EVERGREEN MUNICIPAL TRUST
485APOS, 1995-07-07
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                                                       Registration No. 33-23180
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                                    FORM N-1A

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933                 X
 
                           Pre-Effective Amendment No.
 
                         Post-Effective Amendment No. 19              X

                                     and/or

                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940             X
 
                                Amendment No. 20                      X
                        (Check appropriate box or boxes)
                              --------------------
                          THE EVERGREEN MUNICIPAL TRUST
               (Exact name of registrant as specified in charter)

                             2500 Westchester Avenue
                              Purchase, N.Y. 10577
                    (Address of Principal Executive Offices)

       (Registrant's Telephone Number, Including Area Code (914) 694-2020)

                             Joseph J. McBrien, Esq.
                        Evergreen Asset Management Corp.
                  2500 Westchester Avenue, Purchase, N.Y. 10577
                     (Name and address of Agent for Service)

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

If appropriate, check the following box:

   This post-effective amendment designates a new effective date for a 
     previously filed  post-effective  amendment
   60 days after  filing  pursuant to  paragraph (a)(i)
   on (date) pursuant to paragraph (a)(i)

Registrant  has  registered an indefinite  number of shares under the Securities
Act of 1933  pursuant  to Rule 24f-2 under the  Investment  Company Act of 1940.
Registrant's  Rule 24f-2 notice for its fiscal year ended  August 31, 1994,  was
filed on or about October 28, 1994.
<PAGE>
                              CROSS REFERENCE SHEET
                          (as required by Rule 481(a))

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

Part A

  Item 1.  Cover Page                                Cover Page

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

  Item 3.  Condensed Financial Information           Financial Highlights

  Item 4.  General Description of Registrant         Cover Page; Description of
                                                     the Fund(s);
                                                     General Information

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

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

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

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

  Item 8.  Redemption or Repurchase                  Purchase and Redemption
                                                     of Shares

  Item 9.  Pending Legal Proceedings                 Not Applicable


                                                     Location in Statement of
Part B                                               Additional Information

  Item 10. Cover Page                                Cover Page

  Item 11. Table of Contents                         Table of Contents

  Item 12. General Information and History           Not Applicable

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

  Item 14. Management of the Fund                    Management

  Item 15. Control Persons and Principal             Management
           Holders of Securities

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

  Item 17. Brokerage Allocation                      Allocation of Brokerage

  Item 18. Capital Stock and Other Securities        Purchase of Shares

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

  Item 20. Tax Status                                Additional Tax Information

  Item 21. Underwriters                              Distribution Plans;
                                                     Purchase of Shares

  Item 22. Calculation of Performance Data           Performance Information

  Item 23. Financial Statements                      Financial Statements

Part C

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



<PAGE>
*******************************************************************************

  PROSPECTUS                                                     July 7, 1995

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


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

  CLASS A SHARES
  CLASS B SHARES

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

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

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

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

                   KEEP THIS PROSPECTUS FOR FUTURE REFERENCE

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

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Money Market Fund

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

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

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

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

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

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

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

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

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

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

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

Evergreen Tax Exempt Money Market Fund

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

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

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

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

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

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

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

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

Evergreen Treasury Money Market Fund

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

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

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

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

INVESTMENT PRACTICES AND RESTRICTIONS

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

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

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

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

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

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

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

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

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

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

INVESTMENT ADVISERS

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

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

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

SUB-ADVISER

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


<PAGE>


DISTRIBUTION PLANS AND AGREEMENTS

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

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

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

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

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

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

HOW TO BUY SHARES

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

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

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

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

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

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

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

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

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

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

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

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

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

EXCHANGE PRIVILEGE

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

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

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

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

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

SHAREHOLDER SERVICES

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

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

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

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

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

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

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

EFFECT OF BANKING LAWS

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

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

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

GENERAL INFORMATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       9
 


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




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

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Money Market Fund

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

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

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

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

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

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

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

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

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

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

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

Evergreen Tax Exempt Money Market Fund

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

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

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

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

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

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

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

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

Evergreen Treasury Money Market Fund

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

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

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

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

INVESTMENT PRACTICES AND RESTRICTIONS

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

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

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

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

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

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

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

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

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

INVESTMENT ADVISERS

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

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

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

SUB-ADVISER

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

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

HOW TO BUY SHARES

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

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

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

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

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

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

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

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

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

EXCHANGE PRIVILEGE

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

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

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

SHAREHOLDER SERVICES

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

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

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

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

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

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

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

EFFECT OF BANKING LAWS

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

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

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

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

GENERAL INFORMATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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



 

                          STATEMENT OF ADDITIONAL INFORMATION

                                      July 7, 1995

                           THE EVERGREEN MONEY MARKET FUNDS

                   2500 Westchester Avenue, Purchase, New York 10577

                                    800-807-2940

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


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


                                 TABLE OF CONTENTS


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

Appendix A - Note, Bond And Commercial Paper Ratings




<PAGE>




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

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

                               INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

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

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

5........Unseasoned Issuers

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

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



<PAGE>



6........Underwriting

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

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

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

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

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

9........Warrants

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

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

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

11.......Short Sales

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

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

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

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

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

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

13.......Commodities

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

14.......Real Estate

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

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

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

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

16.......Options

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

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

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

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

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

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

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

                                                                               4

<PAGE>




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

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

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

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

                          CERTAIN RISK CONSIDERATIONS

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

                                   MANAGEMENT

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

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

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

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

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

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

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

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

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

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

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

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


                                                                               5

<PAGE>



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

- --------

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

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

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

Name of Trust/Fund                              Annual Retainer   Meeting Fee


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

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

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

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

                                                                               6

<PAGE>





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

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

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

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

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

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

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

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

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

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

* Formerly known as First Union Funds.

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

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

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


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


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

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

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

                                                                               7

<PAGE>





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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                        8

<PAGE>




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

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

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

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

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

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


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

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

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

                                                                               9

<PAGE>



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

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

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

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


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


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


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


Expense Limitations

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

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


                                                                              10

<PAGE>



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

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

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

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

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


                                                                              11

<PAGE>



         Commencing July 1, 1995,  Evergreen  Asset will provide  administrative
services to each of the portfolios of Evergreen Investment Trust for a fee based
on the average daily net assets of each fund administered by Evergreen Asset for
which  Evergreen  Asset or FUNB  calculated  daily and  payable  monthly  at the
following  annual  rates:  .050% on the first $7  billion;  .035% on the next $3
billion;  .030% on the next $5 billion;  .020% on the next $10 billion; .015% on
the next $5 billion;  and .010% on assets in excess of $30 billion.  Furman Selz
Incorporated,  the parent of the  Distributor,  serves as  sub-administrator  to
Treasury and is entitled to receive a fee based on the average  daily net assets
of Treasury at a rate from the Fund calculated on the total assets of the mutual
funds  administered  by Evergreen  Asset for which FUNB or Evergreen  Asset also
serve as  investment  adviser,  calculated  in  accordance  with  the  following
schedule: of the first $7 billion;  .0075% on the next $3 billion; .0050% on the
next $15 billion; .0040% on assets in excess of $25 billion. The total assets of
mutual funds  administered  by Evergreen Asset for which Evergreen Asset or FUNB
serves as  investment  adviser  as of March 31,  1995 were  approximately  $7.95
billion.

                              DISTRIBUTION PLANS

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

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

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

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

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


                                                                              12

<PAGE>



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

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

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

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

                              ALLOCATION OF BROKERAGE

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

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

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

                                                                              13

<PAGE>



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

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

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


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

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

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

                                                                              14

<PAGE>





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

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

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

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

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

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

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


                                                                              15

<PAGE>



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

Special Tax Considerations for Tax Exempt

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

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


                                 NET ASSET VALUE

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

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

                                PURCHASE OF SHARES

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

General

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



                                                                              16

<PAGE>



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

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

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

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

Alternative Purchase Arrangements

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

                                                                              17

<PAGE>



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

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

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

Deferred Sales Charge Alternative--Class B Shares

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

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

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

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

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

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

                                                                              18

<PAGE>




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

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

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

Class Y Shares

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

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


Capitalization and Organization

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

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

                                                                              19

<PAGE>



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

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

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

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

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

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

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

Distributor

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

Counsel

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

Independent Auditors

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

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

                                                                              20

<PAGE>




                          PERFORMANCE INFORMATION

YIELD CALCULATIONS

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

         The yields are then computed as follows:

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

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

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

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

         It should be recognized that in periods of declining interest rates the
yields will tend to be somewhat  higher than  prevailing  market  rates,  and in
periods of rising  interest  rates the yields  will tend to be  somewhat  lower.
Also,  when  interest  rates are falling,  the inflow of net new money to a Fund
from the  continuous  sale of its shares will likely be invested in  instruments
producing  lower  yields  than the  balance of the Fund's  investments,  thereby
reducing the current yield of the Fund. In periods of rising interest rates, the
opposite can be expected to occur.

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

                             Current            Effective
                              Yield               Yield

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

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

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

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

                                                                              21

<PAGE>




GENERAL

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

Additional Information

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

                             FINANCIAL STATEMENTS

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


                                                                              22

<PAGE>




                  APPENDIX A - NOTE, BOND AND COMMERCIAL PAPER RATINGS

NOTE RATINGS

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

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


BOND RATINGS

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

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

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

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

COMMERCIAL PAPER RATINGS

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

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

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


                                                                              23

<PAGE>


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

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




  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) TAX FREE FUNDS                   (Evergreen Logo appears here)
  EVERGREEN HIGH GRADE TAX FREE FUND
  EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND
  EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA
  CLASS A SHARES
  CLASS B SHARES
           The Evergreen Tax-Free Funds (the "Funds") are designed to provide
  investors with income exempt from Federal income taxes. This Prospectus
  provides information regarding the Class A and Class B 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                 9
         Investment Practices and Restrictions             10
MANAGEMENT OF THE FUNDS
         Investment Advisers                               13
         Sub-Adviser                                       14
         Distribution Plans and Agreements                 14
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 15
         How to Redeem Shares                              17
         Exchange Privilege                                18
         Shareholder Services                              19
         Effect of Banking Laws                            19
OTHER INFORMATION
         Dividends, Distributions and Taxes                20
         Management's Discussion of Fund Performance       21
         General Information                               22
APPENDIX -- California Risk Considerations                 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 SHORT-INTERMEDIATE MUNICIPAL FUND and
EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA 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 HIGH GRADE TAX FREE FUND.
       EVERGREEN HIGH GRADE TAX FREE FUND (formerly First Union High Grade Tax
Free Portfolio) seeks to provide a high level of federally tax-free income that
is consistent with preservation of capital.
       EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND seeks as high a level of
current income, exempt from Federal income tax other than the alternative
minimum tax ("AMT"), as is consistent with preserving capital and providing
liquidity. The Fund invests substantially all of its assets in short and
intermediate-term municipal securities with a dollar weighted average portfolio
maturity of two to five years.
       EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA seeks as high a
level of current income exempt from Federal and California income taxes as is
consistent with preserving capital and providing liquidity. The Fund invests
substantially all of its assets in short and intermediate-term municipal
securities with a dollar weighted average portfolio maturity of two to five
years.
    THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
                                   ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in Class A and Class B Shares of a 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
<S>                                                             <C>              <C>
Maximum Sales Charge Imposed on Purchases                            4.75%                           None
(as a % of offering price)
Sales Charge on Dividend Reinvestments                                None                           None
Contingent Deferred Sales Charge (as a % of original purchase         None       5% during the first year, 4% during the
price or redemption proceeds, whichever is lower)                                second year, 3% during the third and fourth
                                                                                 year, 2% during the fifth year, 1% during the
                                                                                 sixth and seventh years and 0% after the
                                                                                 seventh year
Redemption Fee                                                        None                           None
Exchange Fee                                                          None                           None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return and (ii) redemption at the end of each period and,
additionally for Class B shares, no redemption at the end of each period.
       In the following examples (i) the expenses for Class A Shares assume
deduction of the maximum 4.75% sales charge at the time of purchase, (ii) the
expenses for Class B Shares assume deduction at the time of redemption (if
applicable) of the maximum contingent deferred sales charge applicable for that
time period, and (iii) the expenses for Class B Shares reflect the conversion to
Class A Shares eight years after purchase (years eight through ten, therefore,
reflect Class A expenses).
EVERGREEN HIGH GRADE TAX FREE FUND (A)
<TABLE>
<CAPTION>
                                                                                               EXAMPLES
                                                                                        Assuming          Assuming
                                      ANNUAL OPERATING                                 Redemption            no
                                         EXPENSES**                                 at End of Period     Redemption
                                     Class A    Class B                            Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                      <C>        <C>        <C>
Advisory Fees                          .37%       .37%
                                                          After 1 Year              $  56      $  67        $ 17
Administrative Fees                    .06%       .06%
                                                          After 3 Years             $  75      $  82        $ 52
12b-1 Fees*                            .25%       .75%
                                                          After 5 Years             $  95      $ 110        $ 90
Shareholder Service Fees                 --       .25%
                                                          After 10 Years            $ 154      $ 167        $167
Other Expenses                         .23%       .23%
Total                                  .91%      1.66%
</TABLE>
 
EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
                                                                                               EXAMPLES
                                                                                        Assuming          Assuming
                                      ANNUAL OPERATING                                 Redemption            no
                                        EXPENSES***                                 at End of Period     Redemption
                                     Class A    Class B                            Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                      <C>        <C>        <C>
Advisory Fees                          .50%       .50%
                                                          After 1 Year              $  57      $  69        $ 19
12b-1 Fees*                            .10%      1.00%
                                                          After 3 Years             $  76      $  88        $ 58
Other Expenses                         .33%       .33%
                                                          After 5 Years             $  97      $ 119        $ 99
                                                          After 10 Years            $ 156      $ 180        $180
Total                                  .93%      1.83%
</TABLE>
 
EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA
<TABLE>
<CAPTION>
                                                                                               EXAMPLES
                                                                                        Assuming          Assuming
                                      ANNUAL OPERATING                                 Redemption            no
                                        EXPENSES***                                 at End of Period     Redemption
                                     Class A    Class B                            Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                      <C>        <C>        <C>
Advisory Fees                          .55%       .55%
                                                          After 1 Year              $  58      $  70        $ 20
12b-1 Fees*                            .10%      1.00%
                                                          After 3 Years             $  79      $  91        $ 61
Other Expenses                         .40%       .40%
                                                          After 5 Years             $ 103      $ 125        $105
                                                          After 10 Years            $ 170      $ 193        $193
Total                                 1.05%      1.95%
</TABLE>
 
                                       3
 
<PAGE>
(a) Estimated annual operating expenses reflect the combination of Evergreen
National Tax Free Fund and First Union High Grade Tax Free Portfolio.
*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 Shares for EVERGREEN SHORT INTERMEDIATE
MUNICIPAL FUND and EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA, 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.
**CMG has agreed to limit the expenses (including the Adviser's fee, but
excluding taxes, interest, brokerage commissions, Rule 12b-1 distribution fees,
shareholder-service fees and extraordinary expenses) of EVERGREEN HIGH GRADE TAX
FREE FUND to .66 of 1% for a period of at least one year from the date of this
Prospectus and to consult with the Trustees of the Fund prior to discontinuing
such limitation after the one year period.
***Estimated annual expenses for EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND do
not reflect a fee waiver of .25 of 1% of average net assets for the year ended
August 31, 1994. Estimated expenses for EVERGREEN SHORT INTERMEDIATE MUNICIPAL
FUND -- CALIFORNIA do not reflect a fee waiver of .43 of 1% for the year ended
August 31, 1994.
Evergreen Asset has agreed to reimburse EVERGREEN SHORT-INTERMEDIATE MUNICIPAL
FUND and EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA to the extent
that their aggregate operating expenses (including the Adviser's fee, but
excluding taxes, interest, brokerage commissions, Rule 12b-1 distribution fees
and shareholder servicing fees and extraordinary expenses) exceed 1% of the
average net assets.
From time to time each Fund's adviser may, at its discretion, reduce or waive
its fees or reimburse these Funds for certain of their other expenses in order
to reduce their expense ratios. Each Fund's 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 its most recent fiscal period. Such expenses have been restated
to reflect current fee arrangements and in the case of Funds that did not offer
all of the above-referenced Classes of shares during such periods, the amounts
set forth in the tables are based on the expenses incurred by the Classes which
were offered. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN. For a more complete description of the various
costs and expenses borne by the Funds see "Management of the Funds." As a result
of asset-based sales charges, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted under the
rules of the National Association of Securities Dealers, Inc.
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or life of the
fund if shorter for EVERGREEN HIGH GRADE TAX FREE FUND has been audited by KPMG
Peat Marwick LLP, the Fund's independent auditors, for EVERGREEN
SHORT-INTERMEDIATE MUNICIPAL FUND and EVERGREEN SHORT-INTERMEDIATE MUNICIPAL
FUND -- CALIFORNIA has, except as noted otherwise, been audited by Price
Waterhouse LLP, each Fund's independent auditors. A report of KPMG Peat Marwick
LLP or Price Waterhouse LLP, as the case may be, on the audited information with
respect to each Fund is incorporated by reference in the Fund's Statement of
Additional Information. The following information for each Fund should be read
in conjunction with the financial statements and related notes which are
incorporated by reference in the Fund's Statement of Additional Information.
       No Financial Highlights are shown for Class A or B of EVERGREEN
SHORT-INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA since these classes did not have
any operations prior to February 28, 1995.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN HIGH GRADE TAX FREE FUND
<TABLE>
<CAPTION>
                                          CLASS A SHARES
                                                                                                                  CLASS Y SHARES
                                                     FEBRUARY 21,                  CLASS B SHARES                  FEBRUARY 28,
                                  YEAR ENDED             1992*                              JANUARY 11, 1993*          1994*
                                 DECEMBER 31,           THROUGH           YEAR ENDED             THROUGH              THROUGH
                               1994       1993     DECEMBER 31, 1992   DECEMBER 31, 1994    DECEMBER 31, 1993    DECEMBER 31, 1994
<S>                           <C>       <C>        <C>                 <C>                  <C>                  <C>
PER SHARE DATA
Net asset value, beginning
  of period.................   $11.16     $10.42         $10.00              $11.16               $10.42               $10.93
Income (loss) from
  investment operations:
Net investment income.......      .52        .54            .51                 .46                  .47                  .46
Net realized and unrealized
  gain (loss) on
  investments...............    (1.37)       .81            .42               (1.37)                 .81                (1.14)
  Total from investment
    operations..............     (.85)      1.35            .93                (.91)                1.28                 (.68)
Less distributions to
  shareholders from:
Net investment income.......     (.52)      (.54)          (.51)               (.46)                (.47)                (.46)
Net realized gains..........       --       (.07)            --                  --                 (.07)                  --
  Total distributions.......     (.52)      (.61)          (.51)               (.46)                (.54)                (.46)
Net asset value, end of
  period....................    $9.79     $11.16         $10.42               $9.79               $11.16                $9.79
TOTAL RETURN+...............   (7.71%)    13.25%          9.37%              (8.24%)              12.41%               (6.31%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)...........  $57,676   $101,352        $90,738             $32,435              $41,030               $4,318
Ratios to average net
  assets:
  Expenses (a)..............    1.01%       .85%           .49%++             1.58%                1.35%++               .76%++
  Net investment
    income (a)..............    5.04%      4.99%          5.79%++             4.47%                4.44%++              5.46%++
Portfolio turnover rate.....      53%        14%             7%                 53%                  14%                  53%
</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
   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, exclusive of any
     applicable state expense limitations, to average net assets would have been
     the following:
<TABLE>
<CAPTION>
                                              CLASS A SHARES
                                                                             CLASS B SHARES          CLASS Y SHARES
                                                       FEBRUARY 21,                   JANUARY 11,     FEBRUARY 28,
                                       YEAR ENDED      1992 THROUGH     YEAR ENDED    1993 THROUGH    1994 THROUGH
                                      DECEMBER 31,     DECEMBER 31,    DECEMBER 31,   DECEMBER 31,    DECEMBER 31,
                                      1994    1993         1992            1994           1993            1994
<S>                                   <C>     <C>     <C>              <C>            <C>            <C>
Expenses............................  1.02%   1.07%        1.11%           1.59%          1.57%            .77%
Net investment income...............  5.03%   4.77%        5.17%           4.46%          4.22%           5.45%
</TABLE>
 
                                       5
 
<PAGE>
EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED
                                                                  FEBRUARY 28, 1995      YEAR ENDED AUGUST 31,
                                                                     (UNAUDITED)       1994      1993     1992**
<S>                                                               <C>                 <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of period............................        $10.21         $10.58    $10.33    $10.00
Income (loss) from investment operations:
Net investment income...........................................           .23            .47       .49       .51
Net realized and unrealized gain (loss) on investments..........          (.16)          (.32)      .25       .33
  Total from investment operations..............................           .07            .15       .74       .84
Less distributions to shareholders from:
Net investment income...........................................          (.23)          (.47)     (.49)     (.51)
Net realized gains..............................................            --           (.03)       --        --
In excess of net realized gains.................................            --           (.02)(b)      --      --
  Total distributions...........................................          (.23)          (.52)     (.49)     (.51)
Net asset value, end of period..................................        $10.05         $10.21    $10.58    $10.33
TOTAL RETURN+...................................................           .7%           1.4%      7.4%      8.6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).......................       $44,408        $53,417   $66,607   $54,470
Ratios to average net assets:
  Expenses (a)..................................................          .72%++         .58%      .40%      .17%
  Net investment income (a).....................................         4.54%++        4.54%     4.73%     4.85%
Portfolio turnover rate.........................................            8%            32%       37%       57%
<CAPTION>
                                                                      JULY 17, 1991*
                                                                          THROUGH
                                                                     AUGUST 31, 1991**
<S>                                                               <C>
PER SHARE DATA
Net asset value, beginning of period............................           $10.00
Income (loss) from investment operations:
Net investment income...........................................              .06
Net realized and unrealized gain (loss) on investments..........               --
  Total from investment operations..............................              .06
Less distributions to shareholders from:
Net investment income...........................................             (.06)
Net realized gains..............................................               --
In excess of net realized gains.................................               --
  Total distributions...........................................             (.06)
Net asset value, end of period..................................           $10.00
TOTAL RETURN+...................................................              .6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).......................           $4,025
Ratios to average net assets:
  Expenses (a)..................................................               0%++
  Net investment income (a).....................................            4.93%++
Portfolio turnover rate.........................................               --
</TABLE>
 
*  Commencement of operations.
**  On November 18, 1991, the Fund was changed to a diversified municipal bond
    fund with a fluctuating net asset value per share from a non-diversified
    money market fund with a stable net asset value per share. The shares
    outstanding at August 31, 1991 and the related per share data are restated
    to reflect both a 1 for 2 reverse share split on October 30, 1991 and a 1
    for 5 reverse share split on August 19, 1992. Total return calculated after
    November 18, 1991 reflects the fluctuation in net asset value per share.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED                                  JULY 17, 1991
                                      FEBRUARY 28, 1995     YEAR ENDED AUGUST 31,     THROUGH AUGUST 31,
                                         (UNAUDITED)       1994     1993     1992            1991
<S>                                   <C>                  <C>      <C>      <C>      <C>
  Expenses.........................           .84%          .83%     .81%     .86%           1.40%
  Net investment income............          4.42%         4.29%    4.32%    4.16%           3.53%
</TABLE>
 
(b) Distributions in excess of 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.
                                       6
 
<PAGE>
EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND -- CLASS A AND B SHARES
<TABLE>
<CAPTION>
                                                                                              CLASS A SHARES    CLASS B SHARES
<S>                                                                                           <C>               <C>
                                                                                                      JANUARY 5, 1995*
                                                                                                          THROUGH
                                                                                                     FEBRUARY 28, 1995
                                                                                                        (UNAUDITED)
PER SHARE DATA
Net asset value, beginning of period.......................................................       $ 9.97            $ 9.97
Income from investment operations:
Net investment income......................................................................          .07               .06
Net realized and unrealized gain on investments............................................          .09               .08
  Total from investment operations.........................................................          .16               .14
Less distributions to shareholders from net investment income..............................         (.07)             (.06)
Net asset value, end of period.............................................................       $10.06            $10.05
TOTAL RETURN+..............................................................................         1.6%              1.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)..................................................       $7,736            $2,564
Ratios to average net assets:
  Expenses (a).............................................................................         .61%++           1.41%++
  Net investment income (a)................................................................        3.81%++           3.30%++
Portfolio turnover rate**..................................................................           8%                8%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the six months period February 28,
    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. Due to the recent commencement of their offering, the ratios for
    Class A and Class B shares are not necessarily comparable to that of the
    Class Y shares, and are not necessarily indicative of future ratios.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income, exclusive of any
    applicable state expense limitations, would have been the following:
<TABLE>
<CAPTION>
                                                                      CLASS A SHARES    CLASS B SHARES
<S>                                                                   <C>               <C>
                                                                              JANUARY 5, 1995
                                                                                  THROUGH
                                                                             FEBRUARY 28, 1995
                                                                                (UNAUDITED)
  Expenses.........................................................          .88%            1.98%
  Net investment income............................................         3.54%            2.73%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED                                                               NOVEMBER 2,
                                      FEBRUARY 28, 1995                   YEAR ENDED AUGUST 31,                     1988* THROUGH
                                         (UNAUDITED)        1994      1993**     1992**     1991**     1990**     AUGUST 31, 1989**
<S>                                   <C>                  <C>        <C>        <C>        <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of
  period...........................         $10.09          $10.34     $10.00     $10.00     $10.00     $10.00          $10.00
Income (loss) from investment
  operations:
Net investment income..............            .20             .43        .41        .33        .47        .55             .51
Net realized and unrealized gain
  (loss) on investments............           (.15)           (.24)       .34         --         --         --              --
  Total from investment
    operations.....................            .05             .19        .75        .33        .47        .55             .51
Less distributions to shareholders
  from:
Net investment income..............           (.20)           (.43)      (.41)      (.33)      (.47)      (.55)           (.51)
Net realized gains.................           (.03)           (.01)        --         --         --         --              --
  Total distributions..............           (.23)           (.44)      (.41)      (.33)      (.47)      (.55)           (.51)
Net asset value, end of period.....          $9.91          $10.09     $10.34     $10.00     $10.00     $10.00          $10.00
TOTAL RETURN+......................            .6%            1.8%       7.6%       3.4%       4.8%       5.7%            5.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted).........................        $23,426         $28,433    $30,136    $34,452    $42,022    $37,291         $28,266
Ratios to average net assets:
  Expenses (a).....................           .79%++          .52%       .30%       .40%       .37%       .29%          .24%++
  Net investment income (a)........          4.15%++         4.20%      3.96%      3.36%      4.66%      5.52%           6.40%++
Portfolio turnover rate............            13%             12%        37%         --         --         --              --
</TABLE>
 
*  Commencement of operations.
**  On October 16, 1992, the Fund was converted to a short-intermediate
    municipal fund with a fluctuating net asset value per share from a money
    market fund with a stable net asset value per share. The shares outstanding
    and the related per share data for the fiscal years ended August 31, 1990
    through August 31, 1992 are restated to reflect the 1 for 10 reverse share
    split on October 21, 1992. Total return calculated after October 16, 1992
    reflects the fluctuation in net asset value per share.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                               SIX MONTHS
                                                  ENDED                                                        NOVEMBER 2, 1988
                                            FEBRUARY 28, 1995              YEAR ENDED AUGUST 31,              THROUGH AUGUST 31,
                                               (UNAUDITED)       1994     1993     1992     1991     1990            1989
<S>                                         <C>                  <C>      <C>      <C>      <C>      <C>      <C>
  Expenses...............................          .99%           .95%     .98%     .84%     .85%     .88%            .93%
  Net investment income..................         3.95%          3.77%    3.28%    2.92%    4.18%    4.93%           5.71%
</TABLE>
 
                                       8
 
9

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen High Grade Tax Free Fund

         The Evergreen  High Grade Tax Free Fund seeks a high level of federally
tax free income that is consistent with preservation of capital. At least 65% of
the value of the  total  assets of  Evergreen  High  Grade Tax Free Fund will be
invested  in high  grade  bonds.  High  grade  bonds  mean:  bonds  insured by a
municipal bond insurance company which is rated AAA by Standard & Poor's Ratings
Group ("S&P") and/or Aaa by Moody's Investors Service, Inc.  ("Moody's");  bonds
rated A or better by S&P or Moody's;  or, if unrated,  of comparable  quality as
determined by the Fund's investment adviser. The insurance guarantees the timely
payment of principal and interest,  but not the value of the municipal  bonds or
the shares of the Fund. See the section "Investment  Practices and Restrictions"
- - "Municipal Bond Insurance" for further information.

