic stock exchange or by
other financial  institutions  whose  guarantees are acceptable to State Street.
Shareholders  should allow approximately ten days for such form to be processed.
The Funds will employ  reasonable  procedures to verify that telephone  requests
are  genuine.   These  procedures   include  requiring  some  form  of  personal
identification   prior  to  acting  upon  instructions  and  tape  recording  of
conversations. If the Fund fails to follow such procedures, it may be liable for
any losses due to unauthorized or fraudulent instructions. The Fund shall not be
liable for following telephone  instructions  reasonably believed to be genuine.
Also, the Fund reserves the right to refuse a telephone  redemption  request, if
it is believed advisable to do so. Financial intermediaries may charge a fee for
handling telephonic  requests.  The telephone redemption option may be suspended
or terminated at any time without notice.

General.  The sale of shares is a taxable  transaction for Federal tax purposes.
Under unusual circumstances,  a Fund may suspend redemptions or postpone payment
for up to seven days or longer,  as  permitted  by Federal  securities  law. The
Funds reserve the right to close an account that through redemption has remained
below $1,000 for 30 days.  Shareholders  will receive 60 days' written notice to
increase the account value before the account is closed.  The Funds have elected
to be governed by Rule 18f-1 under the  Investment  Company Act of 1940 pursuant
to which  each Fund is  obligated  to redeem  shares  solely in cash,  up to the
lesser of  $250,000  or 1% of a Fund's  total net  assets  during any ninety day
period for any one shareholder.  See the Statement of Additional Information for
further details.

EXCHANGE PRIVILEGE

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

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

Exchanges by Telephone and Mail. You may exchange  shares with a value of $1,000
or more by telephone by calling State Street  (800-423-2615).  Exchange requests
made after 4:00 p.m.  (Eastern time) will be processed using the net asset value
determined  on the next  business  day.  During  periods of drastic  economic or
market changes,  shareholders may experience  difficulty in effecting  telephone
exchanges. You should follow the procedures outlined below for exchanges by mail
if you are unable to reach  State  Street by  telephone.  If you wish to use the
telephone  exchange  service  you  should  indicate  this on the Share  Purchase
Application.  As noted above,  each Fund will employ  reasonable  procedures  to
confirm that instructions for the redemption or exchange of shares  communicated
by telephone are genuine. A telephone exchange may be refused by a Fund or State
Street if it is believed  advisable to do so.  Procedures  for  exchanging  Fund
shares by telephone may be modified or terminated at any time.  Written requests
for exchanges should follow the same procedures  outlined for written redemption
requests in the section entitled "How to Redeem Shares",  however,  no signature
guarantee is required.

SHAREHOLDER SERVICES

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

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

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $10,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's account the day the request is received.

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

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

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

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

EFFECT OF BANKING LAWS

         The Glass-Steagall Act and other banking laws and regulations presently
prohibit member banks of the Federal  Reserve System  ("Member  Banks") or their
non-bank affiliates from sponsoring,  organizing,  controlling,  or distributing
the shares of registered open-end  investment  companies such as the Funds. Such
laws  and  regulations  also  prohibit  banks  from  issuing,   underwriting  or
distributing  securities in general.  However,  under the Glass-Steagall Act and
such other laws and regulations,  a Member Bank or an affiliate  thereof may act
as  investment  adviser,  transfer  agent or custodian to a registered  open-end
investment  company and may also act as agent in connection with the purchase of
shares of such an investment company upon the order of their customer. Evergreen
Asset,  since  it is a  subsidiary  of  FUNB,  and  CMG  are  subject  to and in
compliance with the aforementioned laws and regulations.

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative  decisions could result in CMG or Evergreen Asset being prevented
from continuing to perform the services  required under the investment  advisory
contract or from acting as agent in connection  with the purchase of shares of a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is  expected  that the  Trustees  would  identify,  and call  upon  each  Fund's
shareholders to approve, a new investment  adviser. If this were to occur, it is
not  anticipated  that the  shareholders  of any Fund would  suffer any  adverse
financial consequences.

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

         It is the  policy  of  each  Fund to  distribute  to  shareholders  its
investment  company taxable and tax-exempt income, if any, quarterly and any net
realized capital gains annually or more frequently as required as a condition of
continued qualification as a regulated investment company by the Code. Dividends
and  distributions  generally  are  taxable  in the year in which they are paid,
except any dividends paid in January that were declared in the previous calendar
quarter  may be  treated  as paid  in  December  of the  previous  year.  Income
dividends  and  capital  gain  distributions  are  automatically  reinvested  in
additional shares of the Fund making the distribution at the net asset value per
share at the close of business on the record date,  unless the  shareholder  has
made a written request for payment in cash.