         The Evergreen  High Grade Tax Free Fund may also  purchase  instruments
having variable rates of interest.  One example is variable amount demand master
notes. These notes represent a borrowing  arrangement between a commercial paper
issuer (borrower) and an institutional  lender, such as the Fund and are payable
upon demand. The underlying amount of the loan may vary during the course of the
contract,  as may the interest on the outstanding amount,  depending on a stated
short-term interest rate index.

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

Evergreen Short-Intermediate Municipal Fund

         The investment objective of Evergreen Short-Intermediate Municipal Fund
is to achieve as high a level of current income,  exempt from Federal income tax
other than the  Federal  alternative  minimum  tax("AMT")  for  individuals  and
corporations,  as is consistent with preserving capital and providing liquidity.
Under  normal  circumstances,  it is  anticipated  that the Fund will invest its
assets so that at least 80% of its annual interest income is exempt from Federal
income tax other than the AMT.  The Fund will seek to achieve its  objective  by
investing  substantially  all of its assets in a diversified  portfolio of short
and  intermediate-term  debt  obligations  issued  by  states,  territories  and
possessions  of the United  States and by the  District of  Columbia,  and their
political subdivisions and duly constituted authorities, the interest from which
is exempt  from  Federal  income tax other  than the AMT.  Such  securities  are
generally  known  as  Municipal   Securities  (See  "Investment   Practices  and
Restrictions"  -  "Municipal  Securities"  below).  As a matter of  policy,  the
Trustees will not change the Fund's  investment  objective  without  shareholder
approval.

         Under  current  tax  law,  a  distinction  is drawn  between  Municipal
Securities  issued to finance certain  "private  activities" and other Municipal
Securities.  Such private  activity  bonds  include bonds issued to finance such
projects as airports, housing projects,  resource recovery programs, solid waste
disposal  facilities,  student  loan  programs,  and water and sewage  projects.
Interest income from such "private activity bonds" ("AMT-Subject Bonds") becomes
an item of "tax preference" which is subject to the alternative minimum tax when
received  by a person  in a tax year  during  which he is  subject  to that tax.
Because interest income on AMT-Subject Bonds is taxable to certain investors, it
is expected,  although there can be no guarantee, that such Municipal Securities
generally will provide somewhat higher yields than other Municipal Securities of
comparable  quality  and  maturity.  The Fund may  invest up to 50% of its total
assets in AMT-Subject Bonds.

         The Fund  intends  to  maintain  a  dollar-weighted  average  portfolio
maturity of two to five years. The Fund may consider an obligation's maturity to
be  shorter  than its  stated  maturity  if the  Fund has the  right to sell the
obligation at a price  approximating  par value before its stated maturity date.
This is a liquidity put and is exercisable to the issuer or some third party.

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

Evergreen Short-Intermediate Municipal Fund-California

         The  investment  objective  of Evergreen  Short-Intermediate  Municipal
Fund-California  is to  achieve as high a level of current  income  exempt  from
Federal and California  income taxes, as is consistent  with preserving  capital
and  providing  liquidity.  The Fund  will  seek to  achieve  its  objective  by
investing at least 80% of the value of its assets in a diversified  portfolio of
short and intermediate-term  debt obligations issued by the State of California,
its political subdivisions and duly constituted  authorities,  the interest from
which is exempt from Federal and California  income taxes.  Such  securities are
generally  known  as  Municipal   Securities  (see  "Investment   Practices  and
Restrictions" - "Municipal Securities" below).

         Interest  income on certain types of bonds issued after August 7, 1986,
to finance nongovernmental  activities is an item of "tax preference" subject to
AMT . 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 AMT on
the part of the Fund's  distributions  derived  from the  bonds.  As a matter of
fundamental policy, which may not be changed without shareholder  approval,  the
Fund will  invest at least 80% of its net assets in  Municipal  Securities,  the
interest from which is not subject to AMT .

         The Fund  intends  to  maintain  a  dollar-weighted  average  portfolio
maturity of two to five years. The Fund may consider an obligation's maturity to
be  shorter  than its  stated  maturity  if the  Fund has the  right to sell the
obligation at a price  approximating  par value before its stated maturity date.
This is a liquidity put and is exercisable to the issuer or some third party.

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

INVESTMENT PRACTICES AND RESTRICTIONS

         Except where noted,  each Fund may engage in the  investment  practices
described below.  Each Fund is also subject to certain  investment  restrictions
more fully described in the Statement of Additional Information.

General.  Evergreen  High  Grade  Tax Free  Fund,  Evergreen  Short-Intermediate
Municipal Fund and Evergreen  Short-Intermediate  Municipal Fund-California will
invest in Municipal  Securities so long as they are  determined to be of high or
upper medium quality.  Municipal  Securities meeting this criteria include bonds
rated A or higher by S&P, Moody's or another nationally  recognized  statistical
rating organization  ("SRO");  notes rated SP-1 or SP-2 by S&P or MIG-1 or MIG-2
by Moody's or rated  VMIG-1 or VMIG-2 by  Moody's in the case of  variable  rate
demand notes or having comparable ratings from another SRO; and commercial paper
rated A-1 or A-2 by S&P or Prime-1  or  Prime-2 by Moody's or having  comparable
ratings from another SRO.  Evergreen High Grade Tax Free Fund may also invest in
general  obligation  bonds which are rated BBB by S&P,  Baa by Moody's or bear a
similar  rating from another SRO.  Medium  grade bonds are more  susceptible  to
adverse economic  conditions or changing  circumstances than higher grade bonds.
However,  like the higher rated bonds,  these  securities  are  considered to be
investment  grade.  For a  description  of such  ratings  see the  Statement  of
Additional  Information.  The Funds may also 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.  Investments by Evergreen
Short-Intermediate  Municipal  Fund-California in unrated securities are limited
to 20% of total assets.

         The  ability  of the  Funds  to meet  their  investment  objectives  is
necessarily  subject to the ability of municipal  issuers to meet their  payment
obligations.  In  addition,  the  portfolios  of the Funds will be  affected  by
general changes in interest rates which will result in increases or decreases in
the value of the obligations held by the Funds. Investors should recognize that,
in periods of declining  interest rates,  the yield of the Funds will tend to be
somewhat higher than prevailing  market rates, and in periods of rising interest
rates,  the  yield of the Funds  will  tend to be  somewhat  lower.  Also,  when
interest  rates are  falling,  the inflow of net new money to the Funds from the
continuous  sale of its shares will likely be invested in portfolio  instruments
producing  lower  yields  than the  balance of each  Fund's  portfolio,  thereby
reducing the current yield of the Funds.  In periods of rising  interest  rates,
the  opposite   can  be  expected  to  occur.   In  addition   since   Evergreen
Short-Intermediate Municipal Fund-California will invest primarily in California
Municipal  Securities,  there are certain  specific  factors and  considerations
concerning  California  which may  affect  the  credit  and  market  risk of the
Municipal Securities that Evergreen Short-Intermediate Municipal Fund-California
purchases. These factors are described in the Appendix to this Prospectus.

Municipal Securities. As noted above, the Funds will invest substantially all of
their  assets in  Municipal  Securities.  These  include  Municipal  Securities,
short-term   municipal  notes  and  tax  exempt  commercial  paper.   "Municipal
Securities"  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 Securities 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  Securities"  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
Securities,  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.

Municipal  Bond  Insurance.  The Evergreen High Grade Tax Free Fund will require
municipal bond insurance when purchasing  Municipal  Securities  which would not
otherwise meet the Fund's quality  standards.  The Evergreen High Grade Tax Free
Fund may also require  insurance  when, in the opinion of the Fund's  investment
adviser, such insurance would benefit the Fund (for example, through improvement
of portfolio quality or increased liquidity of certain securities).  The purpose
of municipal  bond  insurance is to guarantee the timely payment of principal at
maturity and interest.

         Securities in the Evergreen High Grade Tax Free Fund's portfolio may be
insured in one of two ways: (1) by a policy  applicable to a specific  security,
obtained by the issuer of the  security  or by a third  party  ("Issuer-Obtained
Insurance")  or (2) under master  insurance  policies  issued by municipal  bond
insurers,  purchased by the Fund (the "Policies").  If a security's  coverage is
Issuer-Obtained, then that security does not need to be covered in the Policies.
The Fund may purchase  Policies from Municipal Bond Investors  Assurance  Corp.,
AMBAC Indemnity  Corporation,  and Financial Guaranty Insurance Company,  or any
other municipal bond insurer which is rated Aaa by Moody's or AAA by S&P. A more
detailed  description  of  these  insurers  may be  found  in the  Statement  of
Additional Information.  Annual premiums for these Policies are paid by the Fund
and are  estimated  to range from  0.10% to 0.25% of the value of the  municipal
securities  covered under the Policies,  with an average  annual premium rate of
approximately  0.175%.  While the insurance  feature reduces financial risk, the
cost thereof and the  restrictions  on investments  imposed by the guidelines in
the Policies reduce the yield to shareholders.

Floating Rate and Variable Rate Obligations.  Municipal  Securities also include
certain  variable rate and floating rate municipal  obligations  with or without
demand  features.  These  variable rate  securities  do not have fixed  interest
rates;  rather,  those rates  fluctuate  based upon changes in specified  market
rates,  such as the  prime  rate,  or are  adjusted  at  predesignated  periodic
intervals.  Certain of these  obligations  may carry a demand feature that gives
the Funds 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 Funds will limit
the value of their investments in any floating or variable rate securities which
are not readily marketable to 10% or less of their total assets.

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

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

Taxable   Investments.   Evergreen  High  Grade  Tax  Free  Fund  and  Evergreen
Short-Intermediate Municipal Fund-California may temporarily invest up to 20% of
their assets in taxable securities, and Evergreen  Short-Intermediate  Municipal
Fund may  temporarily  invest its assets so that not more than 20% of its annual
interest income will be derived from 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, each such Fund may temporarily invest more
than 20% of its total assets in taxable securities for defensive purposes.  Each
Fund may invest for defensive  purposes  during  periods when each Fund's assets
available for investment  exceed the available  Municipal  Securities  that meet
each Fund's quality and other investment  criteria.  Taxable securities in which
the Funds may invest on a short-term  basis  include  obligations  of the United
States  Government,  its  agencies or  instrumentalities,  including  repurchase
agreements  with banks or securities  dealers  involving such  securities;  time
deposits  maturing  in not more than seven  days;  other debt  securities  rated
within the two highest ratings assigned by 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 United States banks with assets of
$1 billion or more.

Repurchase  Agreements.  The Funds may enter  into  repurchase  agreements  with
member  banks of the Federal  Reserve  System,  including  State Street Bank and
Trust Company,  the Funds'  custodian  ("State Street" or the  "Custodian"),  or
"primary  dealers" (as  designated  by the Federal  Reserve Bank of New York) in
United States 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 a Fund's  holding  period.  Each  Fund  requires  continued
maintenance of collateral with its Custodian in an amount equal to, or in excess
of, the market value of the securities,  including accrued  interest,  which are
the subject of a  repurchase  agreement.  In the event a vendor  defaults on its
repurchase  obligation,  the Fund  might  suffer a loss to the  extent  that the
proceeds from the sale of the collateral were less than the repurchase price. If
the vendor  becomes  the  subject  of  bankruptcy  proceedings,  a Fund might be
delayed in selling the collateral.  Each Fund's  investment  adviser will review
and continually  monitor the  creditworthiness  of each institution with which a
Fund enters into a  repurchase  agreement  to evaluate  these  risks.  Evergreen
Short-Intermediate  Municipal  Fund-California and Evergreen  Short-Intermediate
Municipal Fund may not enter into  repurchase  agreements if, as a result,  more
than 10% of either Fund's net assets would be invested in repurchase  agreements
maturing in more than seven days and Evergreen  High Grade Tax Free Fund may not
so invest more than 15% of its net assets.

Illiquid  Securities.  The  Funds may  invest  up to 15% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable,
except that Evergreen Short-Intermediate Municipal Fund-California and Evergreen
Short-Intermediate  Municipal  Fund may only invest up to 10% of their assets in
repurchase  agreements  with  maturities  longer than seven days. In the case of
Evergreen    Short-Intermediate    Municipal   Fund-California   and   Evergreen
Short-Intermediate  Municipal Fund  securities  eligible for resale  pursuant to
Rule 144A under the  Securities  Act of 1933,  which have been  determined to be
liquid,  will not be considered by the Fund's investment  adviser to be illiquid
or not readily marketable and, therefore,  are not subject to the aforementioned
15% limit. Evergreen High Grade Tax Free Fund may invest up to 10% of its assets
in securities  subject to  restrictions  on resale under the federal  securities
laws.  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.

Other  Investment  Policies.  The  Funds  may  borrow  funds  and  agree to sell
portfolio securities to financial  institutions such as banks and broker-dealers
and to  repurchase  them at a mutually  agreed  upon date and price (a  "reverse
repurchase  agreement")  for  temporary  or emergency  purposes.  In the case of
Evergreen    Short-Intermediate    Municipal   Fund-California   and   Evergreen
Short-Intermediate  Municipal Fund borrowings may be in amounts up to 10% of the
value of each Fund's total assets at the time of such borrowing.  Evergreen High
Grade Tax Free Fund may borrow in amounts up to one-third of its net assets.  At
the time a Fund enters into a reverse repurchase  agreement,  it will place in a
segregated custodial account cash, United States Government securities or liquid
high  grade  debt  obligations  having  a value  equal to the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such equivalent value is maintained.  Reverse repurchase agreements involve
the risk that the  market  value of the  securities  sold by a Fund may  decline
below the repurchase  price of those  securities.  Evergreen  Short-Intermediate
Municipal Fund and Evergreen  Short-Intermediate  Municipal Fund-California will
not enter into reverse  repurchase  agreements  exceeding 5% of the value of its
total  assets and will not  purchase  any  securities  whenever  any  borrowings
(including reverse repurchase agreements) are outstanding.

         In order to generate income and to offset expenses,  the Funds may lend
portfolio securities to brokers, dealers and other financial organizations. Each
Fund's investment adviser will monitor the  creditworthiness  of such borrowers.
Loans of  securities  by a Fund,  if and when  made,  may not exceed 30% of each
Fund's total assets,  or in the case of Evergreen  High Grade Tax Free Fund 15%,
and will be  collateralized  by  cash,  letters  of  credit  or U.S.  government
securities  that are  maintained at all times in an amount equal to at least 100
percent of the current market value of the loaned securities,  including accrued
interest.  While such  securities  are on loan, the borrower will pay a Fund any
income accruing  thereon,  and the Fund may invest the cash collateral,  thereby
increasing  its  return.  A Fund  will  have the right to call any such loan and
obtain the securities loaned at any time on five days' notice.  Any gain or loss
in the market price of the loaned securities which occurs during the term of the
loan would affect a Fund and its investors.  A Fund may pay  reasonable  fees in
connection with such loans.

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

                         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
Short-Intermediate  Municipal  Fund and Evergreen  Short-Intermediate  Municipal
Fund-California  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 High Grade Tax Free Fund.

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

         Evergreen Asset manages  investments,  provides various  administrative
services   and   supervises   the   daily   business    affairs   of   Evergreen
Short-Intermediate  Municipal  Fund and Evergreen  Short-Intermediate  Municipal
Fund-California,  subject to the authority of the Trustees. Under its investment
advisory agreement with Evergreen  Short-Intermediate  Municipal Fund-California
Evergreen  Asset is  entitled to receive an annual fee equal to .55 of 1% of the
Fund's average daily net assets.  Under its investment  advisory  agreement with
Evergreen  Short-Intermediate  Municipal  Fund,  Evergreen  Asset is entitled to
receive  an  annual  fee  equal to .50 of 1% of each  Fund's  average  daily net
assets. The total expense ratios of Evergreen  Short-Intermediate Municipal Fund
and Evergreen Short-Intermediate Municipal Fund-California for the fiscal period
ended  August  31,  1994,  are set  forth  in the  section  entitled  "Financial
Highlights".  CMG manages  investments and supervises the daily business affairs
of Evergreen High Grade Tax Free Fund and, as compensation therefor, is entitled
to  receive  an annual  fee equal to .50 of 1% of  average  daily net  assets of
Evergreen  High Grade Tax Free Fund.  The total expense ratios of Evergreen High
Grade Tax Free Fund for the fiscal period ended December 31, 1994, are set forth
in the  section  entitled  "Financial  Highlights".  Evergreen  Asset  serves as
administrator to Evergreen High Grade Tax Free 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
High  Grade  Tax  Free  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 of Evergreen High Grade Tax Free Fund is James T.
Colby,  III. Mr. Colby is a Vice President of CMG and has been  associated  with
Evergreen  Asset and its  predecessor  since  1992.  He has served as  portfolio
manager of the Fund since June,  1995 and, since that fund's  inception in 1992,
was  portfolio  manager of Evergreen  National Tax Free Fund,  whose assets were
acquired  by the Fund on July 7, 1995.  Prior to joining  Evergreen  Asset,  Mr.
Colby served as Vice President-Investments at American Express Company from 1987
to 1992.  The  portfolio  manager  for  Evergreen  Short-Intermediate  Municipal
Fund-California  and Evergreen  Short-Intermediate  Municipal  Fund is Steven C.
Shachat.   Mr.  Shachat  has  been  associated  with  Evergreen  Asset  and  its
predecessor  since  prior to 1989 and has served as  portfolio  manager of these
Funds since their inception.

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   Short-Intermediate   Municipal  Fund-California  and
Evergreen Short-Intermediate Municipal 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  Short-Intermediate Municipal Fund-California and
Evergreen  Short-Intermediate Municipal 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 and Class B 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 shares of Evergreen Short-Intermediate Municipal Fund-California and
Evergreen  Short-Intermediate  Municipal  Fund,  and .75 of 1% of the  aggregate
average daily net assets  attributable  to the Class B shares of Evergreen  High
Grade Municipal  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  High  Grade Tax Free Fund has,  in  addition  to the Plans
adopted with respect to its Class B shares,  adopted a shareholder  service plan
("Service Plan") relating to the Class B 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 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  and .75 of 1% of a
Fund's  aggregate  average daily net assets  attributable to the Class B 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 High Grade Tax Free 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 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  and  Service  Plans  are in  compliance  with  rules of the
National  Association of Securities  Dealers,  Inc. which  effectively limit the
annual  asset-based sales charges and service fees that a mutual fund may pay on
a class  of  shares  to .75 of 1% and .25 of 1%,  respectively,  of the  average
annual net assets attributable to that class. The rules also limit the aggregate
of all front-end, deferred and asset-based sales charges imposed with respect to
a class of shares by a mutual  fund that also  charges a service fee to 6.25% of
cumulative gross sales of shares of that class,  plus interest at the prime rate
plus 1% per annum.

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

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

HOW TO BUY SHARES

         You can  purchase  shares of any of the Funds  through  broker-dealers,
banks or other financial  intermediaries,  or directly  through EFD. The minimum
initial investment is $1,000,  which may be waived in certain situations.  There
is no minimum for subsequent investments. Investments of $25 or more are allowed
under the systematic  investment  plan . Share  certificates  are not issued for
Class  A and  Class  B  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 and Class B 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%
 ------------------------ ----------------- --------------- ------------------

         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 .10 of 1% of the
aggregate  average daily net assets  attributable to Class A shares of Evergreen
Short-Intermediate  Municipal  Fund-California and Evergreen  Short-Intermediate
Municipal Fund held by their clients,  and .25 of 1% of aggregate  average daily
net assets  attributable to Class A shares of Evergreen High Grade Tax Free Fund
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.

         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 the Funds.

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 they convert to Class A shares). The higher fees mean a
higher expense ratio, so Class B shares pay correspondingly  lower dividends and
may have a lower net asset  value  than  Class A shares.  See the  Statement  of
Additional Information for further details.

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

How the Funds Value Their Shares. The net asset value of each 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  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 market
value.  Certain financial  intermediaries may require that you give instructions
earlier than 4:00 p.m.

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. The  compensation  received by Dealers and agents may differ depending on
whether they sell Class A or Class B shares. There is no size limit on purchases
of Class A shares.

         In addition to 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 the  Fund's  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 shares) next calculated after the Fund receives your
request in proper  form.  Proceeds  generally  will be sent to you within  seven
days.  However,  for shares  recently  purchased by check,  a Fund will not send
proceeds  until it is  reasonably  satisfied  that the check has been  collected
(which may take up to 15 days). 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
shares). Your financial intermediary is responsible for furnishing all necessary
documentation to a Fund and may charge you for this service.

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

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

         The telephone  redemption service is not made available to shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate this on the 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 a Fund fails to follow such procedures,  it may be liable for
any losses due to unauthorized or fraudulent  instructions.  A Fund shall not be
liable for following telephone  instructions  reasonably believed to be genuine.
Also, the Funds reserve 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  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 shares are  exchanged  for
Class B shares of other Evergreen  mutual funds. If you redeem shares,  the CDSC
applicable  to the  Class B  shares  of the  Evergreen  mutual  fund  originally
purchased  for cash is  applied.  Also,  Class B  shares  will  continue  to age
following  an  exchange  for  purposes  of  conversion  to  Class A  shares  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 the phone 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
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.

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

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

         Income dividends are declared daily and paid monthly.  Distributions of
any net realized  gains of a Fund will be made at least  annually.  Shareholders
will  begin to earn  dividends  on the  first  business  day  after  shares  are
purchased  unless  shares  were not paid for,  in which case  dividends  are not
earned  until the next  business day after  payment is  received.  Each Fund has
qualified  and  intends to  continue  to  qualify  to be treated as a  regulated
investment  company  under the  Internal  Revenue  Code (the  "Code").  While so
qualified,  so long as  each  Fund  distributes  all of its  investment  company
taxable income and any net realized gains to  shareholders,  it is expected that
the  Funds  will  not  be  required  to  pay  any  Federal  income  taxes.  A 4%
nondeductible  excise tax will be imposed on a Fund if it does not meet  certain
distribution   requirements  by  the  end  of  each  calendar  year.  Each  Fund
anticipates meeting such distribution requirements.