         Each Fund has  qualified  and  intends  to  continue  to  qualify to be
treated as a regulated investment company under the Code. While so qualified, it
is expected that each Fund will not be required to pay any Federal  income taxes
on that portion of its  investment  company  taxable income and any net realized
capital  gains  it   distributes  to   shareholders.   The  Code  imposes  a  4%
nondeductible excise tax on regulated investment  companies,  such as the Funds,
to the extent they do not meet certain  distribution  requirements by the end of
each  calendar   year.   Each  Fund   anticipates   meeting  such   distribution
requirements.  Most  shareholders of the Funds normally will have to pay Federal
income  taxes and any state or local taxes on the  dividends  and  distributions
they receive from a Fund whether such  dividends and  distributions  are made in
cash or in additional  shares.  Questions on how any distributions will be taxed
to the investor should be directed to the investor's own tax adviser.

         Under current law, the highest  Federal  income tax rate  applicable to
net long-term  capital gains realized by individuals is 28%. The rate applicable
to corporations  is 35%.  Certain income from a Fund may qualify for a corporate
dividends-received  deduction of 70%.  Following the end of each calendar  year,
every  shareholder  of the Fund  will be sent  applicable  tax  information  and
information  regarding the dividends and capital gain  distributions made during
the calendar year.

         A Fund may be subject to foreign  withholding  taxes which would reduce
the yield on its  investments.  Tax treaties  between certain  countries and the
United States may reduce or eliminate such taxes. Shareholders of a Fund who are
subject to United States Federal income tax may be entitled,  subject to certain
rules and  limitations,  to claim a Federal  income tax credit or deduction  for
foreign income taxes paid by a Fund. See the Statement of Additional Information
for additional  details. A Fund's  transactions in options,  futures and forward
contracts  may be  subject  to special  tax  rules.  These  rules can affect the
amount, timing and characteristics of distributions to shareholders.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate  form  supplied  by State  Street,  that your  social  security or
taxpayer identification number is correct and that you are not currently subject
to backup withholding or are exempt from backup  withholding.  A shareholder who
acquires Class A shares of a Fund and sells or otherwise disposes of such shares
within 90 days of  acquisition  may not be  allowed  to  include  certain  sales
charges  incurred in acquiring such shares for purposes of calculating  gain and
loss realized upon a sale or exchange of shares of the Fund.

         The foregoing discussion of Federal income tax consequences is based on
tax laws and regulations in effect on the date of this Prospectus,and is subject
to change by legislative or administrative  action. As the foregoing  discussion
is for  general  information  only,  you should also  review the  discussion  of
"Additional   Tax   Information"   contained  in  the  Statement  of  Additional
Information.  In addition, you should consult your own tax adviser as to the tax
consequences of investments in the Funds, including the application of state and
local  taxes  which  may be  different  from  Federal  income  tax  consequences
described above.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the  performance of Evergreen Tax Strategic  Foundation
Fund and  Evergreen  Small Cap Equity  Income Fund for their most recent  fiscal
year is set forth below. A similar discussion relating to Evergreen Utility Fund
is contained in the annual report of the Fund for the fiscal year ended December
31, 1994.

Evergreen Small Cap Equity Income Fund.

         The Fund's one year performance  through December 31, 1994, of -.65% on
the Class Y no-load shares compared favorably with the performance of the NASDAQ
OTC  Composite  Index  (unreinvested)  of -3.20% and the  Russell  2000 Index of
- -1.82%.  The Fund  invests  in the  shares  of higher  yielding  entrepreneurial
companies of smaller size which the Adviser  believes will provide faster growth
than the U.S.  economy as a whole.  The  average  market  capitalization  of the
Fund's portfolio holdings on December 31, 1994, was $160 million.

         The Fund's  portfolio at year-end was composed of 64.5% common  stocks,
4.2% convertible  preferreds,  19.5% convertible  debentures,  and 11.8% in cash
equivalents.  Sharp  downward  swings in the 1994 bond market had a  deleterious
effect on the interest  sensitive sectors of the equity and convertible  market.
The  largest  sector in the  portfolio  was in  banking  where  Evergreen  Asset
believes  there are  opportunities  for gains  from  mergers  and  acquisitions.
However,  the  short-term  performance  of banks,  finance  and  other  interest
sensitive  issues was a drag on the  performance  during  the year.  Convertible
bonds and  preferred  stocks which  averaged  between a 20-30%  weighting in the
portfolio were  especially  hard hit in this rising  interest rate  environment.
Evergreen Assetr maintained the Fund's holdings because it believed the equities
underlying the convertibles  represented  strong  potential  growth values.  The
positive  results in the portfolio  were from gains from takeovers and in health
related issues and restructured  companies.  The Fund also benefitted from gains
in companies that provide productivity enhancing services in computerization.













                                     [CHART]












Evergreen Tax Strategic Foundation Fund

         The Fund's  total  return of its Class Y no-load  shares for the fiscal
year ended December 31, 1994, was +3.44%,  which compared favorably with the S&P
500 Reinvested Index at +1.31% for the same period. Since inception,  the Fund's
return has been +7.12% versus the S & P 500 Reinvested Index at +1.14%.