         The Funds will designate and pay exempt-interest dividends derived from
interest  earned on  qualifying  tax-exempt  obligations.  Such  exempt-interest
dividends may be excluded by  shareholders of a Fund from their gross income for
Federal   income  tax   purposes,   however   (1)  all  or  a  portion  of  such
exempt-interest  dividends may be a specific preference item for purposes of the
Federal  individual and corporate  alternative  minimum taxes to the extent that
they are derived  from  certain  types of private  activity  bonds  issued after
August 7, 1986, and (2) all exempt-interest dividends will be a component of the
"adjusted current  earnings" for purposes of the Federal  corporate  alternative
minimum tax.

         Dividends paid from taxable income,  if any, and  distributions  of any
net  realized  short-term  capital  gains  (whether  from tax  exempt or taxable
obligations)  are  taxable  as  ordinary  income  and  long-term   capital  gain
distributions  are taxable as long-term  capital gains,  even though received in
additional  shares of the Fund, and  regardless of the investors  holding period
relating to the shares with respect to which such gains are distributed.  Market
discount  recognized  on taxable  and  tax-exempt  bonds is taxable as  ordinary
income, not as excludable income.  Under current law, the highest Federal income
tax rate  applicable to net long-term  gains realized by individuals is 28%. The
rate applicable to corporations is 35%.

         Since each Fund's gross income is ordinarily  expected to be tax exempt
interest income,  it is not expected that the 70%  dividends-received  deduction
for corporations will be applicable.  Specific  questions should be addressed to
the investor's own tax adviser.

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

         For Evergreen Short-Intermediate Municipal Fund-California,  so long as
the Fund remains  qualified under  Subchapter M of the Code for federal purposes
and qualified as a diversified management investment company, then under current
California  law,  the Fund is entitled to pass through to its  shareholders  the
tax-exempt  income it earns.  To the extent that Fund dividends are derived from
earnings on California Municipal Securities,  such dividends will be exempt from
California  personal  income  taxes when  received  by the Fund's  shareholders,
provided the Fund has  complied  with the  requirement  that at least 50% of its
assets be invested in California Municipal Securities. For California income tax
purposes, long-term capital gains distributions are taxable as ordinary income.

         Statements  describing  the tax status of  shareholders'  dividends and
distributions  will be mailed annually by the Funds.  These  statements will set
forth the  amount of income  exempt  from  Federal  and,  if  applicable,  state
taxation (including California),  and the amount, if any, subject to Federal and
state  taxation.  Moreover,  to the  extent  necessary,  these  statements  will
indicate the amount of exempt-interest dividends which are a specific preference
item for purposes of the Federal  individual and corporate  alternative  minimum
taxes. The exemption of interest income for Federal income tax purposes does not
necessarily  result in exemption  under the income or other tax law of any state
or local taxing authority. Investors should consult their own tax advisers about
the status of distributions from the Funds in their states and localities.  Each
Fund notifies shareholders annually as to the interest exempt from Federal taxes
earned by the Fund.

         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.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A  discussion  of  the  performance  of  Evergreen   Short-Intermediate
Municipal  Fund-California and Evergreen  Short-Intermediate  Municipal Fund for
their most recent fiscal year is set forth below. A similar discussion  relating
to Evergreen High Grade Municipal Fund is contained in the annual report of such
Fund for the fiscal year ended December 31, 1994.

Evergreen  Short-Intermediate  Municipal  Fund.  The Fund's total return for the
fiscal year ending August 31, 1994 was +1.42%, versus the Lehman Brothers 3-Year
Municipal  Bond  Index,  which  rose + 2.38%,  and the  Lehman  Brothers  5-Year
Municipal Bond Index, which increased + 2.01%. As the economy picked up momentum
and the Federal Reserve started  tightening,  interest rates in the fixed-income
markets climbed in every maturity  range. As a result,  the Fund moved to a more
defensive  position during the last half of the fiscal year in order to moderate
price  volatility.  The Fund's  investment  adviser  reduced the Fund's weighted
average  maturities  and  durations,   and  adjusted  the  holdings  by  selling
securities  most  sensitive to price  declines in a rising  environment  such as
bonds trading at a discount.  Proceeds were  reinvested in  premium-based,  high
quality  bonds.  The  strategy  of the Fund as of August 31,  1994 was to remain
relatively  short  in  the  one to  three-year  range  as we  look  to  purchase
investment grade, non-callable bonds.













                                     [CHART]














Evergreen  Short-Intermediate  Municipal  Fund -  California.  The Fund's  total
return for the fiscal year ending  August 31, 1994 was 1.84%,  versus the Lehman
Brothers  3-Year  California  Municipal  Bond  Index,  which rose +2.38% and the
Lehman Brothers California Municipal Bond Index, which increased + 2.21%.

         As the economy  picked up  momentum  and the  Federal  Reserve  started
tightening, interest rates in the fixed-income markets climbed in every maturity
range. As a result,  the Fund moved to a more defensive position during the last
half of the fiscal year in order to moderate  price  volatility.  The investment
adviser  reduced the Fund's  weighted  average  maturities  and  durations,  and
adjusted the holdings by selling  securities most sensitive to price declines in
a  rising  environment  such as  bonds  trading  at a  discount.  Proceeds  were
reinvested  in  premium-based,  high  quality  bonds.  The  strategy of the Fund
strategy  as of August 31,  1994,  is to remain  relatively  short in the one to
three-year range as we look to purchase investment grade, non callable bonds.

























                                     [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.   Evergreen   Short-Intermediate   Municipal  Fund  and  Evergreen
Short-Intermediate Municipal Fund - California are separate investment series of
Evergreen  Municipal  Trust, a  Massachusetts  business trust organized in 1988.
Evergreen High Grade Tax Free 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 Directors, that affect each series and class in
substantially  the same manner.  Class A, B and Y shares have identical  voting,
dividend,  liquidation  and other rights,  except that each class bears,  to the
extent applicable, its own distribution, 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.

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  High  Grade Tax Free  Fund and which  provides
certain  sub-administrative  services to Evergreen  Asset in connection with its
role as investment  adviser to Evergreen  Short-Intermediate  Municipal Fund and
Evergreen  Short-Intermediate  Municipal Fund - California,  including providing
personnel to serve as officers of the Funds.

Other  Classes of Shares.  Each Fund  currently  offers three classes of shares,
Class A, Class B 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  Evergreen  mutual  funds for
which Evergreen Asset serves as investment adviser as of December 30, 1994, (ii)
certain  institutional  investors and (iii) investment  advisory clients of CMG,
Evergreen Asset or their affiliates. The dividends payable with respect to Class
A and Class B shares  will be less than those  payable  with  respect to Class Y
shares due to the distribution and distribution  related expenses borne by Class
A and Class B shares  and the fact that such  expenses  are not borne by Class Y
shares.

Performance  Information.  A Fund's  performance may be quoted in advertising in
terms  of yield  or  total  return.  Both  types  of  performance  are  based on
Securities  and  Exchange  Commission  ("SEC")  formulas and are not intended to
indicate future performance.

         Yield  is a way of  showing  the  rate of  income  a Fund  earns on its
investments  as a  percentage  of the  Fund's  share  price.  A 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,  a Fund's  yield may not equal its
distribution  rate, the income paid to your account or the income  reported in a
Fund's  financial  statements.  To  calculate  yield,  a 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 a Fund's  share  price at the end of the
30-day  period.  This  yield  does not  reflect  gains or  losses  from  selling
securities.

         A Fund may also quote  tax-equivalent  yields,  which show the  taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields.  A  tax-equivalent  yield is calculated by dividing a Fund's  tax-exempt
yield by the result of one minus a stated Federal tax rate. If only a portion of
a  Fund's  income  was  tax-exempt,   only  that  portion  is  adjusted  in  the
calculation.

         Total returns are based on the overall  dollar or percentage  change in
the value of a  hypothetical  investment  in a Fund. A Fund's total return shows
its overall change in value including  changes in share prices and assumes all a
Fund's distributions are reinvested. A cumulative total return reflects a Fund's
performance  over a stated  period  of time.  An  average  annual  total  return
reflects the hypothetical  annually  compounded  return that would have produced
the same cumulative total return if a Fund's  performance had been constant over
the entire  period.  Because  average  annual  total  returns tend to smooth out
variations in a Fund's return,  you should  recognize that they are not the same
as  actual  year-by-year  results.  To  illustrate  the  components  of  overall
performance, a Fund may separate its cumulative and average annual total returns
into income results and realized and unrealized gain or loss.

         Comparative  performance information may also be used from time to time
in  advertising  or  marketing  a Fund's  shares,  including  data  from  Lipper
Analytical Services, Inc., Morningstar and other industry publications. 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 Declaration of Trust under which each
Fund operates provide that no Trustee or shareholder  will be personally  liable
for the  obligations  of the Trust and that every  written  contract made by the
Trust  contain a provision to that effect.  If any Trustee or  shareholder  were
required to pay any  liability  of the Trust,  that person  would be entitled to
reimbursement from the general assets of the Trust.

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



<PAGE>


                   APPENDIX -- CALIFORNIA RISK CONSIDERATIONS

         The  following  information  as to certain  California  risk factors is
given  to  investors  in  view of the  policy  of  Evergreen  Short-Intermediate
Municipal  Fund-California  of  investing  primarily  in  California  state  and
municipal issuers.  The information is based primarily upon information  derived
from public documents  relating to securities  offerings of California state and
municipal  issuers,  from independent  municipal credit reports and historically
reliable sources but has not been independently verified by the Fund.

         Changes in  California  constitutional  and other laws  during the last
several years have raised  questions  about the ability of California  state and
municipal issuers to obtain sufficient revenue to pay their bond obligations. In
1978,  California  voters  approved an amendment to the California  Constitution
known as Proposition 13. Proposition 13 limits ad valorem taxes on real property
and  restricts the ability of taxing  entities to increase real property  taxes.
Legislation  passed  subsequent to  Proposition  13,  however,  provided for the
redistribution  of  California's  General  Fund surplus to local  agencies,  the
reallocation of revenues to local agencies,  and the assumption of certain local
obligations  by the state so as to help  California  municipal  issuers to raise
revenue  to  pay  their  bond  obligations.  It  is  unknown,  however,  whether
additional revenue redistribution  legislation will be enacted in the future and
whether, if enacted,  such legislation would provide sufficient revenue for such
California  issuers  to pay  their  obligations.  The state is also  subject  to
another  constitutional  amendment,  Article  XIIIB,  which may have an  adverse
impact on California  state and municipal  issuers.  Article XIIIB restricts the
state from spending certain  appropriations in excess of an appropriations limit
imposed for each state and local  government  entity.  If  revenues  exceed such
appropriations  limit, such revenues must be returned either as revisions in the
tax  rates  or  fee   schedules.   Because  of  the  uncertain   impact  of  the
aforementioned   statutes  and  cases,  the  possible   inconsistencies  in  the
respective  terms of the statutes and the  impossibility of predicting the level
of  future   appropriations  and  applicability  of  related  statutes  to  such
questions,   it  is  not  currently  possible  to  assess  the  impact  of  such
legislation, cases and policies on the long-term ability of California state and
municipal issuers to pay interest or repay principal on their obligations.

         California's economy is larger than many sovereign nations.  During the
1980s,  California  experienced  growth  rates well in excess of the rest of the
nation.  The  state's  major  employment   sectors  are  services,   trade,  and
manufacturing.  Industrial  concentration  is  in  electronics,  aerospace,  and
non-electrical equipment. Also significant are agriculture and oil production.

         Key sectors of California's  economy have been severely affected by the
recession.  Since May of 1990,  job losses total over  850,000.  Declines in the
aerospace  and  high  technology   sectors  have  been  especially  severe.  The
continuing  drive in  population  and labor  force  growth has  produced  higher
unemployment rates in the state. Although total job loss has declined,  weakness
continues  in key areas of  California's  economy,  including  government,  real
estate and aerospace. Wealth levels still remain high in the state, although the
difference between state and national levels continues to narrow.

         In July of 1994,  both S&P and Moody's  lowered the general  obligation
bond ratings of the state of  California.  These  revisions  reflect the state's
heavy reliance on the  short-term  note market to finance its cash imbalance and
the  likelihood  that this exposure will persist for at least another two years.
For more information on these ratings  revisions and the state's current budget,
please refer to the Statement of Additional Information.

Orange  County  Bankruptcy.  On December  6, 1994,  Orange  County,  California,
petitioned for bankruptcy  based on losses in the Orange County  Investment Fund
which at the time were estimated to be approximately $2 billion.  At the time of
the petition,  the Orange County Investment Fund held monies belonging to Orange
County as well as other  municipal  issuers  located in Orange  County and other
parts  of  California.  Although  the  ultimate  resolution  of this  matter  is
uncertain,  one  possible  result  is that  the  ability  of  municipal  issuers
investing in the Orange County  Investment  Fund to service some or all of their
outstanding debt obligations may be severely impaired.

         As of December 6, 1994, Evergreen  Short-Intermediate  Municipal Fund -
California did not hold debt  obligations of Orange County or other issuers that
the Fund is aware had invested in the Orange County Investment Fund. Although it
has no current  intention to do so, if it deems it advisable,  the Fund reserves
the  right  from  time to time to make  investments  in  municipal  issuers  who
maintain assets in the Orange County Investment Fund.



<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND, EVERGREEN SHORT-INTERMEDIATE
  MUNICIPAL FUND-CALIFORNIA
  Capital Mangement Group of First Union Bank, 201 South College Street,
  Charlotte, North Carolina 28288
      EVERGREEN HIGH GRADE TAX FREE 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 SHORT-INTERMEDIATE MUNICIPAL FUND,
      EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA
  KPMG Peat Marwick LLP, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN HIGH GRADE TAX FREE FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536119




 
<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) TAX FREE FUNDS
  EVERGREEN HIGH GRADE TAX FREE FUND
  EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND
  EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND-CALIFORNIA
  CLASS Y SHARES
           The Evergreen Tax-Free Funds (the "Funds") are designed to provide
  investors with income exempt from Federal income taxes. 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
         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
APPENDIX -- California Risk Considerations
</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 SHORT-INTERMEDIATE MUNICIPAL FUND and
EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA 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 HIGH GRADE TAX FREE FUND.
       EVERGREEN HIGH GRADE TAX FREE FUND (formerly First Union High Grade Tax
Free Portfolio) seeks to provide a high level of federally tax-free income that
is consistent with preservation of capital.
       EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND seeks as high a level of
current income, exempt from Federal income tax other than the alternative
minimum tax ("AMT"), as is consistent with preserving capital and providing
liquidity. The Fund invests substantially all of its assets in short and
intermediate-term municipal securities with a dollar weighted average portfolio
maturity of two to five years.
       EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA seeks as high a
level of current income exempt from Federal and California income taxes as is
consistent with preserving capital and providing liquidity. The Fund invests
substantially all of its assets in short and intermediate-term municipal
securities with a dollar weighted average portfolio maturity of two to five
years.
    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 HIGH GRADE TAX FREE FUND (A)
<TABLE>
<CAPTION>
                               ANNUAL OPERATING
                                  EXPENSES*                                      EXAMPLE
<S>                            <C>                <C>                            <C>        <C>        <C>
Advisory Fees                        .37%
                                                  After 1 Year                    $   7
Administrative Fees                  .06%
                                                  After 3 Years                   $  21
12b-1 Fees                             --
                                                  After 5 Years                   $  37
Other Expenses                       .23%
                                                  After 10 Years                  $  82
Total                                .66%
</TABLE>
 
EVERGREEN SHORT INTERMEDIATE FUND
<TABLE>
<CAPTION>
                               ANNUAL OPERATING
                                  EXPENSES**                                     EXAMPLE
<S>                            <C>                <C>                            <C>        <C>        <C>
Advisory Fees                        .50%
                                                  After 1 Year                    $   8
12b-1 Fees                             --
                                                  After 3 Years                   $  26
Other Expenses                       .33%
                                                  After 5 Years                   $  46
                                                  After 10 Years                  $ 103
Total                                .83%
</TABLE>
 
EVERGREEN SHORT INTERMEDIATE FUND -- CALIFORNIA
<TABLE>
<CAPTION>
                               ANNUAL OPERATING
                                  EXPENSES**                                     EXAMPLE
<S>                            <C>                <C>                            <C>        <C>        <C>
Advisory Fees                        .55%
                                                  After 1 Year                    $  10
12b-1 Fees                             --
                                                  After 3 Years                   $  30
Other Expenses                       .40%
                                                  After 5 Years                   $  53
                                                  After 10 Years                  $ 117
Total                                .95%
</TABLE>
 
                                       3
 
<PAGE>
(a) Estimated annual operating expenses reflect the combination of Evergreen
    National Tax Free Fund and First Union High Grade Tax Free Portfolio.
*  CMG has agreed to limit the expenses (including the Advisor's fee, but
   excluding taxes, interest, brokerage commissions, Rule 12b-1 distribution
   fees, shareholder services fees and extraordinary expenses) of EVERGREEN HIGH
   GRADE TAX FREE FUND to .66 of 1% for a period of at least one year from the
   date of this Prospectus and to consult with the Trustees of the Funds prior
   to discontinuing such limitation after the one year period.
** The annual operating expenses and examples do not reflect fee waivers and
   expense reimbursements for the most recent fiscal period. Actual expenses for
   Class Y Shares net of fee waivers and expense reimbursements for the fiscal
   period ended August 31, 1994, were as follows:
<TABLE>
<S>                                                                                   <C>
   EVERGREEN SHORT INTERMEDIATE FUND...............................................   .58%
   EVERGREEN SHORT INTERMEDIATE FUND -- CALIFORNIA.................................   .52%
</TABLE>
 
       Evergreen Asset has agreed to reimburse EVERGREEN SHORT-INTERMEDIATE
MUNICIPAL FUND and EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA to
the extent that their aggregate operating expenses (including the Adviser's fee,
but excluding taxes, interest, brokerage commissions, Rule 12b-1 distribution
fees and shareholder servicing fees and extraordinary expenses) exceed 1% of the
average net assets.
       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 Class Y 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. 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 HIGH GRADE TAX FREE FUND has been audited by
KPMG Peat Marwick LLP, the Fund's independent auditors, for EVERGREEN SHORT
INTERMEDIATE MUNICIPAL FUND and EVERGREEN SHORT INTERMEDIATE MUNICIPAL
FUND -- CALIFORNIA has, except as noted otherwise, been audited by Price
Waterhouse LLP, each Fund's independent auditors. A report of KPMG Peat Marwick
LLP or Price Waterhouse LLP, as the case may be, on the audited information with
respect to each Fund is incorporated by reference in the Fund's Statement of
Additional Information. The following information for each Fund should be read
in conjunction with the financial statements and related notes which are
incorporated by reference in the Fund's Statement of Additional Information.
       No financial highlights are shown for Class A or B of EVERGREEN SHORT
INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA since these classes did not have any
operations prior to February 28, 1995.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN HIGH GRADE TAX FREE FUND
<TABLE>
<CAPTION>
                                                        CLASS A
                                                        SHARES                               CLASS B                   CLASS Y
                                                                                              SHARES                    SHARES
                                                                 FEBRUARY 21,                      JANUARY 11,       FEBRUARY 28,
                                         YEAR ENDED DECEMBER    1992* THROUGH      YEAR ENDED     1993* THROUGH     1994* THROUGH
                                                 31,             DECEMBER 31,     DECEMBER 31,     DECEMBER 31,      DECEMBER 31,
                                          1994        1993           1992             1994             1993              1994
<S>                                      <C>        <C>         <C>               <C>             <C>               <C>
PER SHARE DATA
Net asset value, beginning of
  period..............................    $11.16      $10.42         $10.00           $11.16           $10.42           $10.93
Income (loss) from investment
  operations:
Net investment income.................       .52         .54            .51              .46              .47              .46
Net realized and unrealized gain
  (loss) on investments...............     (1.37)        .81            .42            (1.37)             .81            (1.14)
  Total from investment operations....      (.85)       1.35            .93             (.91)            1.28             (.68)
Less distributions to shareholders
  from:
Net investment income.................      (.52)       (.54)          (.51)            (.46)            (.47)            (.46)
Net realized gains....................        --        (.07)            --               --             (.07)              --
  Total distributions.................      (.52)       (.61)          (.51)            (.46)            (.54)            (.46)
Net asset value, end of period........     $9.79      $11.16         $10.42            $9.79           $11.16            $9.79
TOTAL RETURN+.........................     (7.7%)      13.3%           9.4%            (8.2%)           12.4%            (6.3%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted).....................   $57,676    $101,352       $ 90,738         $ 32,435         $ 41,030           $4,318
Ratios to average net assets:
  Expenses (a)........................     1.01%        .85%           .49%++          1.58%            1.35%++           .76%++
  Net investment income (a)...........     5.04%       4.99%          5.79%++          4.47%            4.44%++          5.46%++
Portfolio turnover rate...............       53%         14%             7%              53%              14%              53%
</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 SHARES                                                   CLASS
                                                                                         CLASS B SHARES               Y SHARES
                                                                FEBRUARY 21,                      JANUARY 11,       FEBRUARY 28,
                                               YEAR ENDED       1992 THROUGH      YEAR ENDED      1993 THROUGH      1994 THROUGH
                                              DECEMBER 31,      DECEMBER 31,     DECEMBER 31,     DECEMBER 31,      DECEMBER 31,
                                             1994     1993          1992             1994             1993              1994
<S>                                          <C>      <C>      <C>               <C>             <C>               <C>
Expenses..................................   1.02%    1.07%         1.11%            1.59%            1.57%              .77%
Net investment income.....................   5.03%    4.77%         5.17%            4.46%            4.22%             5.45%
</TABLE>
 
                                       5
 
<PAGE>
EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                 SIX MONTHS
                                                                   ENDED
                                                                FEBRUARY 28,
                                                                    1995            YEAR ENDED AUGUST 31,
                                                                (UNAUDITED)      1994       1993      1992**
<S>                                                             <C>             <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of period.........................       $10.21       $10.58     $10.33     $10.00
Income (loss) from investment operations:
Net investment income........................................          .23          .47        .49        .51
Net realized and unrealized gain (loss) on investments.......         (.16)        (.32)       .25        .33
  Total from investment operations...........................          .07          .15        .74        .84
Less distributions to shareholders from:
Net investment income........................................         (.23)        (.47)      (.49)      (.51)
Net realized gains...........................................           --         (.03)        --         --
In excess of net realized gains..............................           --         (.02)(b)      --        --
  Total distributions........................................         (.23)        (.52)      (.49)      (.51)
Net asset value, end of period...............................       $10.05       $10.21     $10.58     $10.33
TOTAL RETURN+................................................          .7%         1.4%       7.4%       8.6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....................      $44,408      $53,417    $66,607    $54,470
Ratios to average net assets:
  Expenses (a)...............................................          .72++       .58%       .40%       .17%
  Net investment income (a)..................................        4.54%++      4.54%      4.73%      4.85%
Portfolio turnover rate......................................           8%          32%        37%        57%
<CAPTION>
 
                                                                   JULY 17, 1991*
                                                                       THROUGH
                                                                  AUGUST 31, 1991**
<S>                                                             <C>
PER SHARE DATA
Net asset value, beginning of period.........................           $10.00
Income (loss) from investment operations:
Net investment income........................................              .06
Net realized and unrealized gain (loss) on investments.......               --
  Total from investment operations...........................              .06
Less distributions to shareholders from:
Net investment income........................................             (.06)
Net realized gains...........................................               --
In excess of net realized gains..............................               --
  Total distributions........................................             (.06)
Net asset value, end of period...............................           $10.00
TOTAL RETURN+................................................              .6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....................           $4,025
Ratios to average net assets:
  Expenses (a)...............................................               0%++
  Net investment income (a)..................................            4.93%++
Portfolio turnover rate......................................               --
</TABLE>
 
*  Commencement of operations.
**  On November 18, 1991, the Fund was changed to a diversified municipal bond
    fund with a fluctuating net asset value per share from a non-diversified
    money market fund with a stable net asset value per share. The shares
    outstanding at August 31, 1991 and the related per share data are restated
    to reflect both a 1 for 2 reverse share split on October 30, 1991 and a 1
    for 5 reverse share split on August 19, 1992. Total return calculated after
    November 18, 1991 reflects the fluctuation in net asset value per share.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                            SIX MONTHS
                                              ENDED
                                           FEBRUARY 28,                                 JULY 17, 1991
                                               1995         YEAR ENDED AUGUST 31,     THROUGH AUGUST 31,
                                           (UNAUDITED)     1994     1993     1992            1991
<S>                                        <C>             <C>      <C>      <C>      <C>
  Expenses..............................        .84%        .83%     .81%     .86%           1.40%
  Net investment income.................       4.42%       4.29%    4.32%    4.16%           3.53%
</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.
                                       6
 
<PAGE>
EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND -- CLASS A AND B SHARES
<TABLE>
<CAPTION>
                                                                                              CLASS A SHARES    CLASS B SHARES
                                                                                                      JANUARY 5, 1995*
                                                                                                 THROUGH FEBRUARY 28, 1995
                                                                                                        (UNAUDITED)
<S>                                                                                           <C>               <C>
PER SHARE DATA
Net asset value, beginning of period.......................................................        $9.97             $9.97
Income from investment operations:
Net investment income......................................................................          .07               .06
Net realized and unrealized gain on investments............................................          .09               .08
  Total from investment operations.........................................................          .16               .14
Less distributions to shareholders from net investment income..............................         (.07)             (.06)
Net asset value, end of period.............................................................       $10.06            $10.05
TOTAL RETURN+                                                                                       1.6%              1.4%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)..................................................       $7,736            $2,564
Ratios to average net assets:
  Expenses (a).............................................................................         .61%++           1.41%++
  Net investment income (a)................................................................        3.81%++           3.30%++
Portfolio turnover rate**..................................................................           8%                8%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the six months period ended
    February 28, 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. Due to the recent commencement of their offering, the ratios for
    Class A and Class B shares are not necessarily comparable to that of the
    Class Y shares, and are not necessarily indicative of future ratios.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed by or waived by the investment adviser, the
    annualized ratios of expenses and net investment income, exclusive of any
    applicable state expense limitations, would have been the following:
<TABLE>
<CAPTION>
                                                                      CLASS A SHARES    CLASS B SHARES
                                                                              JANUARY 5, 1995
                                                                         THROUGH FEBRUARY 28, 1995
                                                                                 (UAUDITED)
<S>                                                                   <C>               <C>
  Expenses.........................................................         .88%             1.98%
  Net investment income............................................        3.54%             2.73%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN SHORT INTERMEDIATE MUNICIPAL FUND -- CALIFORNIA -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                             SIX MONTHS
                                               ENDED
                                            FEBRUARY 28,
                                                1995                       YEAR ENDED AUGUST 31,
                                            (UNAUDITED)      1994      1993**     1992**     1991**     1990**
<S>                                         <C>             <C>        <C>        <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of period.....       $10.09       $10.34     $10.00     $10.00     $10.00     $10.00
Income (loss) from investment operations:
Net investment income....................          .20          .43        .41        .33        .47        .55
Net realized and unrealized gain (loss)
  on investments.........................         (.15)        (.24)       .34         --         --         --
  Total from investment operations.......          .05          .19        .75        .33        .47        .55
Less distributions to shareholders from:
Net investment income....................         (.20)        (.43)      (.41)      (.33)      (.47)      (.55)
Net realized gains.......................         (.03)        (.01)        --         --         --         --
  Total distributions....................         (.23)        (.44)      (.41)      (.33)      (.47)      (.55)
Net asset value, end of period...........        $9.91       $10.09     $10.34     $10.00     $10.00     $10.00
TOTAL RETURN+............................          .6%         1.8%       7.6%       3.4%       4.8%       5.7%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)...............................      $23,426      $28,433    $30,136    $34,452    $42,022    $37,291
Ratios to average net assets:
  Expenses (a)...........................          .79++       .52%       .30%       .40%       .37%       .29%
  Net investment income (a)..............         4.15++      4.20%      3.96%      3.36%      4.66%      5.52%
Portfolio turnover rate..................          13%          12%        37%         --         --         --
<CAPTION>
 
                                                 NOVEMBER 2,
                                                1988* THROUGH
                                              AUGUST 31, 1989**
<S>                                         <C>
PER SHARE DATA
Net asset value, beginning of period.....           $10.00
Income (loss) from investment operations:
Net investment income....................              .51
Net realized and unrealized gain (loss)
  on investments.........................               --
  Total from investment operations.......              .51
Less distributions to shareholders from:
Net investment income....................             (.51)
Net realized gains.......................               --
  Total distributions....................             (.51)
Net asset value, end of period...........           $10.00
TOTAL RETURN+............................             5.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)...............................          $28,266
Ratios to average net assets:
  Expenses (a)...........................             .24%++
  Net investment income (a)..............             6.40++
Portfolio turnover rate..................               --
</TABLE>
 
*  Commencement of operations.
**  On October 16, 1992, the Fund was converted to a short-intermediate
    municipal fund with a fluctuating net asset value per share from a money
    market fund with a stable net asset value per share. The shares outstanding
    and the related per share data for the fiscal years ended August 31, 1990
    through August 31, 1992 are restated to reflect the 1 for 10 reverse share
    split on October 21, 1992. Total return calculated after October 16, 1992
    reflects the fluctuation in net asset value per share.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++  Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                          SIX MONTHS
                            ENDED
                         FEBRUARY 28,                                                  NOVEMBER 2, 1988
                             1995                  YEAR ENDED AUGUST 31,              THROUGH AUGUST 31,
                         (UNAUDITED)     1994     1993     1992     1991     1990            1989
<S>                      <C>             <C>      <C>      <C>      <C>      <C>      <C>
  Expenses............        .99%        .95%     .98%     .84%     .85%     .88%            .93%
  Net investment
    income............       3.95%       3.77%    3.28%    2.92%    4.18%    4.93%           5.71%
</TABLE>
 
                                       8
 
<PAGE>
9

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen High Grade Tax Free Fund

         The Evergreen  High Grade Tax Free Fund seeks a high level of federally
tax free income that is consistent with preservation of capital. At least 65% of
the value of the  total  assets of  Evergreen  High  Grade Tax Free Fund will be
invested  in high  grade  bonds.  High  grade  bonds  mean:  bonds  insured by a
municipal bond insurance company which is rated AAA by Standard & Poor's Ratings
Group ("S&P") and/or Aaa by Moody's Investors Service, Inc.  ("Moody's");  bonds
rated A or better by S&P or Moody's;  or, if unrated,  of comparable  quality as
determined by the Fund's investment adviser. The insurance guarantees the timely
payment of principal and interest,  but not the value of the municipal  bonds or
the shares of the Fund. See the section "Investment  Practices and Restrictions"
- - "Municipal Bond Insurance" for further information.

         The Evergreen  High Grade Tax Free Fund may also  purchase  instruments
having variable rates of interest.  One example is variable amount demand master
notes. These notes represent a borrowing  arrangement between a commercial paper
issuer (borrower) and an institutional  lender, such as the Fund and are payable
upon demand. The underlying amount of the loan may vary during the course of the
contract,  as may the interest on the outstanding amount,  depending on a stated
short-term interest rate index.

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

Evergreen Short-Intermediate Municipal Fund

         The investment objective of Evergreen Short-Intermediate Municipal Fund
is to achieve as high a level of current income,  exempt from Federal income tax
other than the  Federal  alternative  minimum  tax("AMT")  for  individuals  and
corporations,  as is consistent with preserving capital and providing liquidity.
Under  normal  circumstances,  it is  anticipated  that the Fund will invest its
assets so that at least 80% of its annual interest income is exempt from Federal
income tax other than the AMT.  The Fund will seek to achieve its  objective  by
investing  substantially  all of its assets in a diversified  portfolio of short
and  intermediate-term  debt  obligations  issued  by  states,  territories  and
possessions  of the United  States and by the  District of  Columbia,  and their
political subdivisions and duly constituted authorities, the interest from which
is exempt  from  Federal  income tax other  than the AMT.  Such  securities  are
generally  known  as  Municipal   Securities  (See  "Investment   Practices  and
Restrictions"  -  "Municipal  Securities"  below).  As a matter of  policy,  the
Trustees will not change the Fund's  investment  objective  without  shareholder
approval.

         Under  current  tax  law,  a  distinction  is drawn  between  Municipal
Securities  issued to finance certain  "private  activities" and other Municipal
Securities.  Such private  activity  bonds  include bonds issued to finance such
projects as airports, housing projects,  resource recovery programs, solid waste
disposal  facilities,  student  loan  programs,  and water and sewage  projects.
Interest income from such "private activity bonds" ("AMT-Subject Bonds") becomes
an item of "tax preference" which is subject to the alternative minimum tax when
received  by a person  in a tax year  during  which he is  subject  to that tax.
Because interest income on AMT-Subject Bonds is taxable to certain investors, it
is expected,  although there can be no guarantee, that such Municipal Securities
generally will provide somewhat higher yields than other Municipal Securities of
comparable  quality  and  maturity.  The Fund may  invest up to 50% of its total
assets in AMT-Subject Bonds.

         The Fund  intends  to  maintain  a  dollar-weighted  average  portfolio
maturity of two to five years. The Fund may consider an obligation's maturity to
be  shorter  than its  stated  maturity  if the  Fund has the  right to sell the
obligation at a price  approximating  par value before its stated maturity date.
This is a liquidity put and is exercisable to the issuer or some third party.

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

Evergreen Short-Intermediate Municipal Fund-California

         The  investment  objective  of Evergreen  Short-Intermediate  Municipal
Fund-California  is to  achieve as high a level of current  income  exempt  from
Federal and California  income taxes, as is consistent  with preserving  capital
and  providing  liquidity.  The Fund  will  seek to  achieve  its  objective  by
investing at least 80% of the value of its assets in a diversified  portfolio of
short and intermediate-term  debt obligations issued by the State of California,
its political subdivisions and duly constituted  authorities,  the interest from
which is exempt from Federal and California  income taxes.  Such  securities are
generally  known  as  Municipal   Securities  (see  "Investment   Practices  and
Restrictions" - "Municipal Securities" below).

         Interest  income on certain types of bonds issued after August 7, 1986,
to finance nongovernmental  activities is an item of "tax preference" subject to
AMT . 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 AMT on
the part of the Fund's  distributions  derived  from the  bonds.  As a matter of
fundamental policy, which may not be changed without shareholder  approval,  the
Fund will  invest at least 80% of its net assets in  Municipal  Securities,  the
interest from which is not subject to AMT .

         The Fund  intends  to  maintain  a  dollar-weighted  average  portfolio
maturity of two to five years. The Fund may consider an obligation's maturity to
be  shorter  than its  stated  maturity  if the  Fund has the  right to sell the
obligation at a price  approximating  par value before its stated maturity date.
This is a liquidity put and is exercisable to the issuer or some third party.

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

INVESTMENT PRACTICES AND RESTRICTIONS

         Except where noted,  each Fund may engage in the  investment  practices
described below.  Each Fund is also subject to certain  investment  restrictions
more fully described in the Statement of Additional Information.

General.  Evergreen  High  Grade  Tax Free  Fund,  Evergreen  Short-Intermediate
Municipal Fund and Evergreen  Short-Intermediate  Municipal Fund-California will
invest in Municipal  Securities so long as they are  determined to be of high or
upper medium quality.  Municipal  Securities meeting this criteria include bonds
rated A or higher by S&P, Moody's or another nationally  recognized  statistical
rating organization  ("SRO");  notes rated SP-1 or SP-2 by S&P or MIG-1 or MIG-2
by Moody's or rated  VMIG-1 or VMIG-2 by  Moody's in the case of  variable  rate
demand notes or having comparable ratings from another SRO; and commercial paper
rated A-1 or A-2 by S&P or Prime-1  or  Prime-2 by Moody's or having  comparable
ratings from another SRO.  Evergreen High Grade Tax Free Fund may also invest in
general  obligation  bonds which are rated BBB by S&P,  Baa by Moody's or bear a
similar  rating from another SRO.  Medium  grade bonds are more  susceptible  to
adverse economic  conditions or changing  circumstances than higher grade bonds.
However,  like the higher rated bonds,  these  securities  are  considered to be
investment  grade.  For a  description  of such  ratings  see the  Statement  of
Additional  Information.  The Funds may also 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.  Investments by Evergreen
Short-Intermediate  Municipal  Fund-California in unrated securities are limited
to 20% of total assets.

         The  ability  of the  Funds  to meet  their  investment  objectives  is
necessarily  subject to the ability of municipal  issuers to meet their  payment
obligations.  In  addition,  the  portfolios  of the Funds will be  affected  by
general changes in interest rates which will result in increases or decreases in
the value of the obligations held by the Funds. Investors should recognize that,
in periods of declining  interest rates,  the yield of the Funds will tend to be
somewhat higher than prevailing  market rates, and in periods of rising interest
rates,  the  yield of the Funds  will  tend to be  somewhat  lower.  Also,  when
interest  rates are  falling,  the inflow of net new money to the Funds from the
continuous  sale of its shares will likely be invested in portfolio  instruments
producing  lower  yields  than the  balance of each  Fund's  portfolio,  thereby
reducing the current yield of the Funds.  In periods of rising  interest  rates,
the  opposite   can  be  expected  to  occur.   In  addition   since   Evergreen
Short-Intermediate Municipal Fund-California will invest primarily in California
Municipal  Securities,  there are certain  specific  factors and  considerations
concerning  California  which may  affect  the  credit  and  market  risk of the
Municipal Securities that Evergreen Short-Intermediate Municipal Fund-California
purchases. These factors are described in the Appendix to this Prospectus.

Municipal Securities. As noted above, the Funds will invest substantially all of
their  assets in  Municipal  Securities.  These  include  Municipal  Securities,
short-term   municipal  notes  and  tax  exempt  commercial  paper.   "Municipal
Securities"  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 Securities 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  Securities"  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
Securities,  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.

Municipal  Bond  Insurance.  The Evergreen High Grade Tax Free Fund will require
municipal bond insurance when purchasing  Municipal  Securities  which would not
otherwise meet the Fund's quality  standards.  The Evergreen High Grade Tax Free
Fund may also require  insurance  when, in the opinion of the Fund's  investment
adviser, such insurance would benefit the Fund (for example, through improvement
of portfolio quality or increased liquidity of certain securities).  The purpose
of municipal  bond  insurance is to guarantee the timely payment of principal at
maturity and interest.

         Securities in the Evergreen High Grade Tax Free Fund's portfolio may be
insured in one of two ways: (1) by a policy  applicable to a specific  security,
obtained by the issuer of the  security  or by a third  party  ("Issuer-Obtained
Insurance")  or (2) under master  insurance  policies  issued by municipal  bond
insurers,  purchased by the Fund (the "Policies").  If a security's  coverage is
Issuer-Obtained, then that security does not need to be covered in the Policies.
The Fund may purchase  Policies from Municipal Bond Investors  Assurance  Corp.,
AMBAC Indemnity  Corporation,  and Financial Guaranty Insurance Company,  or any
other municipal bond insurer which is rated Aaa by Moody's or AAA by S&P. A more
detailed  description  of  these  insurers  may be  found  in the  Statement  of
Additional Information.  Annual premiums for these Policies are paid by the Fund
and are  estimated  to range from  0.10% to 0.25% of the value of the  municipal
securities  covered under the Policies,  with an average  annual premium rate of
approximately  0.175%.  While the insurance  feature reduces financial risk, the
cost thereof and the  restrictions  on investments  imposed by the guidelines in
the Policies reduce the yield to shareholders.

Floating Rate and Variable Rate Obligations.  Municipal  Securities also include
certain  variable rate and floating rate municipal  obligations  with or without
demand  features.  These  variable rate  securities  do not have fixed  interest
rates;  rather,  those rates  fluctuate  based upon changes in specified  market
rates,  such as the  prime  rate,  or are  adjusted  at  predesignated  periodic
intervals.  Certain of these  obligations  may carry a demand feature that gives
the Funds 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 Funds will limit
the value of their investments in any floating or variable rate securities which
are not readily marketable to 10% or less of their total assets.

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

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

Taxable   Investments.   Evergreen  High  Grade  Tax  Free  Fund  and  Evergreen
Short-Intermediate Municipal Fund-California may temporarily invest up to 20% of
their assets in taxable securities, and Evergreen  Short-Intermediate  Municipal
Fund may  temporarily  invest its assets so that not more than 20% of its annual
interest income will be derived from 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, each such Fund may temporarily invest more
than 20% of its total assets in taxable securities for defensive purposes.  Each
Fund may invest for defensive  purposes  during  periods when each Fund's assets
available for investment  exceed the available  Municipal  Securities  that meet
each Fund's quality and other investment  criteria.  Taxable securities in which
the Funds may invest on a short-term  basis  include  obligations  of the United
States  Government,  its  agencies or  instrumentalities,  including  repurchase
agreements  with banks or securities  dealers  involving such  securities;  time
deposits  maturing  in not more than seven  days;  other debt  securities  rated
within the two highest ratings assigned by 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 United States banks with assets of
$1 billion or more.

Repurchase  Agreements.  The Funds may enter  into  repurchase  agreements  with
member  banks of the Federal  Reserve  System,  including  State Street Bank and
Trust Company,  the Funds'  custodian  ("State Street" or the  "Custodian"),  or
"primary  dealers" (as  designated  by the Federal  Reserve Bank of New York) in
United States 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 a Fund's  holding  period.  Each  Fund  requires  continued
maintenance of collateral with its Custodian in an amount equal to, or in excess
of, the market value of the securities,  including accrued  interest,  which are
the subject of a  repurchase  agreement.  In the event a vendor  defaults on its
repurchase  obligation,  the Fund  might  suffer a loss to the  extent  that the
proceeds from the sale of the collateral were less than the repurchase price. If
the vendor  becomes  the  subject  of  bankruptcy  proceedings,  a Fund might be
delayed in selling the collateral.  Each Fund's  investment  adviser will review
and continually  monitor the  creditworthiness  of each institution with which a
Fund enters into a  repurchase  agreement  to evaluate  these  risks.  Evergreen
Short-Intermediate  Municipal  Fund-California and Evergreen  Short-Intermediate
Municipal Fund may not enter into  repurchase  agreements if, as a result,  more
than 10% of either Fund's net assets would be invested in repurchase  agreements
maturing in more than seven days and Evergreen  High Grade Tax Free Fund may not
so invest more than 15% of its net assets.

Illiquid  Securities.  The  Funds may  invest  up to 15% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable,
except that Evergreen Short-Intermediate Municipal Fund-California and Evergreen
Short-Intermediate  Municipal  Fund may only invest up to 10% of their assets in
repurchase  agreements  with  maturities  longer than seven days. In the case of
Evergreen    Short-Intermediate    Municipal   Fund-California   and   Evergreen
Short-Intermediate  Municipal Fund  securities  eligible for resale  pursuant to
Rule 144A under the  Securities  Act of 1933,  which have been  determined to be
liquid,  will not be considered by the Fund's investment  adviser to be illiquid
or not readily marketable and, therefore,  are not subject to the aforementioned
15% limit. Evergreen High Grade Tax Free Fund may invest up to 10% of its assets
in securities  subject to  restrictions  on resale under the federal  securities
laws.  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.

Other  Investment  Policies.  The  Funds  may  borrow  funds  and  agree to sell
portfolio securities to financial  institutions such as banks and broker-dealers
and to  repurchase  them at a mutually  agreed  upon date and price (a  "reverse
repurchase  agreement")  for  temporary  or emergency  purposes.  In the case of
Evergreen    Short-Intermediate    Municipal   Fund-California   and   Evergreen
Short-Intermediate  Municipal Fund borrowings may be in amounts up to 10% of the
value of each Fund's total assets at the time of such borrowing.  Evergreen High
Grade Tax Free Fund may borrow in amounts up to one-third of its net assets.  At
the time a Fund enters into a reverse repurchase  agreement,  it will place in a
segregated custodial account cash, United States Government securities or liquid
high  grade  debt  obligations  having  a value  equal to the  repurchase  price
(including accrued interest) and will subsequently monitor the account to ensure
that such equivalent value is maintained.  Reverse repurchase agreements involve
the risk that the  market  value of the  securities  sold by a Fund may  decline
below the repurchase  price of those  securities.  Evergreen  Short-Intermediate
Municipal Fund and Evergreen  Short-Intermediate  Municipal Fund-California will
not enter into reverse  repurchase  agreements  exceeding 5% of the value of its
total  assets and will not  purchase  any  securities  whenever  any  borrowings
(including reverse repurchase agreements) are outstanding.

         In order to generate income and to offset expenses,  the Funds may lend
portfolio securities to brokers, dealers and other financial organizations. Each
Fund's investment adviser will monitor the  creditworthiness  of such borrowers.
Loans of  securities  by a Fund,  if and when  made,  may not exceed 30% of each
Fund's total assets,  or in the case of Evergreen  High Grade Tax Free Fund 15%,
and will be  collateralized  by  cash,  letters  of  credit  or U.S.  government
securities  that are  maintained at all times in an amount equal to at least 100
percent of the current market value of the loaned securities,  including accrued
interest.  While such  securities  are on loan, the borrower will pay a Fund any
income accruing  thereon,  and the Fund may invest the cash collateral,  thereby
increasing  its  return.  A Fund  will  have the right to call any such loan and
obtain the securities loaned at any time on five days' notice.  Any gain or loss
in the market price of the loaned securities which occurs during the term of the
loan would affect a Fund and its investors.  A Fund may pay  reasonable  fees in
connection with such loans.

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

             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
Short-Intermediate  Municipal  Fund and Evergreen  Short-Intermediate  Municipal
Fund-California  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 High Grade Tax Free Fund.

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

         Evergreen Asset manages  investments,  provides various  administrative
services   and   supervises   the   daily   business    affairs   of   Evergreen
Short-Intermediate  Municipal  Fund and Evergreen  Short-Intermediate  Municipal
Fund-California,  subject to the authority of the Trustees. Under its investment
advisory agreement with Evergreen  Short-Intermediate  Municipal Fund-California
Evergreen  Asset is  entitled to receive an annual fee equal to .55 of 1% of the
Fund's average daily net assets.  Under its investment  advisory  agreement with
Evergreen  Short-Intermediate  Municipal  Fund,  Evergreen  Asset is entitled to
receive  an  annual  fee  equal to .50 of 1% of each  Fund's  average  daily net
assets. The total expense ratios of Evergreen  Short-Intermediate Municipal Fund
and Evergreen Short-Intermediate Municipal Fund-California for the fiscal period
ended  August  31,  1994,  are set  forth  in the  section  entitled  "Financial
Highlights".  CMG manages  investments and supervises the daily business affairs
of Evergreen High Grade Tax Free Fund and, as compensation therefor, is entitled
to  receive  an annual  fee equal to .50 of 1% of  average  daily net  assets of
Evergreen  High Grade Tax Free Fund.  The total expense ratios of Evergreen High
Grade Tax Free Fund for the fiscal period ended December 31, 1994, are set forth
in the  section  entitled  "Financial  Highlights".  Evergreen  Asset  serves as
administrator to Evergreen High Grade Tax Free 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
High  Grade  Tax  Free  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 of Evergreen High Grade Tax Free Fund is James T.
Colby,  III. Mr. Colby is a Vice President of CMG and has been  associated  with
Evergreen  Asset and its  predecessor  since  1992.  He has served as  portfolio
manager of the Fund since June,  1995 and, since that fund's  inception in 1992,
was  portfolio  manager of Evergreen  National Tax Free Fund,  whose assets were
acquired  by the Fund on July 7, 1995.  Prior to joining  Evergreen  Asset,  Mr.
Colby served as Vice President-Investments at American Express Company from 1987
to 1992.  The  portfolio  manager  for  Evergreen  Short-Intermediate  Municipal
Fund-California  and Evergreen  Short-Intermediate  Municipal  Fund is Steven C.
Shachat.   Mr.  Shachat  has  been  associated  with  Evergreen  Asset  and  its
predecessor  since  prior to 1989 and has served as  portfolio  manager of these
Funds since their inception.

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   Short-Intermediate   Municipal  Fund-California  and
Evergreen Short-Intermediate Municipal 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  Short-Intermediate Municipal Fund-California and
Evergreen  Short-Intermediate Municipal Fund for the services provided by Lieber
& Company. The address of Lieber & Company is 2500 Westchester Avenue, Purchase,
New York 10577.  Lieber & Company is an indirect,  wholly-owned,  subsidiary  of
First Union.

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

HOW TO BUY SHARES

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

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

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

         Initial  investments  may  also be made  by wire by (i)  calling  State
Street at  800-423-2615  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  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.

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.

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

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

         Income dividends are declared daily and paid monthly.  Distributions of
any net realized  gains of a Fund will be made at least  annually.  Shareholders
will  begin to earn  dividends  on the  first  business  day  after  shares  are
purchased  unless  shares  were not paid for,  in which case  dividends  are not
earned  until the next  business day after  payment is  received.  Each Fund has
qualified  and  intends to  continue  to  qualify  to be treated as a  regulated
investment  company  under the  Internal  Revenue  Code (the  "Code").  While so
qualified,  so long as  each  Fund  distributes  all of its  investment  company
taxable income and any net realized gains to  shareholders,  it is expected that
the  Funds  will  not  be  required  to  pay  any  Federal  income  taxes.  A 4%
nondeductible  excise tax will be imposed on a Fund if it does not meet  certain
distribution   requirements  by  the  end  of  each  calendar  year.  Each  Fund
anticipates meeting such distribution requirements.

         The Funds will designate and pay exempt-interest dividends derived from
interest  earned on  qualifying  tax-exempt  obligations.  Such  exempt-interest
dividends may be excluded by  shareholders of a Fund from their gross income for
Federal   income  tax   purposes,   however   (1)  all  or  a  portion  of  such
exempt-interest  dividends may be a specific preference item for purposes of the
Federal  individual and corporate  alternative  minimum taxes to the extent that
they are derived  from  certain  types of private  activity  bonds  issued after
August 7, 1986, and (2) all exempt-interest dividends will be a component of the
"adjusted current  earnings" for purposes of the Federal  corporate  alternative
minimum tax.

         Dividends paid from taxable income,  if any, and  distributions  of any
net  realized  short-term  capital  gains  (whether  from tax  exempt or taxable
obligations)  are  taxable  as  ordinary  income  and  long-term   capital  gain
distributions  are taxable as long-term  capital gains,  even though received in
additional  shares of the Fund, and  regardless of the investors  holding period
relating to the shares with respect to which such gains are distributed.  Market
discount  recognized  on taxable  and  tax-exempt  bonds is taxable as  ordinary
income, not as excludable income.  Under current law, the highest Federal income
tax rate  applicable to net long-term  gains realized by individuals is 28%. The
rate applicable to corporations is 35%.