         As described in the Fund's  objective,  the equity  portion of the Fund
focused on specific  undervalued  sectors  (including  the health care  sector),
producing a return of 12.60% during 1994. And since the Fund's investment policy
seeks to minimize  taxable gains, the fixed income portion (which is invested in
municipal  bonds)  initiated year end swaps during the bond market's  decline to
offset gains realized from equity sales. This strategy is central to the concept
of the Fund which is to produce  significant  after-tax returns to shareholders.
Even had  Evergreen  Asset not done the swaps,  the  objective of producing  tax
advantaged  returns would have been realized since the municipal bond portion of
the Fund yielded high current tax-free  income.  The fixed income portion of the
portfolio  returned  -7.20%  during the fiscal  year,  reflecting  the  dramatic
decline in the fixed income markets.  The Federal Reserve  tightened  short-term
rates  several  times in 1994 which set off a ripple  effect in  worldwide  bond
markets.  In addition,  tax loss selling drove prices dramatically lower at year
end. The Lehman Municipal Bond Index was -5.14% for 1994.



















                                     [CHART]








GENERAL INFORMATION

Portfolio  Transactions.  Consistent  with  the  Rules of Fair  Practice  of the
National  Association of Securities  Dealers,  Inc., and subject to seeking best
price and execution,  a Fund may consider sales of its shares as a factor in the
selection of dealers to enter into  portfolio  transactions  with the Fund.  and
Organization. The Evergreen Small Cap Equity Income Fund is a separate series of
The  Evergreen  American  Retirement  Trust,  a  Massachusetts   business  trust
organized in 1987.  Evergreen Tax Strategic Foundation Fund is a separate series
of the Evergreen  Foundation Trust, a Massachusetts  business trust organized in
1989.  Evergreen  Utility  Fund is a  separate  investment  series of  Evergreen
Investment Trust (formerly First Union Funds), which is a Massachusetts business
trust  organized  in 1984.  The Funds do not intend to hold  annual  shareholder
meetings;  shareholder  meetings  will be held only when  required by applicable
law. Shareholders have available certain procedures for the removal of Trustees.

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

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

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

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

Performance  Information.  From time to time,  the Funds may quote their  "total
return" or "yield" for a specified  period in  advertisements,  reports or other
communications to shareholders,  Total return and yield are computed  separately
for Class A,  Class B and Class C shares.  A Fund's  total  return for each such
period is computed by finding,  through the use of a formula  prescribed  by the
Securities and Exchange Commission, the average annual compounded rate of return
over the period  that would  equate an assumed  initial  amount  invested to the
value of the  investment  at the end of the period.  For  purposes of  computing
total return, dividends and capital gains distributions paid on shares of a Fund
are  assumed to have been  reinvested  when paid and the maximum  sales  charges
applicable to purchases of a Fund's shares are assumed to have been paid.  Yield
is a way of showing  the rate of income the Fund earns on its  investments  as a
percentage of the Fund's share price.  The Fund's yield is calculated  according
to accounting  methods that are  standardized  by the SEC for all stock and bond
funds.  Because yield  accounting  methods differ from the method used for other
accounting  purposes,  the Fund's yield may not equal its distribution rate, the
income paid to your account or the net investment  income reported in the Fund's
financial statements.  To calculate yield, the Fund takes the interest income it
earned from its portfolio of  investments  (as defined by the SEC formula) for a
30-day  period (net of  expenses),  divides it by the  average  number of shares
entitled  to  receive  dividends,  and  expresses  the  result as an  annualized
percentage rate based on the Fund's share price at the end of the 30-day period.
This yield does not reflect gains or losses from selling securities

         Performance  data for each  class of  shares  will be  included  in any
advertisement  or  sales  literature  using  performance  data of a Fund.  These
advertisements may quote performance  rankings or ratings of a Fund by financial
publications or independent  organizations  such as Lipper Analytical  Services,
Inc. and Morningstar,  Inc. or compare a Fund's  performance to various indices.
The Fund may also advertise in items of sales literature an "actual distribution
rate" which is computed by dividing the total ordinary income distributed (which
may include the excess of short-term  capital gains over losses) to shareholders
for the latest  twelve month  period by the maximum  public  offering  price per
share  on the last day of the  period.  Investors  should  be  aware  that  past
performance may not be reflective of future results.

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

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



<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN TAX STRATEGIC FOUNDATION FUND, EVERGREEN SMALL CAP EQUITY INCOME
  FUND
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN UTILITY FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  KPMG Peat Marwick LLP, One Mellon Bank Plaza, Pittsburgh, Pennsylvania 15219
      EVERGREEN UTILITY FUND
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN TAX STRATEGIC FOUNDATION FUND
  Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072
      EVERGREEN SMALL CAP INCOME EQUITY FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536124
 






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