         Since each Fund's gross income is ordinarily  expected to be tax exempt
interest income,  it is not expected that the 70%  dividends-received  deduction
for corporations will be applicable.  Specific  questions should be addressed to
the investor's own tax adviser.

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

         For Evergreen Short-Intermediate Municipal Fund-California,  so long as
the Fund remains  qualified under  Subchapter M of the Code for federal purposes
and qualified as a diversified management investment company, then under current
California  law,  the Fund is entitled to pass through to its  shareholders  the
tax-exempt  income it earns.  To the extent that Fund dividends are derived from
earnings on California Municipal Securities,  such dividends will be exempt from
California  personal  income  taxes when  received  by the Fund's  shareholders,
provided the Fund has  complied  with the  requirement  that at least 50% of its
assets be invested in California Municipal Securities. For California income tax
purposes, long-term capital gains distributions are taxable as ordinary income.

         Statements  describing  the tax status of  shareholders'  dividends and
distributions  will be mailed annually by the Funds.  These  statements will set
forth the  amount of income  exempt  from  Federal  and,  if  applicable,  state
taxation (including California),  and the amount, if any, subject to Federal and
state  taxation.  Moreover,  to the  extent  necessary,  these  statements  will
indicate the amount of exempt-interest dividends which are a specific preference
item for purposes of the Federal  individual and corporate  alternative  minimum
taxes. The exemption of interest income for Federal income tax purposes does not
necessarily  result in exemption  under the income or other tax law of any state
or local taxing authority. Investors should consult their own tax advisers about
the status of distributions from the Funds in their states and localities.  Each
Fund notifies shareholders annually as to the interest exempt from Federal taxes
earned by the Fund.

         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.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A  discussion  of  the  performance  of  Evergreen   Short-Intermediate
Municipal  Fund-California and Evergreen  Short-Intermediate  Municipal Fund for
their most recent fiscal year is set forth below. A similar discussion  relating
to Evergreen High Grade Municipal Fund is contained in the annual report of such
Fund for the fiscal year ended December 31, 1994.

Evergreen  Short-Intermediate  Municipal  Fund.  The Fund's total return for the
fiscal year ending August 31, 1994 was +1.42%, versus the Lehman Brothers 3-Year
Municipal  Bond  Index,  which  rose + 2.38%,  and the  Lehman  Brothers  5-Year
Municipal Bond Index, which increased + 2.01%. As the economy picked up momentum
and the Federal Reserve started  tightening,  interest rates in the fixed-income
markets climbed in every maturity  range. As a result,  the Fund moved to a more
defensive  position during the last half of the fiscal year in order to moderate
price  volatility.  The Fund's  investment  adviser  reduced the Fund's weighted
average  maturities  and  durations,   and  adjusted  the  holdings  by  selling
securities  most  sensitive to price  declines in a rising  environment  such as
bonds trading at a discount.  Proceeds were  reinvested in  premium-based,  high
quality  bonds.  The  strategy  of the Fund as of August 31,  1994 was to remain
relatively  short  in  the  one to  three-year  range  as we  look  to  purchase
investment grade, non-callable bonds.














                                     [CHART]














Evergreen  Short-Intermediate  Municipal  Fund -  California.  The Fund's  total
return for the fiscal year ending  August 31, 1994 was 1.84%,  versus the Lehman
Brothers  3-Year  California  Municipal  Bond  Index,  which rose +2.38% and the
Lehman Brothers California Municipal Bond Index, which increased + 2.21%.

         As the economy  picked up  momentum  and the  Federal  Reserve  started
tightening, interest rates in the fixed-income markets climbed in every maturity
range. As a result,  the Fund moved to a more defensive position during the last
half of the fiscal year in order to moderate  price  volatility.  The investment
adviser  reduced the Fund's  weighted  average  maturities  and  durations,  and
adjusted the holdings by selling  securities most sensitive to price declines in
a  rising  environment  such as  bonds  trading  at a  discount.  Proceeds  were
reinvested  in  premium-based,  high  quality  bonds.  The  strategy of the Fund
strategy  as of August 31,  1994,  is to remain  relatively  short in the one to
three-year range as we look to purchase investment grade, non callable bonds.























                                     [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.   Evergreen   Short-Intermediate   Municipal  Fund  and  Evergreen
Short-Intermediate Municipal Fund - California are separate investment series of
Evergreen  Municipal  Trust, a  Massachusetts  business trust organized in 1988.
Evergreen High Grade Tax Free 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 Directors, that affect each series and class in
substantially  the same manner.  Class A, B and Y shares have identical  voting,
dividend,  liquidation  and other rights,  except that each class bears,  to the
extent applicable, its own distribution, 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.

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  High  Grade Tax Free  Fund and which  provides
certain  sub-administrative  services to Evergreen  Asset in connection with its
role as investment  adviser to Evergreen  Short-Intermediate  Municipal Fund and
Evergreen  Short-Intermediate  Municipal Fund - California,  including providing
personnel to serve as officers of the Funds.

Other  Classes of Shares.  Each Fund  currently  offers three classes of shares,
Class A, Class B 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 Evergreen
mutual  funds for which  Evergreen  Asset  serves as  investment  adviser  as of
December 30, 1994,  (ii) certain  institutional  investors and (iii)  investment
advisory  clients of CMG,  Evergreen  Asset or their  affiliates.  The dividends
payable  with  respect  to Class A and Class B shares  will be less  than  those
payable with respect to Class Y shares due to the  distribution and distribution
related  expenses  borne by Class A and  Class B shares  and the fact  that such
expenses are not borne by Class Y shares.

Performance  Information.  A Fund's  performance may be quoted in advertising in
terms  of yield  or  total  return.  Both  types  of  performance  are  based on
Securities  and  Exchange  Commission  ("SEC")  formulas and are not intended to
indicate future performance.

         Yield  is a way of  showing  the  rate of  income  a Fund  earns on its
investments  as a  percentage  of the  Fund's  share  price.  A 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,  a Fund's  yield may not equal its
distribution  rate, the income paid to your account or the income  reported in a
Fund's  financial  statements.  To  calculate  yield,  a 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 a Fund's  share  price at the end of the
30-day  period.  This  yield  does not  reflect  gains or  losses  from  selling
securities.

         A Fund may also quote  tax-equivalent  yields,  which show the  taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields.  A  tax-equivalent  yield is calculated by dividing a Fund's  tax-exempt
yield by the result of one minus a stated Federal tax rate. If only a portion of
a  Fund's  income  was  tax-exempt,   only  that  portion  is  adjusted  in  the
calculation.

         Total returns are based on the overall  dollar or percentage  change in
the value of a  hypothetical  investment  in a Fund. A Fund's total return shows
its overall change in value including  changes in share prices and assumes all a
Fund's distributions are reinvested. A cumulative total return reflects a Fund's
performance  over a stated  period  of time.  An  average  annual  total  return
reflects the hypothetical  annually  compounded  return that would have produced
the same cumulative total return if a Fund's  performance had been constant over
the entire  period.  Because  average  annual  total  returns tend to smooth out
variations in a Fund's return,  you should  recognize that they are not the same
as  actual  year-by-year  results.  To  illustrate  the  components  of  overall
performance, a Fund may separate its cumulative and average annual total returns
into income results and realized and unrealized gain or loss.

         Comparative  performance information may also be used from time to time
in  advertising  or  marketing  a Fund's  shares,  including  data  from  Lipper
Analytical Services, Inc., Morningstar and other industry publications. 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 Declaration of Trust under which each
Fund operates provide that no Trustee or shareholder  will be personally  liable
for the  obligations  of the Trust and that every  written  contract made by the
Trust  contain a provision to that effect.  If any Trustee or  shareholder  were
required to pay any  liability  of the Trust,  that person  would be entitled to
reimbursement from the general assets of the Trust.

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


<PAGE>


                   APPENDIX -- CALIFORNIA RISK CONSIDERATIONS

         The  following  information  as to certain  California  risk factors is
given  to  investors  in  view of the  policy  of  Evergreen  Short-Intermediate
Municipal  Fund-California  of  investing  primarily  in  California  state  and
municipal issuers.  The information is based primarily upon information  derived
from public documents  relating to securities  offerings of California state and
municipal  issuers,  from independent  municipal credit reports and historically
reliable sources but has not been independently verified by the Fund.

         Changes in  California  constitutional  and other laws  during the last
several years have raised  questions  about the ability of California  state and
municipal issuers to obtain sufficient revenue to pay their bond obligations. In
1978,  California  voters  approved an amendment to the California  Constitution
known as Proposition 13. Proposition 13 limits ad valorem taxes on real property
and  restricts the ability of taxing  entities to increase real property  taxes.
Legislation  passed  subsequent to  Proposition  13,  however,  provided for the
redistribution  of  California's  General  Fund surplus to local  agencies,  the
reallocation of revenues to local agencies,  and the assumption of certain local
obligations  by the state so as to help  California  municipal  issuers to raise
revenue  to  pay  their  bond  obligations.  It  is  unknown,  however,  whether
additional revenue redistribution  legislation will be enacted in the future and
whether, if enacted,  such legislation would provide sufficient revenue for such
California  issuers  to pay  their  obligations.  The state is also  subject  to
another  constitutional  amendment,  Article  XIIIB,  which may have an  adverse
impact on California  state and municipal  issuers.  Article XIIIB restricts the
state from spending certain  appropriations in excess of an appropriations limit
imposed for each state and local  government  entity.  If  revenues  exceed such
appropriations  limit, such revenues must be returned either as revisions in the
tax  rates  or  fee   schedules.   Because  of  the  uncertain   impact  of  the
aforementioned   statutes  and  cases,  the  possible   inconsistencies  in  the
respective  terms of the statutes and the  impossibility of predicting the level
of  future   appropriations  and  applicability  of  related  statutes  to  such
questions,   it  is  not  currently  possible  to  assess  the  impact  of  such
legislation, cases and policies on the long-term ability of California state and
municipal issuers to pay interest or repay principal on their obligations.

         California's economy is larger than many sovereign nations.  During the
1980s,  California  experienced  growth  rates well in excess of the rest of the
nation.  The  state's  major  employment   sectors  are  services,   trade,  and
manufacturing.  Industrial  concentration  is  in  electronics,  aerospace,  and
non-electrical equipment. Also significant are agriculture and oil production.

         Key sectors of California's  economy have been severely affected by the
recession.  Since May of 1990,  job losses total over  850,000.  Declines in the
aerospace  and  high  technology   sectors  have  been  especially  severe.  The
continuing  drive in  population  and labor  force  growth has  produced  higher
unemployment rates in the state. Although total job loss has declined,  weakness
continues  in key areas of  California's  economy,  including  government,  real
estate and aerospace. Wealth levels still remain high in the state, although the
difference between state and national levels continues to narrow.

         In July of 1994,  both S&P and Moody's  lowered the general  obligation
bond ratings of the state of  California.  These  revisions  reflect the state's
heavy reliance on the  short-term  note market to finance its cash imbalance and
the  likelihood  that this exposure will persist for at least another two years.
For more information on these ratings  revisions and the state's current budget,
please refer to the Statement of Additional Information.

Orange  County  Bankruptcy.  On December  6, 1994,  Orange  County,  California,
petitioned for bankruptcy  based on losses in the Orange County  Investment Fund
which at the time were estimated to be approximately $2 billion.  At the time of
the petition,  the Orange County Investment Fund held monies belonging to Orange
County as well as other  municipal  issuers  located in Orange  County and other
parts  of  California.  Although  the  ultimate  resolution  of this  matter  is
uncertain,  one  possible  result  is that  the  ability  of  municipal  issuers
investing in the Orange County  Investment  Fund to service some or all of their
outstanding debt obligations may be severely impaired.

         As of December 6, 1994, Evergreen  Short-Intermediate  Municipal Fund -
California did not hold debt  obligations of Orange County or other issuers that
the Fund is aware had invested in the Orange County Investment Fund. Although it
has no current  intention to do so, if it deems it advisable,  the Fund reserves
the  right  from  time to time to make  investments  in  municipal  issuers  who
maintain assets in the Orange County Investment Fund.


<PAGE>
  INVESTMENT ADVISER
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND, EVERGREEN SHORT-INTERMEDIATE
  MUNICIPAL FUND-CALIFORNIA
  Capital Mangement Group of First Union Bank, 201 South College Street,
  Charlotte, North Carolina 28288
      EVERGREEN HIGH GRADE TAX FREE 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 SHORT-INTERMEDIATE MUNICIPAL FUND,
      EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA
  KPMG Peat Marwick LLP, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN HIGH GRADE TAX FREE FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017






  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) STATE SPECIFIC TAX FREE FUNDS    (Evergreen Logo appears here)
  EVERGREEN FLORIDA MUNICIPAL BOND FUND
  EVERGREEN GEORGIA MUNICIPAL BOND FUND
  EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND
  EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND
  EVERGREEN VIRGINIA MUNICIPAL BOND FUND
  EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND
  CLASS A SHARES
  CLASS B SHARES
           The Evergreen State Specific Tax-Free Funds (the "Funds") are
  designed to provide investors with current income exempt from Federal
  income tax and certain state income tax. This Prospectus provides
  information regarding the Class A and Class B shares offered by the Funds.
  Each Fund is, or is a series of, an open-end, non-diversified, management
  investment company except for EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND
  FUND which is diversified. 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.
  EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND WILL INVEST AT LEAST 65%
  OF THE VALUE OF ITS TOTAL ASSETS IN MUNICIPAL SECURITIES CONSISTING OF HIGH
  YIELD (I.E., HIGH RISK), MEDIUM, LOWER RATED AND UNRATED BONDS. SUCH
  SECURITIES ARE COMMONLY CALLED JUNK BONDS AND ARE SUBJECT TO GREATER MARKET
  FLUCTUATIONS AND RISK OF LOSS OF INCOME AND PRINCIPAL THAN HIGHER RATED
  SECURITIES, LOWER QUALITY SECURITIES INVOLVE A GREATER RISK OF DEFAULT AND,
  CONSEQUENTLY, SHARES OF THE EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND
  FUND ARE SPECULATIVE SECURITIES.
                   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                                        6
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies                12
         Investment Practices and Restrictions             14
MANAGEMENT OF THE FUNDS
         Investment Adviser                                18
         Distribution Plans and Agreements                 19
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 20
         How to Redeem Shares                              22
         Exchange Privilege                                23
         Shareholder Services                              24
         Effect of Banking Laws                            24
OTHER INFORMATION
         Dividends, Distributions and Taxes                25
         Management's Discussion of Fund Performance       26
         General Information                               27
APPENDIX
         Florida Risk Considerations                       29
</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 Capital Management Group of First Union National Bank ("CMG") serves
as investment adviser to Evergreen State Specific Tax Free Funds which include:
EVERGREEN FLORIDA MUNICIPAL BOND FUND, EVERGREEN GEORGIA MUNICIPAL BOND FUND,
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND, EVERGREEN SOUTH CAROLINA MUNICIPAL
BOND FUND, EVERGREEN VIRGINIA MUNICIPAL BOND FUND and EVERGREEN FLORIDA HIGH
INCOME MUNICIPAL BOND FUND. First Union National Bank of North Carolina
("FUNB"), is a subsidiary of First Union Corporation, one of the ten largest
bank holding companies in the United States.
       EVERGREEN FLORIDA MUNICIPAL BOND FUND (formerly First Union Florida
Municipal Bond Portfolio, successor to ABT Florida Tax-Free Fund) seeks current
income exempt from federal income tax consistent with preservation of capital.
In addition, the Fund intends to qualify as an investment exempt from the
Florida state intangibles tax.
       EVERGREEN GEORGIA MUNICIPAL BOND FUND (formerly First Union Georgia
Municipal Bond Portfolio) seeks current income exempt from federal income tax
and Georgia state income tax, consistent with preservation of capital.
       EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND (formerly First Union North
Carolina Municipal Bond Portfolio) seeks current income exempt from federal
income tax and North Carolina state income tax, consistent with preservation of
capital. In addition, the Fund intends to qualify as an investment substantially
exempt from the North Carolina intangible personal property tax.
       EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND (formerly First Union South
Carolina Municipal Bond Portfolio seeks current income exempt from federal
income tax and South Carolina state income tax.
       EVERGREEN VIRGINIA MUNICIPAL BOND FUND (formerly First Union Virginia
Municipal Bond Portfolio) seeks current income exempt from federal income tax
and Virginia state income tax, consistent with preservation of capital.
       EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND (successor to ABT
Florida High Income Municipal Bond Fund) seeks to provide a high level of
current income exempt from federal income tax. Under normal circumstances, the
Fund will invest at least 65% of the value of its total assets in municipal
securities consisting of high yield (i.e., high risk), medium, lower rated and
unrated bonds.
       THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in Class A and Class B Shares of a 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
<S>                                                             <C>              <C>
Maximum Sales Charge Imposed on Purchases                            4.75%                           None
(as a % of offering price)
Sales Charge on Dividend Reinvestments                               None                            None
Contingent Deferred Sales Charge (as a % of original purchase        None        5% during the first year, 4% during the
price or redemption proceeds, whichever is lower)                                second year, 3% during the third and fourth
                                                                                 years, 2% during the fifth year, 1% during
                                                                                 the sixth and seventh years and 0% after the
                                                                                 seventh year
Redemption Fee                                                       None                            None
Exchange Fee                                                         None                            None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return and (ii) redemption at the end of each period and,
additionally for Class B shares, no redemption at the end of each period.
       In the following examples (i) the expenses for Class A Shares assume
deduction of the maximum 4.75% sales charge at the time of purchase, (ii) the
expenses for Class B Shares assume deduction at the time of redemption (if
applicable) of the maximum contingent deferred sales charge applicable for that
time period, and (iii) the expenses for Class B Shares reflect the conversion to
Class A Shares eight years after purchase (years eight through ten, therefore,
reflect Class A expenses).
<TABLE>
<CAPTION>
EVERGREEN FLORIDA MUNICIPAL BOND FUND(A)
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                         EXPENSES**                                             at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees                          .30%       .30%
                                                          After 1 Year                          $  53      $  65        $ 15
Administrative Fees                    .06%       .06%
                                                          After 3 Years                         $  66      $  76        $ 46
12b-1 Fees*                            .15%       .75%
                                                          After 5 Years                         $  80      $ 100        $ 80
Shareholder Service Fees                 --       .25%
                                                          After 10 Years                        $ 120      $ 140        $140
Other Expenses                         .10%       .10%
Total                                  .61%      1.46%
</TABLE>
 
<TABLE>
<CAPTION>
EVERGREEN GEORGIA MUNICIPAL BOND FUND
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                          EXPENSES                                              at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees                          .50%       .50%
                                                          After 1 Year                          $  60      $  70        $ 20
Administrative Fees                    .06%       .06%
                                                          After 3 Years                         $  85      $  93        $ 63
12b-1 Fees*                            .25%       .75%
                                                          After 5 Years                         $ 113      $ 128        $108
Shareholder Service Fees                 --       .25%
                                                          After 10 Years                        $ 191      $ 204        $204
Other Expenses***                      .44%       .44%
Total                                 1.25%      2.00%
</TABLE>
 
                                       3
 
<PAGE>
<TABLE>
<CAPTION>
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                          EXPENSES                                              at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees                          .50%
                                                  .50%    After 1 Year                          $  59      $  70        $ 20
Administrative Fees                    .06%       .06%
                                                          After 3 Years                         $  83      $  90        $ 60
12b-1 Fees*                            .25%       .75%
                                                          After 5 Years                         $ 109      $ 124        $104
Shareholder Service Fees                 --       .25%
                                                          After 10 Years                        $ 183      $ 196        $196
Other Expenses                         .36%       .36%
Total                                 1.17%      1.92%
</TABLE>
 
<TABLE>
<CAPTION>
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                          EXPENSES                                              at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees                          .50%       .50%
                                                          After 1 Year                          $  60      $  70        $ 20
Administrative Fees                    .06%       .06%
                                                          After 3 Years                         $  85      $  93        $ 63
12b-1 Fees*                            .25%       .75%
                                                          After 5 Years                         $ 113      $ 128        $108
Shareholder Service Fees                 --       .25%
                                                          After 10 Years                        $ 191      $ 204        $204
Other Expenses***                      .44%       .44%
Total                                 1.25%      2.00%
</TABLE>
 
<TABLE>
<CAPTION>
EVERGREEN VIRGINIA MUNICIPAL BOND FUND
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                          EXPENSES                                              at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees                          .50%       .50%
                                                          After 1 Year                          $  60      $  70        $ 20
Administrative Fees                    .06%       .06%
                                                          After 3 Years                         $  85      $  93        $ 63
12b-1 Fees*                            .25%       .75%
                                                          After 5 Years                         $ 113      $ 128        $108
Shareholder Service Fees                 --       .25%
                                                          After 10 Years                        $ 191      $ 204        $204
Other Expenses***                      .44%       .44%
Total                                 1.25%      2.00%
</TABLE>
 
<TABLE>
<CAPTION>
EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND (B)
                                                                                                           EXAMPLES
                                                                                                    Assuming          Assuming
                                      ANNUAL OPERATING                                             Redemption            no
                                          EXPENSES                                              at End of Period     Redemption
                                     Class A    Class B                                        Class A    Class B     Class B
<S>                                  <C>        <C>       <C>                                  <C>        <C>        <C>
Advisory Fees**                        .30%       .30%
                                                          After 1 Year                          $  55      $  66        $ 16
Administrative Fees                    .06%       .06%
                                                          After 3 Years                         $  72      $  80        $ 50
12b-1 Fees*                            .25%      1.00%
                                                          After 5 Years                         $  91      $ 106        $ 86
Other Expenses                         .21%       .21%
                                                          After 10 Years                        $ 144      $ 157        $157
Total                                  .82%      1.57%
</TABLE>
 
(a) Estimated annual operating expenses reflect the combination of FIRST UNION
    FLORIDA MUNICIPAL BOND FUND and ABT Florida Tax-Fee Fund.
(b) Estimated annual operating expenses reflect the combination of EVERGREEN
    FLORIDA HIGH INCOME MUNICIPAL BOND FUND and ABT Florida High Income
    Municipal Bond Fund. The amounts in the tables and examples are based on the
    experience of ABT Florida High Income Municipal Bond Fund as restated to
    reflect current fee arrangements.
*Class A Shares can pay up to .75 of 1% of average annual 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 annual net assets. For Class B Shares of EVERGREEN FLORIDA
HIGH INCOME MUNICIPAL BOND FUND, a portion of the 12b-1 Fees equivalent to .25
of 1% of average annual assets will be shareholder servicing-related.
Distribution-related 12b-1 Fees will be limited to .75 of 1% of average annual
assets as permitted under the rules of the National Association of Securities
Dealers, Inc.
**EVERGREEN FLORIDA MUNICIPAL BOND FUND will not pay 12b-1 Fees to the extent
that the effect of such payment would be to cause the Fund's ratio of expenses
to average net assets for Class A Shares to exceed .61 of 1%.
                                       4
 
<PAGE>
CMG has agreed to limit the Advisory Fee charged to EVERGREEN FLORIDA MUNICIPAL
BOND FUND and EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND to .30 of 1% of
average net assets for a period of at least one year.
From time to time each fund's adviser may, at its discretion, reduce or waive
its fees or reimburse these Funds for certain of their other expenses in order
to reduce their expense ratios. Each fund's adviser may cease these voluntary
waivers and reimbursements at any time.
       The estimated annual operating expenses and examples do not reflect fee
waivers and expense reimbursements for the most recent fiscal year. Actual
expenses for Class A and B Shares net of fee waivers and expense reimbursements
for the year ended December 31, 1994 or April 30, 1995 as applicable were as
follows:
<TABLE>
<CAPTION>
                                                                                     CLASS A    CLASS B
<S>                                                                                  <C>        <C>
EVERGREEN FLORIDA MUNICIPAL BOND FUND                                                 .61%         N/A
EVERGREEN GEORGIA MUNICIPAL BOND FUND                                                 .53%       1.13%
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND                                          .79%       1.37%
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND                                          .25%        .87%
EVERGREEN VIRGINIA MUNICIPAL BOND FUND                                                .53%       1.12%
EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND                                     .60%         N/A
</TABLE>
 
***Reflects agreements by CMG to limit aggregate operating expenses (including
the Advisory Fees, but excluding interest, taxes, brokerage commissions, Rule
12b-1 Fees, shareholder servicing fees and extraordinary expenses) of EVERGREEN
GEORGIA MUNICIPAL BOND FUND, EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND and
EVERGREEN VIRGINIA MUNICIPAL BOND FUND to 1% of average net assets for the
foreseeable future. Absent such agreements, the estimated annual operating
expenses for the Funds would be as follows:
<TABLE>
<CAPTION>
                                                                                     CLASS A    CLASS B
<S>                                                                                  <C>        <C>
EVERGREEN GEORGIA MUNICIPAL BOND FUND                                                 1.78%      2.53%
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND                                          4.91%      5.66%
EVERGREEN VIRGINIA MUNICIPAL BOND FUND                                                2.25%      3.00%
</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 for its most recent fiscal period. Such expenses have been restated
to reflect current fee arrangements and in the case of Funds that did not offer
all of the above-referenced Classes of shares during such periods, the amounts
set forth in the tables are based on the expenses incurred by the Classes which
were offered. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN. For a more complete description of the various
costs and expenses borne by the Funds see "Management of the Funds." As a result
of asset-based sales charges, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted under the
rules of the National Association of Securities Dealers, Inc.
                                       5
 
<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 GEORGIA MUNICIPAL BOND FUND, EVERGREEN NORTH
CAROLINA MUNICIPAL BOND FUND, EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND and
EVERGREEN VIRGINIA MUNICIPAL BOND FUND has been audited by KPMG Peat Marwick
LLP, each Fund's independent auditors for EVERGREEN FLORIDA MUNICIPAL BOND FUND
and EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND has been audited by Tait,
Weller & Baker, each Fund's independent auditors. A report of KPMG Peat Marwick
LLP or Tait, Weller & Baker as the case may be, on the audited information with
respect to each Fund is incorporated by reference in the Fund's Statement of
Additional Information. The following information for each Fund should be read
in conjunction with the financial statements and related notes which are
incorporated by reference in the Fund's Statement of Additional Information.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN FLORIDA MUNICIPAL BOND FUND -- CLASS A SHARES*
<TABLE>
<CAPTION>
                                                                                                                     MAY 11, 1988**
                                                                                                                        THROUGH
                                                                      YEAR ENDED APRIL 30,                             APRIL 30,
                                                  1995        1994        1993        1992       1991       1990          1989
<S>                                             <C>         <C>         <C>         <C>         <C>        <C>       <C>
PER SHARE DATA
Net asset value, beginning of period.........     $10.79      $11.27      $10.59      $10.43      $9.97    $10.30        $10.00
Income from investment operations:
Net investment income........................        .61         .63         .63         .69        .74       .66           .53
Net realized and unrealized gain (loss) on
  investments................................        .12        (.40)        .76         .25        .49      (.28)          .25
  Total from investment operations...........        .73         .23        1.39         .94       1.23       .38           .78
Less distributions to shareholders from:
Net investment income........................       (.61)       (.63)       (.63)       (.69)      (.77)     (.67)         (.48)
Net realized gains...........................       (.02)       (.08)       (.08)       (.05)        --      (.04)           --
Paid-in capital..............................         --          --          --        (.04)        --        --            --
  Total distributions........................       (.63)       (.71)       (.71)       (.78)      (.77)     (.71)         (.48)
  Net asset value, end of period.............     $10.89      $10.79      $11.27      $10.59     $10.43     $9.97        $10.30
TOTAL RETURN+................................       2.0%        1.9%       13.6%        9.3%      12.9%      3.7%          9.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....   $168,542    $199,612    $198,286    $147,996    $75,791    $7,286          $717
Ratios to average net assets:
  Expenses...................................       .61%        .56%        .58%        .41%(a)    .10%(a)   .10%(a)       .30%(a)++
  Net investment income......................      5.73%       5.37%       5.66%       6.12%(a)   6.55%(a)  6.15%(a)      5.30%(a)++
Portfolio turnover rate......................        53%         32%         24%         24%        66%       82%            2%
</TABLE>
 
*  The information in the table above reflects the operating history of ABT
   Florida Tax Free Fund, the predecessor to EVEGREEN FLORIDA MUNICIPAL BOND
   FUND, for the periods indicated.
**  Commencement of operations.
+  Total return is calculated on net asset value and is not annualized. Initial
   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>
                                                                                           MAY 11, 1988
                                                                YEAR ENDED APRIL 30,          THROUGH
                                                               1992     1991     1990     APRIL 30, 1989
<S>                                                            <C>      <C>      <C>      <C>
Expenses....................................................    .68%     .88%    5.14%         20.40%
Net investment income (loss)................................   5.85%    5.77%    1.01%        (14.80%)
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN GEORGIA MUNICIPAL BOND FUND -- CLASS A, B, AND Y SHARES
<TABLE>
<CAPTION>
                                                       CLASS A SHARES                  CLASS B SHARES              CLASS Y
                                                                  JULY 2,                         JULY 2,          SHARES
                                                                   1993*                           1993*        FEBRUARY 28,
                                                 YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       1994* THROUGH
                                                DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                    1994            1993            1994            1993            1994
<S>                                             <C>             <C>             <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period.........      $10.19          $10.00           $10.19         $10.00            $9.83
Income (loss) from investment operations.....
Net investment income........................         .48             .20              .43            .18              .42
Net realized and unrealized gain (loss) on
  investments................................       (1.45)            .19            (1.45)           .19            (1.09)
  Total from investment operations...........        (.97)            .39            (1.02)           .37             (.67)
Less distributions to shareholders from:
Net investment income........................        (.48)           (.20)            (.43)          (.18)            (.42)
Net asset value, end of period...............       $8.74          $10.19            $8.74         $10.19            $8.74
TOTAL RETURN+................................       (9.6%)           4.0%           (10.2%)          3.7%            (6.9%)
RATIOS & SUPPLEMENTAL DATA
  Net assets, end of period (000's
    omitted).................................      $1,387            $817           $6,912         $3,692             $284
Ratios to average net assets:
  Expenses (a)...............................        .53%            .25%++          1.13%           .75%++           .31%++
  Net investment income (a)..................       5.26%           4.71%++          4.66%          4.15%++          5.68%++
Portfolio turnover rate......................        147%             15%             147%            15%             147%
</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 (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                                                               CLASS Y
                                                    CLASS A SHARES                  CLASS B SHARES              SHARES
                                                             JULY 2, 1993                    JULY 2, 1993    FEBRUARY 28,
                                              YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       1994 THROUGH
                                             DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                 1994            1993            1994            1993            1994
<S>                                          <C>             <C>             <C>             <C>             <C>
Expense...................................       3.61%           6.82%           4.21%           7.32%           3.39%
Net investment income (loss)..............       2.18%          (1.86%)          1.58%          (2.42%)          2.60%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                          CLASS A                          CLASS B
                                                          SHARES                           SHARES                   Y SHARES
                                                                JANUARY 11,                      JANUARY 11,      FEBRUARY 28,
                                                YEAR ENDED     1993* THROUGH     YEAR ENDED     1993* THROUGH    1994* THROUGH
                                               DECEMBER 31,    DECEMBER 31,     DECEMBER 31,    DECEMBER 31,      DECEMBER 31,
                                                   1994            1993             1994            1993              1994
<S>                                            <C>             <C>              <C>             <C>              <C>
PER SHARE DATA
Net asset value, beginning of period........       $10.61          $10.00           $10.61          $10.00            $10.31
Income (loss) from investment operations:
Net investment income.......................          .49             .46              .44             .42               .43
Net realized and unrealized gain (loss) on
  investments...............................        (1.45)            .64            (1.45)            .64             (1.15)
  Total from investment operations..........         (.96)           1.10           (.1.01)           1.06              (.72)
Less distributions to shareholders from:
Net investment income.......................         (.49)           (.46)            (.44)           (.42)             (.43)
Net realized gains..........................           --            (.03)              --            (.03)               --
  Total distributions.......................         (.49)           (.49)            (.44)           (.45)             (.43)
Net asset value, end of period..............        $9.16          $10.61            $9.16          $10.61             $9.16
TOTAL RETURN+...............................        (9.1%)          11.3%            (9.6%)          10.8%             (7.0%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...       $7,979         $12,739         $ 44,616         $45,168              $642
Ratios to average net assets:
  Expenses (a)..............................         .79%            .32%++          1.37%            .79%++            .59%++
  Net investment income (a).................        5.11%           4.91%++          4.53%           4.47%++           5.58%++
Portfolio turnover rate.....................         126%             57%             126%             57%              126%
</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 has borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income to average net
    assets, exclusive of any applicable state expense limitations, would have
    been the following:
<TABLE>
<CAPTION>
                                                   CLASS A SHARES                    CLASS B SHARES            CLASS Y SHARES
                                                            JANUARY 11,                       JANUARY 11,       FEBRUARY 28,
                                            YEAR ENDED      1993 THROUGH      YEAR ENDED      1993 THROUGH      1994 THROUGH
                                           DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,      DECEMBER 31,
                                               1994             1993             1994             1993              1994
<S>                                        <C>             <C>               <C>             <C>               <C>
Expenses................................       1.18%            1.25%            1.76%            1.74%              .98%
Net investment income...................       4.72%            3.98%            4.14%            3.52%             5.19%
</TABLE>
 
                                       8
 
<PAGE>
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                                                   CLASS A          CLASS B          CLASS Y
                                                                                   SHARES           SHARES           SHARES
                                                                                 JANUARY 3,       JANUARY 3,      FEBRUARY 28,
                                                                                1994* THROUGH    1994* THROUGH    1994* THROUGH
                                                                                DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                                                    1994             1994             1994
<S>                                                                             <C>              <C>              <C>
PER SHARE DATA
Net asset value, beginning of period.........................................       $10.00           $10.00            $9.74
Income (loss) from investment operations:
Net investment income........................................................          .46              .41              .43
Net realized and unrealized (loss) on investments............................        (1.38)           (1.38)           (1.12)
  Total from investment operations...........................................         (.92)            (.97)            (.69)
Less distributions to shareholders from:
Net investment income........................................................         (.46)            (.41)            (.43)
Net asset value, end of period...............................................        $8.62            $8.62            $8.62
TOTAL RETURN+................................................................        (9.3%)           (9.8%)           (7.1%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....................................         $312           $2,456              $92
Ratios to average net assets:
  Expenses (a)...............................................................         .25%++           .87%++           .00%++
  Net investment income (a)..................................................        5.57%++          4.88%++          5.92%++
Portfolio turnover rate......................................................          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 (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                          CLASS A SHARES    CLASS B SHARES    CLASS Y SHARES
                                                                            JANUARY 3,        JANUARY 3,       FEBRUARY 28,
                                                                               1994              1994              1994
                                                                             THROUGH           THROUGH           THROUGH
                                                                           DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                                               1994              1994              1994
<S>                                                                       <C>               <C>               <C>
Expenses...............................................................       10.71%            11.33%            10.46%
Net investment income (loss)...........................................       (4.89%)           (5.58%)           (4.54%)
</TABLE>
 
                                       9
 
<PAGE>
EVERGREEN VIRGINIA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                   CLASS A SHARES                  CLASS B SHARES
                                                              JULY 2,                         JULY 2,
                                                               1993*                           1993*          CLASS Y SHARES
                                             YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       FEBRUARY 28, 1994*
                                            DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,         THROUGH
                                                1994            1993            1994            1993        DECEMBER 31, 1994
<S>                                         <C>             <C>             <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period.....      $10.19          $10.00          $10.19          $10.00               $9.83
Income (loss) from investment operations:
Net investment income....................         .47             .20             .42             .17                 .41
Net realized and unrealized gain (loss)
  on investments.........................       (1.34)            .19           (1.34)            .19                (.98)
  Total from investment operations.......        (.87)            .39            (.92)            .36                (.57)
Less distributions to shareholders from:
Net investment income....................        (.47)           (.20)           (.42)           (.17)               (.41)
Net asset value, end of period...........       $8.85          $10.19           $8.85          $10.19               $8.85
TOTAL RETURN+............................       (8.6%)           3.9%           (9.1%)           3.7%               (5.8%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)...............................      $1,606          $1,306          $3,817          $2,235                $344
Ratios to average net assets:
  Expenses (a)...........................        .53%            .25%++         1.12%            .75%++              .28%++
  Net investment income (a)..............       5.11%           4.64%++         4.54%           4.25%++             5.54%++
Portfolio turnover rate..................         59%              0%             59%              0%                 59%
</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 (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                                                               CLASS Y
                                                    CLASS A SHARES                  CLASS B SHARES              SHARES
                                                             JULY 2, 1993                    JULY 2, 1993    FEBRUARY 28,
                                              YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       1994 THROUGH
                                             DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                 1994            1993            1994            1993            1994
<S>                                          <C>             <C>             <C>             <C>             <C>
Expenses..................................       5.14%           7.75%           5.73%           8.25%           4.89%
Net investment income (loss)..............        .50%          (2.86%)          (.07%)         (3.25%)           .93%
</TABLE>
 
                                       10
 
<PAGE>
EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND -- CLASS A SHARES*
<TABLE>
<CAPTION>
                                                                                                YEAR ENDED           JUNE 17,
                                                                                                APRIL 30,         1992** THROUGH
                                                                                             1995       1994      APRIL 30, 1993
<S>                                                                                         <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of period.....................................................    $10.08     $10.36         $10.00
Income from investment operations:
Net investment income....................................................................       .65        .68            .61
Net realized and unrealized gain (loss) on investments...................................       .08       (.26)           .39
  Total from investment operations.......................................................       .73        .42           1.00
Less distributions to shareholders from:
Net investment income....................................................................      (.65)      (.68)          (.61)
Net realized gains.......................................................................        --       (.02)          (.03)
  Total distributions....................................................................      (.65)      (.70)          (.64)
Net asset value, end of period...........................................................    $10.16     $10.08         $10.36
TOTAL RETURN+............................................................................      7.6%       3.3%          11.9%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)................................................   $65,043    $72,683        $33,541
Ratios to average net assets:
  Expenses (a)...........................................................................      .60%       .14%            .00++
  Net investment income (a)..............................................................     6.52%      6.16%          5.92%++
Portfolio turnover rate..................................................................       28%        31%            50%
</TABLE>
 
*  The information in the table above reflects the operating history of ABT
   Florida High Income Municipal Fund, the predecessor to EVERGREEN FLORIDA HIGH
   INCOME MUNICIPAL BOND FUND, for the periods indicated.
**  Commencement of operations.
+  Total return is calculated on net asset value and is not annualized. Initial
   sales load 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      JUNE 17, 1992
                                                                       APRIL 30,          THROUGH
                                                                     1995     1994     APRIL 30, 1993
<S>                                                                  <C>      <C>      <C>
Expenses..........................................................   1.26%    1.12%         1.12%
Net investment income.............................................   5.86%    5.18%         4.80%
</TABLE>
 
                                       11
12

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Florida Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund

         The Funds seek current  income exempt from federal  regular  income tax
and, where  applicable,  state income taxes,  consistent  with  preservation  of
capital.  In addition,  the  Evergreen  Florida  Municipal  Bond Fund intends to
qualify as an investment  exempt from the Florida state intangibles tax. Florida
does not currently tax personal income.

         Each Fund's investment  objective cannot be changed without shareholder
approval.  While there is no assurance that each objective will be achieved, the
Funds will  endeavor to do so by  following  the  investment  policies  detailed
below.  Unless  otherwise  indicated,  the investment  policies of a Fund may be
changed by the Trust's  Board of Trustees  ("Trustees")  without the approval of
shareholders.  Shareholders will be notified before any material change in these
policies becomes effective.

         As a matter of fundamental  investment policy, which may not be changed
without shareholder approval,  each Fund will normally invest its assets so that
at least 80% of its annual interest income is, or at least 80% of its net assets
are invested in obligations  which provide  interest income which is exempt from
federal  regular  income taxes.  The interest  retains its tax-free  status when
distributed to the Fund's shareholders.  In addition,  at least 65% of the value
of each  Fund's  total  assets  will  be  invested  in  municipal  bonds  of the
particular  state  after  which the Fund is named.  To qualify as an  investment
exempt from the Florida state  intangibles tax, the Evergreen  Florida Municipal
Bond Fund's  portfolio  must  consist  entirely of  investments  exempt from the
Florida state intangibles tax on the last business day of the calendar year.

         Each Fund  seeks to  achieve  its  investment  objective  by  investing
principally in municipal bonds,  including industrial  development bonds, of its
designated state. In addition,  the Funds may invest in obligations issued by or
on behalf of any state, territory, or possession of the United States, including
the  District of  Columbia,  or their  political  subdivisions  or agencies  and
instrumentalities,  the interest from which is exempt from federal (regular,  if
applicable)  income tax. It is likely that  shareholders  who are subject to the
alternative  minimum tax will be required to include  interest from a portion of
the municipal  securities owned by a Fund in calculating the federal  individual
alternative minimum tax or the federal alternative minimum tax for corporations.

         Municipal  bonds  are debt  obligations  issued  by the  state or local
entities to support a government's  general financial needs or special projects,
such as housing  projects or sewer works.  Municipal  bonds  include  industrial
development  bonds  issued  by or on behalf of  public  authorities  to  provide
financing aid to acquire sites or construct or equip facilities for privately or
publicly owned corporations.

         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 and credit and taxing power for the payment of
principal  and  interest.  Revenue  bonds  are paid off  only  with the  revenue
generated  by the  project  financed by the bond or other  specified  sources of
revenue.  For example, in the case of a bridge project,  proceeds from the tolls
would go directly to retiring the bond issue.  Thus,  unlike general  obligation
bonds,  revenue  bonds do not represent a pledge of credit or create any debt of
or charge against the general revenues of a municipality or public authority.

         The  municipal  bonds in which the Funds will invest are subject to one
or more of the  following  quality  standards:  rated Baa or  better by  Moody's
Investors  Service,  Inc.  ("Moody's")  or BBB or  better by  Standard  & Poor's
Ratings Group ("S&P") or, if unrated,  are  determined by the Fund's  investment
adviser to be of comparable quality to such ratings; insured by a municipal bond
insurance  company which is rated Aa by Moody's or AA by S&P;  guaranteed at the
time of  purchase by the U.S.  government  as to the  payment of  principal  and
interest;  or fully  collateralized by an escrow of U.S. government  securities.
Bonds  rated  BBB by S&P or Baa by  Moody's  have  speculative  characteristics.
Changes in economic conditions or other circumstances are more likely to lead to
weakened  capacity to make  principal  and interest  payments  than higher rated
bonds.  However, like the higher rated bonds, these securities are considered to
be investment grade. If any security owned by a Fund 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. If ratings made
by  Moody's or S&P change  because  of changes in those  organizations  or their
ratings  systems,  the Funds will try to use comparable  ratings as standards in
accordance with the Funds'  investment  objectives.  A description of the rating
categories   is  contained  in  an  Appendix  to  the  Statement  of  Additional
Information.

         The Funds may also invest in:

                  participation  interests  in  any of  the  above  obligations.
         (Participation  interests may be purchased from financial  institutions
         such as commercial  banks,  savings and loan associations and insurance
         companies,  and  give  a  Fund  an  undivided  interest  in  particular
         municipal securities);

                  variable rate municipal securities.  (Variable rate securities
         offer interest  rates which are tied to a money market rate,  usually a
         published  interest  rate or  interest  rate index or the  91-day  U.S.
         Treasury bill rate. Many of these  securities are subject to prepayment
         of principal on demand by the Fund, usually in seven days or less); and

                  municipal  leases  issued by state and  local  governments  or
         authorities to finance the acquisition of equipment and facilities. The
         Fund may purchase  municipal  securities  in the form of  participation
         interests which  represent  undivided  proportional  interests in lease
         payments by a governmental or non-profit entity. The lease payments and
         other rights under the lease provide for and secure the payments on the
         certificates.  Lease obligations may be limited by municipal charter or
         the nature of the  appropriation  for the lease.  In particular,  lease
         obligations  may be subject to  periodic  appropriation.  If the entity
         does not appropriate funds for future lease payments, the entity cannot
         be compelled to make such  payments.  Furthermore,  a lease may provide
         that the certificate  trustee cannot  accelerate lease obligations upon
         default.  The trustee would only be able to enforce  lease  payments as
         they become due. In the event of a default or failure of appropriation,
         it is unlikely  that the trustee  would be able to obtain an acceptable
         substitute  source of payment or that the substitute  source of payment
         would generate tax-exempt income.

         During periods when, in the Adviser's  opinion,  a temporary  defensive
position  in the  market  is  appropriate,  a Fund  may  temporarily  invest  in
short-term  tax-exempt  or  taxable  investments.  These  temporary  investments
include:  notes  issued by or on  behalf  of  municipal  or  corporate  issuers;
obligations  issued or  guaranteed  by the U.S.  government,  its  agencies,  or
instrumentalities; other debt securities; commercial paper; bank certificates of
deposit; shares of other investment companies; and repurchase agreements.  There
are no rating requirements  applicable to temporary  investments.  However,  the
Adviser  will  limit  temporary  investments  to  those  it  considers  to be of
comparable quality to the Fund's primary investments.

Although the Funds are permitted to make taxable,  temporary investments,  there
is no current  intention of generating  income subject to federal regular income
tax, where  applicable.  However,  certain  temporary  investments will generate
income which is subject to state taxes.  The Fund may employ certain  additional
investment   strategies  which  are  discussed  in  "Investment   Practices  and
Restrictions", below.

Evergreen Florida High Income Municipal Bond Fund

         Evergreen  Florida High Income  Municipal  Bond Fund seeks to provide a
high level of current income which is exempt from federal income taxes. The term
"high-level"  indicates  that the Fund  seeks to  achieve  an income  level that
exceeds that which an investor would expect from an investment  grade  portfolio
with similar maturity  characteristics.  Evergreen Florida High Income Municipal
Bond Fund invests primarily in high yield, medium and lower rated (Baa through C
by  Moody's  and BBB  through D by S&P) and  unrated  municipal  securities.  To
varying degrees, medium and lower rated municipal securities, as well as unrated
municipal securities, are considered to have speculative characteristics and are
subject to greater market  fluctuations and risk of loss of income and principal
than higher rated securities. To the extent that an investor realizes a yield in
excess of that which could be expected  from a fund which  invests  primarily in
investment grade  securities,  the investor should expect to bear increased risk
due to the fact that the risk of principal and/or interest not being repaid with
respect to the high yield securities  described above is  significantly  greater
than that which  exists in  connection  with  investment  grade  securities.  In
assessing  the risk  involved in  purchasing  medium and lower rated and unrated
securities,  the  Fund's  investment  adviser  will  use  nationally  recognized
statistical  rating  organizations  such as Moody's and S&P,  and will also rely
heavily on credit analysis it develops internally.  Under normal  circumstances,
the Fund's dollar-weighted  average maturity generally will be 15 years or more.
However,  the Fund may invest in securities  of any maturity,  and if the Fund's
investment determines that market conditions warrant a shorter average maturity,
the  Fund's  investments  will  be  adjusted  accordingly..  In  pursuit  of its
investment  objective,  Evergreen  Florida High Income Municipal Bond Fund will,
under  normal  market  conditions,  invest at least 65% in such medium and lower
rated municipal securities or unrated municipal securities of comparable quality
to such rated municipal bonds. Investors should note that such a policy is not a
fundamental  policy of the Fund and  shareholder  approval is not  necessary  to
change such policy.  There is no assurance  that  Evergreen  Florida High Income
Municipal Bond Fund can achieve its investment objective.

         The Fund will not invest in municipal  securities which are in default,
i.e.,  securities  rated D by S&P.  Investments  may  also be made by  Evergreen
Florida High Income  Municipal Bond Fund in higher quality  municipal bonds and,
for temporary defensive purposes, the Fund may invest less than 65% of its total
assets in the medium and lower quality municipal securities described above. The
Fund may assume a defensive  position if, for  example,  yield  spreads  between
lower  grade and  investment  grade  municipal  bonds are  narrow and the yields
available on lower  quality  municipal  securities  do not justify the increased
risk associated with an investment in such securities or when there is a lack of
medium and lower  quality  issues in which to  invest.  Evergreen  Florida  High
Income Municipal Bond Fund may also invest primarily in higher quality Municipal
Obligations  until its net assets  reach a level  that would  permit the Fund to
begin  investing in medium and lower rated  municipal bonds and at the same time
maintain adequate  diversification  and liquidity.  Investing in this manner may
result in yields lower than those normally  associated  with a fund that invests
primarily in medium and lower quality municipal securities.

         During the most recent fiscal year completed by Evergreen  Florida High
Income Municipal Bond Fund's predecessor, ended April 30, 1995, its holdings had
the following average credit quality characteristics:

                                                                     Percent of
         Rating                                                      Net Assets

         Aaa or AAA                                                       3.4%
         Aa or AA                                                          ---
         A                                                                 6.0
         Baa or BBB                                                       22.1
         Ba or BB                                                          1.5
         Ba or BB                                                          7.9
         Non-rated                                                        56.6
                                                                         -----

              Total                                                      97.5%

         The Fund may purchase industrial development bonds only if the interest
on such bonds is, in the opinion of bond  counsel,  exempt from  federal  income
taxes. 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. Also, see
the Statement of Additional  Information  for further  information  in regard to
ratings.

INVESTMENT PRACTICES AND RESTRICTIONS

Risk Factors.  Bond yields are  dependent on several  factors  including  market
conditions,  the size of an offering,  the maturity of the bond,  ratings of the
bond and the ability of issuers to meet their obligations.  There is no limit on
the maturity of the bonds  purchased  by the Funds.  Because the prices of bonds
fluctuate  inversely in relation to the direction of interest rates,  the prices
of longer term bonds  fluctuate more widely in response to market  interest rate
changes. A Fund's concentration in securities issued by its designated state and
that state's political subdivisions provides a greater level of risk than a fund
which is diversified across numerous states and municipal entities.  An expanded
discussion of the risks  associated with the purchase of the designated  state's
municipal  bonds  is  contained  in  the  respective  Statements  of  Additional
Information.  Although  the Funds,  other than  Evergreen  Florida  High  Income
Municipal Bond Fund will not purchase  securities  rated below BBB by S&P or Baa
by  Moody's  (i.e.,  junk  bonds),  the Funds are not  required  to  dispose  of
securities  that have  been  downgraded  subsequent  to their  purchase.  If the
municipal  obligations held by a Fund (because of adverse economic conditions in
a particular  state,  for example) are downgraded,  the Fund's  concentration in
securities of that state may cause the Fund to be subject to the risks  inherent
in holding  material  amounts of low-rated debt securities in its portfolio.  As
stated  above,  Evergreen  Florida  High  Income  Municipal  Bond  Fund  invests
primarily  in high yield,  medium and lower rated (Baa  through C by Moody's and
BBB through D by S&P) and unrated  securities.  Additional risk factors relating
to the investment by Evergreen  Florida High Income  Municipal Bond Fund in high
yield,  medium and lower  rated (Baa  through C by Moody's  and BBB through D by
S&P) and unrated securities are discussed below.

Portfolio  Turnover.  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 the transaction  costs relating to
the purchase and sale of securities which a Fund bears directly.  A high rate of
portfolio  turnover will  increase  such costs.  See the Statement of Additional
Information  for  further  information  regarding  the  practices  of the  Funds
affecting portfolio turnover.

Non-Diversification.  Each of Evergreen Florida  Municipal Bond Fund,  Evergreen
Georgia  Municipal  Bond Fund,  Evergreen  North  Carolina  Municipal Bond Fund,
Evergreen South Carolina  Municipal Bond Fund and Evergreen  Virginia  Municipal
Bond Fund is a non-diversified  portfolio of an investment  company and as such,
there is no limit on the  percentage  of  assets  which can be  invested  in any
single issuer. An investment in a Fund, therefore, will entail greater risk than
would exist in a diversified investment company because the higher percentage of
investments  among fewer issuers may result in greater  fluctuation in the total
market value of the Fund's  portfolio.  Each of the Funds intends to comply with
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") which
requires that at the end of each quarter of each taxable year, with regard to at
least 50% of the Fund's total assets, no more than 5% of the total assets may be
invested  in the  securities  of a single  issuer  and that with  respect to the
remainder of the Fund's total  assets,  no more than 25% of its total assets are
invested in the securities of a single issuer.

Repurchase Agreements. The Funds may invest in repurchase agreements. Repurchase
agreements  are  agreements by which a Fund  purchases a security  (usually U.S.
government  securities) for cash and obtains a simultaneous  commitment from the
seller  (usually a bank or  broker/dealer)  to  repurchase  the  security  at an
agreed-upon  price and specified  future date. The repurchase  price reflects an
agreed-upon interest rate for the time period of the agreement.  The Funds' risk
is the  inability  of the seller to pay the  agreed-upon  price on the  delivery
date.  However,  this risk is  tempered  by the ability of the Funds to sell the
security in the open market in the case of a default.  In such a case, the Funds
may incur costs in disposing of the security which would increase Fund expenses.
The Adviser will monitor the  creditworthiness of the firms with which the Funds
enter into repurchase agreements.

When-Issued And Delayed Delivery Transactions. The Funds may purchase securities
on a when-issued or delayed delivery basis.  These transactions are arrangements
in which the Funds purchase securities with payment and delivery scheduled for a
future time. The seller's  failure to complete these  transactions may cause the
Funds 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,  the  Funds  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 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.

Lending Of Portfolio  Securities.  In order to generate  additional  income, the
Funds may lend their portfolio  securities on a short-term or long-term basis to
broker/dealers, banks, or other institutional borrowers of securities. The Funds
will only enter into loan  arrangements  with  creditworthy  borrowers  and will
receive collateral in the form of cash or U.S. government securities equal to at
least 100% of the value of the  securities  loaned.  As a matter of  fundamental
investment  policy which cannot be changed  without  shareholder  approval,  the
Funds  will not  lend any of their  assets  except  portfolio  securities  up to
one-third  of the  value of their  total  assets.  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.

Investing In Securities Of Other Investment  Companies.  Each Fund may invest in
the securities of other investment  companies.  This is a short-term  measure to
invest cash which has not yet been invested in other  portfolio  instruments and
is subject to the  following  limitations:  (1) no Fund will own more than 3% of
the total outstanding  voting stock of any one investment  company,  (2) no Fund
may invest more than 5% of its total  assets in any one  investment  company and
(3) no Fund may invest more than 10% of its total assets in investment companies
in  general.  The  Adviser  will  waive its  investment  advisory  fee on assets
invested in securities of other open end investment companies.

Borrowing.  As a matter of fundamental policy,  which may not be changed without
shareholder  approval,  the Funds may not  borrow  money  except as a  temporary
measure to facilitate  redemption  requests  which might  otherwise  require the
untimely disposition of portfolio investments and for extraordinary or emergency
purposes, provided that the aggregate amount of such borrowings shall not exceed
one-third of the value of the total net assets at the time of such borrowing.

Illiquid  Securities.  The  Funds may  invest  up to 15% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable.
Repurchase  agreements with  maturities  longer than seven days will be included
for the  purpose of the  foregoing  15% limit.  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 Adviser 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 a 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 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.

Unseasoned Issuers. The Funds will not invest more than 5% of the value of their
total assets in securities of issuers (or guarantors,  where  applicable)  which
have records of less than three years of  continuous  operations,  including the
operation of any predecessor.

Risk  Factors  Associated  with  Medium and Lower  Rated and  Unrated  Municipal
Obligations.  Evergreen  Florida High Income  Municipal Bond Fund will invest in
medium and lower  rated or  unrated  municipal  securities.  The market for high
yield,  high  risk  debt  securities  rated  in  the  medium  and  lower  rating
categories,  or  which  are  unrated,  is  relatively  new  and its  growth  has
paralleled  a long  economic  expansion.  Past  experience  may not,  therefore,
provide  an  accurate   indication  of  future   performance   of  this  market,
particularly  during  periods of economic  recession.  An  economic  downturn or
increase in interest rates is likely to have a greater  negative  effect on this
market,  the value of high yield debt  securities in the Fund's  portfolio,  the
Fund's net asset value and the ability of the bonds' issuers to repay  principal
and interest,  meet projected  business goals and obtain  additional  financing,
than would be the case if  investments  by the Fund were limited to higher rated
securities.  These  circumstances  also  may  result  in a higher  incidence  of
defaults.  Yields on medium or lower-rated municipal bonds may not fully reflect
the  higher  risks of such  bonds.  Therefore,  the risk of a decline  in market
value, should interest rates increase or credit quality concerns develop, may be
higher  than  has  historically  been  experienced  with  such  investments.  An
investment  in  Evergreen  Florida  High  Income  Municipal  Bond  Fund  may  be
considered  more  speculative  than  investment  in shares of another fund which
invests primarily in higher rated debt securities.

         Prices of high yield debt  securities  may be more sensitive to adverse
economic changes or corporate  developments than higher rated investments.  Debt
securities with longer maturities, which may have higher yields, may increase or
decrease in value more than debt  securities  with  shorter  maturities.  Market
prices of high yield debt  securities  structured as zero coupon or  pay-in-kind
securities  are affected to a greater extent by interest rate changes and may be
more volatile than securities which pay interest periodically and in cash. Where
Evergreen  Florida High Income  Municipal Bond Fund deems it appropriate  and in
the best interests of its shareholders, it may incur additional expenses to seek
recovery  on a debt  security  on which the issuer has  defaulted  and to pursue
litigation  to protect  the  interests  of  security  holders  of its  portfolio
entities.

         Because the market for medium or lower rated  securities may be thinner
and less active than the market for higher rated securities, there may be market
price  volatility  for these  securities  and  limited  liquidity  in the resale
market.  Unrated  securities  are usually not as attractive to as many buyers as
are  rated  securities,   a  factor  which  may  make  unrated  securities  less
marketable.  These factors may have the effect of limiting the  availability  of
the securities for purchase by Evergreen Florida High Income Municipal Bond Fund
and may also limit the ability of the Fund to sell such securities at their fair
value  either to meet  redemption  requests  or in  response  to  changes in the
economy or the financial  markets.  Adverse publicity and investor  perceptions,
whether  or not based on  fundamental  analysis,  may  decrease  the  values and
liquidity  of medium or lower  rated  debt  securities,  especially  in a thinly
traded market. To the extent the Fund owns or may acquire illiquid or restricted
high  yield  securities,  these  securities  may  involve  special  registration
responsibilities,   liabilities   and  costs,   and   liquidity   and  valuation
difficulties.  Changes  in  values of debt  securities  which the Fund owns will
affect the  Fund's  net asset  value per  share.  If market  quotations  are not
readily  available  for the  Fund's  lower  rated or unrated  securities,  these
securities  will be valued by a method  that the  Trustees  believes  accurately
reflects  fair value.  Valuation  becomes more  difficult  and judgment  plays a
greater  role in  valuing  high  yield  debt  securities  than with  respect  to
securities  for  which  more  external  sources  of  quotations  and  last  sale
information are available.

         Special tax  considerations are associated with investing in high yield
debt  securities  structured as zero coupon or  pay-in-kind  securities.  A Fund
investing in such  securities  accrues income on these  securities  prior to the
receipt of cash payments. Evergreen Florida High Income Municipal Bond Fund must
distribute  substantially  all of its income to shareholders to qualify for pass
through  treatment  under the tax laws and may,  therefore,  have to  dispose of
portfolio securities to satisfy distribution requirements.

         While credit ratings are only one factor Evergreen  Florida High Income
Municipal Bond Fund's investment adviser relies on in evaluating high yield debt
securities,  certain  risks are  associated  with using credit  ratings.  Credit
ratings evaluate the safety of principal and interest payments, not market value
risk.  Credit  rating  agencies  may fail to change in timely  manner the credit
ratings to reflect  subsequent  events;  however,  the Fund's investment adviser
continuously  monitors the issuers of high yield debt  securities  in the Fund's
portfolio in an attempt to determine  if the issuers will have  sufficient  cash
flow and profits to meet required principal and interest  payments.  Achievement
of Evergreen Florida High Income Municipal Bond Fund's investment  objective may
be more dependent  upon the Fund's  investment  adviser and the credit  analysis
capability of the Fund's investment adviser, than is the case for higher quality
debt securities.  Credit ratings for individual  securities may change from time
to time and  Evergreen  Florida  High  Income  Municipal  Bond Fund may retain a
portfolio  security  whose  rating  has  been  changed.  See  the  Statement  of
Additional Information for a description of bond and note ratings.

Transactions in Options and Futures. The Funds may engage in options and futures
transactions.  Options and futures transactions are intended to enable a Fund to
manage market or interest rate risk, and the Funds do not use these transactions
for speculation or leverage.  The Funds 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 also may write straddles (combinations of covered
puts and  calls on the same  underlying  security).  The  Funds  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.

         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 specified 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  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 or index-based futures contracts in order to hedge against changes in
interest  rates or  securities  prices.  A futures  contract on securities is an
agreement to buy or sell securities  during a designated month at whatever price
exists at that time. A futures  contract 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 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  declines and to fall when the
value of such securities  increases.  Thus, the Funds sell futures  contracts in
order to offset a  possible  decline  in the  profit on their  securities.  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 increases and to fall when the
value of such securities 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 it 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 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 contracts and options on financial
futures  contracts  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 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
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  investments.  In these  events,  the
Funds may lose  money on the  financial  futures  contracts  or the  options  on
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 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.

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

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

INVESTMENT ADVISER

         The  management of each Fund is supervised by the Trustees of the Trust
under which the Fund has been established  ("Trustees").  The Capital Management
Group  of  First  Union  National  Bank of  North  Carolina  ("CMG")  serves  as
investment  adviser to Evergreen Florida Municipal Bond Fund,  Evergreen Georgia
Municipal Bond Fund,  Evergreen  North Carolina  Municipal Bond Fund,  Evergreen
South Carolina  Municipal Bond Fund,  Evergreen Virginia Municipal Bond Fund and
Evergreen  Florida High Income Municipal Bond Fund. First Union National Bank of
North  Carolina  ("FUNB") is a  subsidiary  of First Union  Corporation  ("First
Union"),  one of the ten largest  bank holding  companies in the United  States.
First  Union  is a  bank  holding  company  headquartered  in  Charlotte,  North
Carolina,  which had $74.2  billion in  consolidated  assets as of September 30,
1994.  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.

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen  Florida  Municipal Bond Fund,  Evergreen Georgia Municipal Bond Fund,
Evergreen North Carolina Municipal Bond Fund, Evergreen South Carolina Municipal
Bond Fund,  Evergreen  Virginia  Municipal Bond Fund and Evergreen  Florida High
Income Municipal Bond 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 other
than  Evergreen  Florida  High  Income  Municipal  Bond  Fund,  from which it is
entitled  to  receive  an  annual  fee equal to .60 of 1% of  average  daily net
assets.  The total annualized  operating expenses of Evergreen Florida Municipal
Bond Fund,  Evergreen  Georgia  Municipal  Bond Fund,  Evergreen  North Carolina
Municipal Bond Fund,  Evergreen South Carolina Municipal Bond Fund and Evergreen
Virginia Municipal Bond Fund and the total annualized  operating expenses of ABT
Florida High Income Municipal Bond Fund,  predecessor to Evergreen  Florida High
Income Municipal Bond Fund, for the most recent fiscal year are set forth in the
section  entitled  "Financial  Highlights".  Evergreen  Asset  Management  Corp.
("Evergreen  Asset"), a subsidiary of FUNB, serves as administrator to each Fund
and is entitled  to receive a fee based 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:  .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  for each Fund and is entitled to receive a fee from
each Fund  calculated  on the  average  daily net assets of each 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:  .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.

         Robert  S.  Drye is a Vice  President  of FUNB , and has been with FUNB
since 1968.  Since 1989, Mr. Drye has served as a portfolio  manager for several
of the series of Evergreen  Investment Trust and for certain common trust funds.
Prior to 1989,  Mr.  Drye  worked as a  marketing  specialist  with First  Union
Brokerage  Services,  Inc.  Mr. Drye has managed the  Evergreen  South  Carolina
Municipal  Bond Fund since its inception in January 1994. In addition,  Mr. Drye
has been the portfolio  manager for the Evergreen  Florida  Municipal  Bond Fund
since its inception in July 1993. Richard K. Marrone is a Vice President of FUNB
 . Mr. Marrone  joined FUNB in May 1993 with eleven years of experience  managing
fixed income assets at Woodbridge Capital  Management,  a subsidiary of Comerica
Bank,  N.A. Mr. Marrone is responsible  for the portfolio  management of several
series of Evergreen Investment Trust and certain common trust funds. Mr. Marrone
has served as portfolio  manager of the Evergreen North Carolina  Municipal Bond
Fund since May 1993, and portfolio  manager of the Evergreen Florida High Income
Municipal  Bond Fund and  Evergreen  Georgia  Municipal  Bond Fund  since  their
inception  in July 1995 and July 1993,  respectively.  Charles E. Jeanne  joined
FUNB,  in  July  1993.   Prior  to  joining  FUNB  ,  Mr.  Jeanne  served  as  a
trader/portfolio  manager for First American Bank where he was  responsible  for
individual  accounts and common trust funds.  Mr.  Jeanne has been the portfolio
manager for the Evergreen  Virginia  Municipal  Bond Fund since its inception in
1993.

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 and Class B 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 shares of Evergreen  Florida High Income  Municipal Fund, and .75 of
1% of the aggregate average daily net assets  attributable to the Class B shares
of Evergreen Florida Municipal Bond Fund, Evergreen Georgia Municipal Bond Fund,
Evergreen North Carolina Municipal Bond Fund, Evergreen South Carolina Municipal
Bond Fund and Evergreen Virginia  Municipal Bond 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 Florida Municipal Bond
Fund,  Evergreen Georgia Municipal Bond Fund, Evergreen North Carolina Municipal
Bond Fund,  Evergreen South Carolina  Municipal Bond Fund and Evergreen Virginia
Municipal Bond Fund have, in addition to the Plans adopted with respect to their
Class B shares, adopted a shareholder service plan ("Service Plans") relating to
the Class B 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 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  Plans,  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  and .75 of 1% of a
Fund's  aggregate  average daily net assets  attributable to the Class B 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  Florida  Municipal Bond Fund,  Evergreen Georgia Municipal Bond Fund,
Evergreen North Carolina Municipal Bond Fund, Evergreen South Carolina Municipal
Bond Fund and Evergreen  Virginia  Municipal Bond 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 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  and  Service  Plans  are in  compliance  with  rules of the
National  Association of Securities  Dealers,  Inc. which  effectively limit the
annual  asset-based sales charges and service fees that a mutual fund may pay on
a class  of  shares  to .75 of 1% and .25 of 1%,  respectively,  of the  average
annual net assets attributable to that class. The rules also limit the aggregate
of all front-end, deferred and asset-based sales charges imposed with respect to
a class of shares by a mutual  fund that also  charges a service fee to 6.25% of
cumulative gross sales of shares of that class,  plus interest at the prime rate
plus 1% per annum.

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

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

HOW TO BUY SHARES

         You can  purchase  shares of any of the Funds  through  broker-dealers,
banks or other financial  intermediaries,  or directly  through EFD. The minimum
initial investment is $1,000,  which may be waived in certain situations.  There
is no minimum for subsequent investments. Investments of $25 or more are allowed
under the systematic  investment program.  Share certificates are not issued for
Class  A and  Class  B  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 and Class B 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 the Funds.

         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
aggregate  average daily net assets  attributable to Class A shares of each Fund
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 they convert to Class A shares) . The higher fees mean
a higher expense ratio,  so Class B shares pay  correspondingly  lower dividends
and may have a lower net asset value than Class A shares.  See the  Statement of
Additional Information for further details.

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

How the Funds Value Their Shares. The net asset value of each 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  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 market
value.

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. The  compensation  received by Dealers and agents may differ depending on
whether they sell Class A or Class B shares. There is no size limit on purchases
of Class A shares.

         In addition to 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 the  Fund's  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 shares) next calculated after the Fund receives your
request in proper  form.  Proceeds  generally  will be sent to you within  seven
days.  However,  for shares  recently  purchased by check,  a Fund will not send
proceeds  until it is  reasonably  satisfied  that the check has been  collected
(which may take up to 15 days). 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
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  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 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  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 shares are  exchanged  for
Class B shares of other Evergreen  mutual funds. If you redeem shares,  the CDSC
applicable  to the  Class B  shares  of the  Evergreen  mutual  fund  originally
purchased  for cash is  applied.  Also,  Class B  shares  will  continue  to age
following  an  exchange  for  purposes  of  conversion  to  Class A  shares  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 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.

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

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

         Income dividends are declared daily and paid monthly.  Distributions of
any net realized  gains of a Fund will be made at least  annually.  Shareholders
will  begin to earn  dividends  on the  first  business  day  after  shares  are
purchased  unless  shares  were not paid for,  in which case  dividends  are not
earned  until the next  business day after  payment is  received.  Each Fund has
qualified  and  intends to  continue  to  qualify  to be treated as a  regulated
investment  company  under the Code.  While so  qualified,  so long as each Fund
distributes  all of its investment  company  taxable income and any net realized
gains to shareholders, it is expected that the Funds will not be required to pay
any Federal  income taxes.  A 4%  nondeductible  excise tax will be imposed on a
Fund if it does not meet certain  distribution  requirements  by the end of each
calendar year. Each Fund anticipates meeting such distribution requirements.

         The Funds will designate and pay exempt-interest dividends derived from
interest  earned on  qualifying  tax-exempt  obligations.  Such  exempt-interest
dividends may be excluded by  shareholders of a Fund from their gross income for
Federal   income  tax   purposes,   however   (1)  all  or  a  portion  of  such
exempt-interest  dividends may be a specific preference item for purposes of the
Federal  individual and corporate  alternative  minimum taxes to the extent that
they are derived  from  certain  types of private  activity  bonds  issued after
August 7, 1986, and (2) all exempt-interest dividends will be a component of the
"adjusted current  earnings" for purposes of the Federal  corporate  alternative
minimum tax.

         Dividends paid from taxable income,  if any, and  distributions  of any
net  realized  short-term  capital  gains  (whether  from tax  exempt or taxable
obligations)  are  taxable  as  ordinary  income  and  long-term   capital  gain
distributions  are taxable as long-term  capital gains,  even though received in
additional  shares of the Fund, and  regardless of the investors  holding period
relating to the shares with respect to which such gains are distributed.  Market
discount  recognized  on taxable  and  tax-exempt  bonds is taxable as  ordinary
income, not as excludable income.  Under current law, the highest Federal income
tax rate  applicable to net long-term  gains realized by individuals is 28%. The
rate applicable to corporations is 35%.

         Since each Fund's gross income is ordinarily  expected to be tax exempt
interest income,  it is not expected that the 70%  dividends-received  deduction
for corporations will be applicable.  Specific  questions should be addressed to
the investor's own tax adviser.

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

Set forth below are brief  descriptions  of the personal income tax status of an
investment in each of the Funds under Florida,  Georgia,  North Carolina,  South
Carolina,  and Virginia tax laws currently in effect.  Income from a Fund is not
necessarily  free from state income  taxes in states  other than its  designated
state.  State laws differ on this issue,  and  shareholders are urged to consult
their own tax advisers  regarding the status of their  accounts  under state and
local laws.

Evergreen  Florida  Municipal  Bond  Fund  and  Evergreen  Florida  High  Income
Municipal  Bond  Fund.  Florida  does not  currently  impose  an  income  tax on
individuals.  Thus, individual  shareholders of the Funds will not be subject to
any Florida state income tax on distributions  received from the Funds. However,
certain  distributions  will be  taxable  to  corporate  shareholders  which are
subject  to  Florida   corporate  income  tax.  Florida   currently  imposes  an
intangibles  tax at the  annual  rate of 0.20% on certain  securities  and other
intangible  assets  owned by  Florida  residents.  Certain  types of tax  exempt
securities  of  Florida  issuers,  U.S.  government  securities  and tax  exempt
securities  issued by certain U.S.  territories  and possessions are exempt from
this  intangibles  tax. Shares of the Funds will also be exempt from the Florida
intangibles tax if the portfolio consists  exclusively of securities exempt from
the  intangibles  tax on the last  business  day of the  calendar  year.  If the
portfolio  consists of any assets  which are not so exempt on the last  business
day of the calendar year,  however,  only the portion of the shares of the Funds
which relate to securities  issued by the United States and its  possessions and
territories  will be exempt from the Florida  intangibles tax, and the remaining
portion of such shares will be fully  subject to the  intangibles  tax,  even if
they partly relate to Florida tax exempt securities.

Evergreen Georgia Municipal Bond Fund. Under existing Georgia law,  shareholders
of the Fund will not be subject to individual or corporate  Georgia income taxes
on distributions from the Fund to the extent that such  distributions  represent
exempt-interest  dividends for federal income tax purposes that are attributable
to (1)  interest-bearing  obligations  issued  by or on  behalf  of the State of
Georgia or its political  subdivisions,  or (2) interest on  obligations  of the
United  States or of any other  issuer whose  obligations  are exempt from state
income taxes under  federal  law.  Distributions,  if any,  derived from capital
gains or other sources generally will be taxable for Georgia income tax purposes
to  shareholders  of the Fund who are  subject to the Georgia  income  tax.  For
purposes of the Georgia  intangibles  tax, Shares of the Fund likely are taxable
(at the rate of 10 cents per $1,000 in value of the Shares  held on January 1 of
each year) to shareholders who are otherwise subject to such tax.

Evergreen North Carolina Municipal Bond Fund. Under existing North Carolina law,
shareholders  of the Fund will not be subject to individual  or corporate  North
Carolina  income  taxes on  distributions  from the Fund to the extent that such
distributions  represent   exempt-interest  dividends  for  federal  income  tax
purposes that are  attributable  to (1) interest on obligations  issued by North
Carolina and political  subdivisions  thereof or (2) interest on  obligations of
the United States or its  territories  or  possessions.  Distributions,  if any,
derived from capital gains or other sources  generally will be taxable for North
Carolina  income tax purposes to shareholders of the Fund who are subject to the
North Carolina income tax.

Evergreen South Carolina Municipal Bond Fund. Under existing South Carolina law,
shareholders  of the Fund will not be subject to individual  or corporate  South
Carolina   income  taxes  on  Fund   distributions   to  the  extent  that  such
distributions  represent   exempt-interest  dividends  for  federal  income  tax
purposes that are  attributable  to (1) interest on  obligations of the State of
South  Carolina,  or  any  of  its  political  subdivisions,   (2)  interest  on
obligations of the United  States,  or (3) interest on obligations of any agency
or  instrumentality  of the United States that is prohibited by federal law from
being taxed by a state or any political  subdivision of a state.  Distributions,
if any,  derived from capital gains or other sources,  generally will be taxable
for South  Carolina  income tax  purposes  to  shareholders  of the Fund who are
subject to South Carolina income tax.

Evergreen   Virginia   Municipal  Bond  Fund.   Under  existing   Virginia  law,
shareholders of the Fund will not be subject to individual or corporate Virginia
income  taxes on  distributions  received  from the Fund to the extent that such
distributions  represent   exempt-interest  dividends  for  federal  income  tax
purposes that are  attributable to interest earned on (1) obligations  issued by
or on  behalf of the  Commonwealth  of  Virginia  or any  political  subdivision
thereof,  or (2)  obligations  issued by a territory or possession of the United
States or any  subdivision  thereof  which federal law exempts from state income
taxes.  Distributions,  if any,  derived  from  capital  gains or other  sources
generally will be taxable for Virginia  income tax purposes to  shareholders  of
the Fund who are subject to Virginia income tax.

         Statements  describing  the tax status of  shareholders'  dividends and
distributions  will be mailed annually by the Funds.  These  statements will set
forth  the  amount  of income  exempt  from  Federal  and if  applicable,  state
taxation,  and the  amount,  if any,  subject  to  Federal  and state  taxation.
Moreover, to the extent necessary,  these statements will indicate the amount of
exempt-interest  dividends which are a specific  preference item for purposes of
the Federal individual and corporate alternative minimum taxes. The exemption of
interest income for Federal income tax purposes does not  necessarily  result in
exemption  under  the  income  or other  tax law of any  state  or local  taxing
authority.  Investors  should consult their own tax advisers about the status of
distributions from the Funds in their states and localities.  Each Fund notifies
shareholders annually as to the interest exempt from Federal taxes earned by the
Fund.

         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.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the  performance  of Evergreen  Florida  Municipal Bond
Fund,  Evergreen Georgia Municipal Bond Fund, Evergreen North Carolina Municipal
Bond Fund,  Evergreen South Carolina  Municipal Bond Fund and Evergreen Virginia
Municipal  Bond  Fund is  contained  in the  annual  report of each Fund for the
fiscal  year ended  December  31,  1994.  A similar  discussion  relating to ABT
Florida High Income  Municipal Bond Fund, the  predecessor of Evergreen  Florida
High Income  Municipal  Bond Fund is contained in the annual report of such Fund
for the fiscal year ended April 30, 1995.

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. Evergreen Florida High Income Municipal Fund is a newly organized,
separate  investment  series  of  Evergreen  Municipal  Trust,  a  Massachusetts
business  trust  organized  in 1988.  Evergreen  Florida  Municipal  Bond  Fund,
Evergreen Georgia Municipal Bond Fund,  Evergreen North Carolina  Municipal Bond
Fund,  Evergreen  South  Carolina  Municipal  Bond Fund and  Evergreen  Virginia
Municipal Bond Fund are each 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 Directors, that affect each series and class in
substantially  the same manner.  Class A, B and Y shares have identical  voting,
dividend,  liquidation  and other rights,  except that each class bears,  to the
extent applicable, its own distribution, 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.

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 the Funds.

Other  Classes of Shares.  Each Fund  currently  offers three classes of shares,
Class A, Class B 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  Evergreen  mutual  funds for
which Evergreen Asset serves as investment adviser as of December 30, 1994, (ii)
certain  institutional  investors and (iii) investment  advisory clients of CMG,
Evergreen Asset or their affiliates. The dividends payable with respect to Class
A and Class B shares  will be less than those  payable  with  respect to Class Y
shares due to the distribution and distribution  related expenses borne by Class
A and Class B shares  and the fact that such  expenses  are not borne by Class Y
shares.

Performance  Information.  A Fund's  performance may be quoted in advertising in
terms  of yield  or  total  return.  Both  types  of  performance  are  based on
Securities  and  Exchange  Commission  ("SEC")  formulas and are not intended to
indicate future performance.

         Yield  is a way of  showing  the  rate of  income  a Fund  earns on its
investments  as a  percentage  of the  Fund's  share  price.  A 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,  a Fund's  yield may not equal its
distribution  rate, the income paid to your account or the income  reported in a
Fund's  financial  statements.  To  calculate  yield,  a 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 a Fund's  share  price at the end of the
30-day period.
This yield does not reflect gains or losses from selling securities.

         A Fund may also quote  tax-equivalent  yields,  which show the  taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields.  A  tax-equivalent  yield is calculated by dividing a Fund's  tax-exempt
yield by the result of one minus a stated Federal tax rate. If only a portion of
a  Fund's  income  was  tax-exempt,   only  that  portion  is  adjusted  in  the
calculation.

         Total returns are based on the overall  dollar or percentage  change in
the value of a  hypothetical  investment  in a Fund. A Fund's total return shows
its overall change in value including  changes in share prices and assumes all a
Fund's distributions are reinvested. A cumulative total return reflects a Fund's
performance  over a stated  period  of time.  An  average  annual  total  return
reflects the hypothetical  annually  compounded  return that would have produced
the same cumulative total return if a Fund's  performance had been constant over
the entire  period.  Because  average  annual  total  returns tend to smooth out
variations in a Fund's return,  you should  recognize that they are not the same
as  actual  year-by-year  results.  To  illustrate  the  components  of  overall
performance, a Fund may separate its cumulative and average annual total returns
into income results and realized and unrealized gain or loss.

         Each Fund may also quote tax-equivalent  yields, which show the taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields.  A  tax-equivalent  yield is calculated by dividing a Fund's  tax-exempt
yield by the result of one minus a stated federal tax rate. If only a portion of
a  Fund's  income  was  tax-exempt,   only  that  portion  is  adjusted  in  the
calculation.

         Comparative  performance information may also be used from time to time
in  advertising  or  marketing  a Fund's  shares,  including  data  from  Lipper
Analytical Services, Inc., Morningstar and other industry publications. 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 Declaration of Trust under which each
Fund operates provide that no Trustee or shareholder  will be personally  liable
for the  obligations  of the Trust and that every  written  contract made by the
Trust  contain a provision to that effect.  If any Trustee or  shareholder  were
required to pay any  liability  of the Trust,  that person  would be entitled to
reimbursement from the general assets of the Trust.

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


<PAGE>


                    APPENDIX A -- FLORIDA RISK CONSIDERATIONS

         The  following  is a summary of economic  factors  which may affect the
ability  of the  municipal  issuers  of  Florida  Obligations  to repay  general
obligation and revenue bonds.  Such information is derived from sources that are
generally  available to  investors  and is believed by the Funds to be accurate,
but has not been independently  verified and may not be complete.  Under current
law,  the State of Florida is required  to maintain a balanced  budget such that
current  expenses are met from  current  revenues.  Florida  does not  currently
impose a tax on  personal  income  but does  impose  taxes on  corporate  income
derived from  activities  within the state.  In addition,  Florida imposes an ad
valorem  tax as well as sales  and use  taxes.  These  taxes  are the  principal
sources of funds to meet state  expenses,  including  repayment of, and interest
on, obligations backed solely by the full faith and credit of the state, without
recourse to any specific project or related revenue source.

         On November 3, 1992,  Florida voters approved an amendment to the state
constitution  which  limits  the  annual  growth in the  assessed  valuation  of
residential  property  and  which,  over  time,  could  constrain  the growth in
property  taxes,  a major revenue  source for local  governments.  The amendment
restricts  annual  increases  in assessed  valuation  to the lesser of 3% or the
Consumer  Price Index.  The  amendment  applies only to  residential  properties
eligible  for the  homestead  exemption  and does not  affect the  valuation  of
rental,  commercial,  or industrial properties.  When sold, residential property
would be reassessed at market value. The amendment  became effective  January 1,
1993. While no immediate ratings implications are expected,  the amendment could
have a negative impact on the financial  performance of local  governments  over
time and lead to  ratings  revisions  which  may have a  negative  impact on the
prices of affected bonds.

         Many of the bonds in which  the Funds  invest  were  issued by  various
units of local  government in the State of Florida.  In addition,  most of these
bonds  are  revenue  bonds  where  the  security  interest  of the bond  holders
typically  is limited to the pledge of revenues or special  assessments  flowing
from the project financed by the bonds.  Projects  include,  but are not limited
to,  water and waste water  utilities,  drainage  systems,  roadways,  and other
development-related infrastructures. Therefore, the capacity of these issuers to
repay their obligations may be affected by variations in the Florida economy.

         Since 1970,  Florida has been one of the fastest  growing states in the
nation.  Average  annual  population  growth over the last 20 years was 320,000.
During this  period only  California  and Texas grew more  rapidly.  In terms of
total  population,  Florida moved from the ninth most populous  state in 1970 to
fourth today.

         This rapid and sustained  pace of  population  growth has given rise to
sharp  increases in  construction  activity and to the need for roads,  drainage
systems,  and  utilities to serve the  burgeoning  population.  In turn this has
driven the growth in the volume of revenue bond debt outstanding.

         The pace of  growth,  however,  has not been  steady.  During  economic
expansions,  Florida's  population  growth has exceeded 500,000 people per year,
but in  recessions  growth has slowed to 120,000  per year.  The  variations  in
construction  activity  over the course of  business  cycles is also very large.
Although  the  amplitude  of the swings  during  business  cycles is large,  the
duration  of  downturns  in  Florida's  growth  has  been  short.  Historically,
depressed levels of growth have lasted only a year or two at most.  Furthermore,
Florida's cycles have not been periods of growth or decline.  Instead,  what has
occurred are periods of more growth or less growth.

        Florida's ability to meet increasing  expenses will be dependent in part
upon the state's ability to foster business and economic growth. During the past
decade,  Florida has experienced  significant  increases in the technology-based
and  other  light  industries  and  in  the  service  sector.  This  growth  has
diversified the state's overall economy,  which at one time was dominated by the
citrus and tourism industries. The state's economic and business growth could be
restricted,  however, by the natural limitations of environmental  resources and
the state's  ability to finance  adequate  public  facilities  such as roads and
schools.


 

<PAGE>
  INVESTMENT ADVISER
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
  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 Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN FLORIDA MUNICIPAL BOND FUND, EVERGREEN GEORGIA MUNICIPAL BOND
      FUND, EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND, EVERGREEN SOUTH
      CAROLINA MUNICIPAL BOND FUND, EVERGREEN VIRGINIA MUNICIPAL BOND FUND
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536118





<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) STATE SPECIFIC TAX FREE FUNDS   (Evergreen logo appears here)
  EVERGREEN FLORIDA MUNICIPAL BOND FUND
  EVERGREEN GEORGIA MUNICIPAL BOND FUND
  EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND
  EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND
  EVERGREEN VIRGINIA MUNICIPAL BOND FUND
  EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND
  CLASS Y SHARES
           The Evergreen State Specific Tax-Free Funds (the "Funds") are 
  designed to provide investors with current income from Federal income tax and
  certain state income tax. This Prospectus provides information regarding
  the Class Y shares offered by the Funds. Each Fund is, or is a series of,
  an open-end, non-diversified, management investment company except for
  EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND which is diversified.
  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.
  EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND WILL INVEST AT LEAST 65%
  OF THE VALUE OF ITS TOTAL ASSETS IN MUNICIPAL SECURITIES CONSISTING OF HIGH
  YIELD (I.E., HIGH RISK), MEDIUM, LOWER RATED AND UNRATED BONDS. SUCH
  SECURITIES ARE COMMONLY CALLED JUNK BONDS AND ARE SUBJECT TO GREATER MARKET
  FLUCTUATIONS AND RISK OF LOSS OF INCOME AND PRINCIPAL THAN HIGHER RATED
  SECURITIES, LOWER QUALITY SECURITIES INVOLVE A GREATER RISK OF DEFAULT AND,
  CONSEQUENTLY, SHARES OF THE EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND
  FUND ARE SPECULATIVE SECURITIES.
                   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 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
APPENDIX
         Florida Risk Considerations
</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 Capital Management Group of First Union National Bank ("CMG") serves
as investment adviser to Evergreen State Specific Tax Free Funds which include:
EVERGREEN FLORIDA MUNICIPAL BOND FUND, EVERGREEN GEORGIA MUNICIPAL BOND FUND,
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND, EVERGREEN SOUTH CAROLINA MUNICIPAL
BOND FUND, EVERGREEN VIRGINIA MUNICIPAL BOND FUND AND EVERGREEN FLORIDA HIGH
INCOME MUNICIPAL BOND FUND. First Union National Bank of North Carolina
("FUNB"), is a subsidiary of First Union Corporation, one of the ten largest
bank holding companies in the United States.
       EVERGREEN FLORIDA MUNICIPAL BOND FUND (formerly First Union Florida
Municipal Bond Portfolio, successor to ABT Florida Tax-Free Fund) seeks current
income exempt from federal income tax consistent with preservation of capital.
In addition, the Fund intends to qualify as an investment exempt from the
Florida state intangibles tax.
       EVERGREEN GEORGIA MUNICIPAL BOND FUND (formerly First Union Georgia
Municipal Bond Portfolio) seeks current income exempt from federal income tax
and Georgia state income tax, consistent with preservation of capital.
       EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND (formerly First Union North
Carolina Municipal Bond Portfolio) seeks current income exempt from federal
income tax and North Carolina state income tax, consistent with preservation of
capital. In addition, the Fund intends to qualify as an investment substantially
exempt from the North Carolina intangible personal property tax.
       EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND (formerly First Union South
Carolina Municipal Bond Portfolio) seeks current income exempt from federal
income tax and South Carolina state income tax.
       EVERGREEN VIRGINIA MUNICIPAL BOND FUND (formerly First Union Virginia
Municipal Bond Fund) seeks current income exempt from federal income tax and
Virginia state income tax, consistent with preservation of capital.
       EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND (successor to ABT
Florida High Income Municipal Bond Fund) seeks to provide a high level of
current income exempt from federal income taxes. Under normal circumstances, the
Fund will invest at least 65% of the value of its total assets in municipal
securities consisting of high yield (i.e., high risk), medium, lower rated and
unrated bonds.
       THERE IS NO ASSURANCE 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 FLORIDA MUNICIPAL BOND FUND (A)
<TABLE>
<CAPTION>
                                                                                                       EXAMPLE
                                          ANNUAL OPERATING                                             Class Y
                                              EXPENSES
<S>                                       <C>                <C>                                       <C>
Advisory Fees*                                  .30%
                                                             After 1 Year                               $   5
Administrative Fees                             .06%
                                                             After 3 Years                              $  15
12b-1 Fees                                        --
                                                             After 5 Years                              $  26
Other Expenses                                  .10%
                                                             After 10 Years                             $  58
Total                                           .46%
</TABLE>
 
EVERGREEN GEORGIA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                                       EXAMPLE
                                          ANNUAL OPERATING                                             Class Y
                                              EXPENSES
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                    .50%
                                                             After 1 Year                               $  10
Administrative Fees                              .06%
                                                             After 3 Years                              $  32
12b-1 Fees                                         --
                                                             After 5 Years                              $  55
Other Expenses**                                 .44%
                                                             After 10 Years                             $ 122
Total                                           1.00%
</TABLE>
 
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                                       EXAMPLE
                                          ANNUAL OPERATING                                             Class Y
                                              EXPENSES
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   .50%
                                                             After 1 Year                               $   9
Administrative Fees                             .06%
                                                             After 3 Years                              $  29
12b-1 Fees                                        --
                                                             After 5 Years                              $  51
Other Expenses                                  .36%
                                                             After 10 Years                             $ 113
Total                                           .92%
</TABLE>
 
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                                       EXAMPLE
                                          ANNUAL OPERATING                                             Class Y
                                              EXPENSES
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                    .50%
                                                             After 1 Year                               $  10
Administrative Fees                              .06%
                                                             After 3 Years                              $  32
12b-1 Fees                                         --
                                                             After 5 Years                              $  55
Other Expenses**                                 .44%
                                                             After 10 Years                             $ 122
Total                                           1.00%
</TABLE>
 
                                       3
 
<PAGE>
EVERGREEN VIRGINIA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                                       EXAMPLE
                                          ANNUAL OPERATING                                             Class Y
                                              EXPENSES
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                    .50%
                                                             After 1 Year                               $  10
Administrative Fees                              .06%
                                                             After 3 Years                              $  32
12b-1 Fees                                         --
                                                             After 5 Years                              $  55
Other Expenses**                                 .44%
                                                             After 10 Years                             $ 122
Total                                           1.00%
</TABLE>
 
EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND (B)
<TABLE>
<CAPTION>
                                                                                                       EXAMPLE
                                          ANNUAL OPERATING                                             Class Y
                                              EXPENSES
<S>                                       <C>                <C>                                       <C>
Advisory Fees*                                  .30%
                                                             After 1 Year                                $ 6
Administrative Fees                             .06%
                                                             After 3 Years                               $18
12b-1 Fees                                        --
                                                             After 5 Years                               $32
Other Expenses                                  .21%
                                                             After 10 Years                              $71
Total                                           .57%
</TABLE>
 
(a) Estimated annual operating expenses reflect the combination of First Union
Florida Municipal Bond Fund and ABT Florida Tax-Free Fund.
(b) Estimated annual operating expenses reflect the combination of EVERGREEN
FLORIDA HIGH INCOME MUNICIPAL BOND FUND and ABT Florida High Income Municipal
Bond Fund. The amounts in the tables and examples are based on the experience of
ABT Florida High Income Municipal Bond Fund as restated to reflect current fee
arrangements.
       The estimated annual operating expenses and examples do not reflect fee
waivers and reimbursements for the most recent fiscal year. Actual expenses for
Class Y Shares, net of fee waivers and expense reimbursements for the year ended
December 31, 1994 were as follows:
<TABLE>
<S>                                                                                               <C>
EVERGREEN GEORGIA MUNICIPAL BOND FUND                                                             .31%
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND                                                      .59%
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND                                                      .00%
EVERGREEN VIRGINIA MUNICIPAL BOND FUND                                                            .28%
</TABLE>
 
*  CMG has agreed to limit the Advisory fee charged to EVERGREEN FLORIDA
   MUNICIPAL BOND FUND and EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND to
   .30 of 1% of average net assets for a period of at least one year.
** Reflects agreements by CMG to limit aggregate operating expenses (including
   the Advisory Fees, but excluding interest, taxes, brokerage commissions, Rule
   12b-1 Fees, shareholder servicing fees and extraordinary expenses) of
   EVERGREEN GEORGIA MUNICIPAL BOND FUND, EVERGREEN SOUTH CAROLINA MUNICIPAL
   BOND FUND and EVERGREEN VIRGINIA MUNICIPAL BOND FUND to 1% of average net
   assets for the foreseeable future. Absent such agreements, the estimated
   annual operating expenses for the Funds would be as follows:
<TABLE>
<S>                                                                                              <C>
EVERGREEN GEORGIA MUNICIPAL BOND FUND                                                            1.53%
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND                                                     4.66%
EVERGREEN VIRGINIA MUNICIPAL BOND FUND                                                           2.00%
</TABLE>
 
       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 most recent fiscal period. 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 GEORGIA MUNICIPAL BOND FUND, EVERGREEN NORTH
CAROLINA MUNICIPAL BOND FUND, EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND and
EVERGREEN VIRGINIA MUNICIPAL BOND FUND has been audited by KPMG Peat Marwick
LLP, each Fund's independent auditors, for EVERGREEN FLORIDA MUNICIPAL BOND FUND
and EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND has been audited by Tait,
Weller & Baker, each Fund's independent auditors. A report of KPMG Peat Marwick
LLP or Tait, Weller & Baker, as the case may be on the audited information with
respect to each Fund is incorporated by reference in the Fund's Statement of
Additional Information. The following information for each Fund should be read
in conjunction with the financial statements and related notes which are
incorporated by reference in the Fund's Statement of Additional Information.
       Further information about a Fund's performance is contained in the Fund's
annual report to shareholders, which may be obtained without charge.
EVERGREEN FLORIDA MUNICIPAL BOND FUND -- CLASS A SHARES*
<TABLE>
<CAPTION>
                                                                                                                      MAY 11, 1988**
                                                                       YEAR ENDED APRIL 30,                              THROUGH
                                                   1995        1994        1993        1992       1991       1990     APRIL 30, 1989
<S>                                              <C>         <C>         <C>         <C>         <C>        <C>       <C>
PER SHARE DATA
Net asset value, beginning of period..........     $10.79      $11.27      $10.59      $10.43      $9.97    $10.30        $10.00
Income from investment operations:
Net investment income.........................        .61         .63         .63         .69        .74       .66           .53
Net realized and unrealized gain (loss) on
  investments.................................        .12        (.40)        .76         .25        .49      (.28)          .25
  Total from investment operations............        .73         .23        1.39         .94       1.23       .38           .78
Less distributions to shareholders from:
Net investment income.........................       (.61)       (.63)       (.63)       (.69)      (.77)     (.67)         (.48)
Net realized gains............................       (.02)       (.08)       (.08)       (.05)        --      (.04)           --
Paid-in capital...............................         --          --          --        (.04)        --        --            --
  Total distributions.........................       (.63)       (.71)       (.71)       (.78)      (.77)     (.71)         (.48)
  Net asset value, end of period..............     $10.89      $10.79      $11.27      $10.59     $10.43     $9.97        $10.30
TOTAL RETURN+.................................       2.0%        1.9%       13.6%        9.3%      12.9%      3.7%          9.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).....   $168,542    $199,612    $198,286    $147,996    $75,791    $7,286          $717
Ratios to average net assets:
  Expenses....................................       .61%        .56%        .58%        .41%(a)    .10%(a)   .10%(a)      .30%(a)++
  Net investment income.......................      5.73%       5.37%       5.66%       6.12%(a)   6.55%(a)  6.15%(a)     5.30%(a)++
Portfolio turnover rate.......................        53%         32%         24%         24%        66%       82%            2%
</TABLE>
 
*  The information in the table above reflects the operating history of ABT
   Florida Tax Free Fund, the predecessor to Evergreen Florida Municipal Bond
   Fund, for the periods indicated.
**  Commencement of operations.
+  Total return is calculated on net asset value and is not annualized. Initial
   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>
                                                                                                                  MAY 11, 1988
                                                                                   YEAR ENDED APRIL 30,             THROUGH
                                                                             1992     1991          1990         APRIL 30, 1989
<S>                                                                          <C>      <C>      <C>               <C>
Expenses..................................................................    .68%     .88%         5.14%             20.40%
Net investment income (loss)..............................................   5.85%    5.77%         1.01%            (14.80%)
</TABLE>
 
                                       5
 
<PAGE>
EVERGREEN GEORGIA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                          CLASS A                         CLASS B
                                                           SHARES                          SHARES                  CLASS Y
                                                                  JULY 2,                         JULY 2,          SHARES
                                                                   1993*                           1993*        FEBRUARY 28,
                                                 YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       1994* THROUGH
                                                DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                    1994            1993            1994            1993            1994
<S>                                             <C>             <C>             <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period.........      $10.19          $10.00           $10.19         $10.00            $9.83
Income (loss) from investment operations.....
Net investment income........................         .48             .20              .43            .18              .42
Net realized and unrealized gain (loss) on
  investments................................       (1.45)            .19            (1.45)           .19            (1.09)
  Total from investment operations...........        (.97)            .39            (1.02)           .37             (.67)
Less distributions to shareholders from:
Net investment income........................        (.48)           (.20)            (.43)          (.18)            (.42)
Net asset value, end of period...............       $8.74          $10.19            $8.74         $10.19            $8.74
TOTAL RETURN+................................       (9.6%)           4.0%           (10.2%)          3.7%            (6.9%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....      $1,387            $817           $6,912         $3,692             $284
Ratios to average net assets:
  Expenses (a)...............................        .53%            .25%++          1.13%           .75%++           .31%++
  Net investment income (a)..................       5.26%           4.71%++          4.66%          4.15%++          5.68%++
Portfolio turnover rate......................        147%             15%             147%            15%             147%
</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 (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                       CLASS A                         CLASS B                 CLASS Y
                                                        SHARES                          SHARES                  SHARES
                                                             JULY 6, 1993                    JULY 2, 1993    FEBRUARY 28,
                                              YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       1994 THROUGH
                                             DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                 1994            1993            1994            1993            1994
<S>                                          <C>             <C>             <C>             <C>             <C>
Expense...................................       3.61%           6.82%           4.21%           7.32%           3.39%
Net investment income (loss)..............       2.18%          (1.86%)          1.58%          (2.42%)          2.60%
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                          CLASS A                          CLASS B                  CLASS Y
                                                          SHARES                           SHARES                    SHARES
                                                                JANUARY 11,                      JANUARY 11,      FEBRUARY 28,
                                                YEAR ENDED     1993* THROUGH     YEAR ENDED     1993* THROUGH    1994* THROUGH
                                               DECEMBER 31,    DECEMBER 31,     DECEMBER 31,    DECEMBER 31,      DECEMBER 31,
                                                   1994            1993             1994            1993              1994
<S>                                            <C>             <C>              <C>             <C>              <C>
PER SHARE DATA
Net asset value, beginning of period........       $10.61          $10.00           $10.61          $10.00            $10.31
Income (loss) from investment operations:
Net investment income.......................          .49             .46              .44             .42               .43
Net realized and unrealized (loss) on
  investments...............................        (1.45)            .64            (1.45)            .64             (1.15)
  Total from investment operations..........         (.96)           1.10            (1.01)           1.06              (.72)
Less distributions to shareholders from:
Net investment income.......................         (.49)           (.46)            (.44)           (.42)             (.43)
Net realized gains..........................           --            (.03)              --            (.03)               --
Total distributions.........................         (.49)           (.49)            (.44)           (.45)             (.43)
Net asset value, end of period..............        $9.16          $10.61            $9.16          $10.61             $9.16
TOTAL RETURN+...............................        (9.1%)          11.3%            (9.6%)          10.8%             (7.0%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)...       $7,979         $12,739         $ 44,616         $45,168              $642
Ratios to average net assets:
  Expenses (a)..............................         .79%            .32%++          1.37%            .79%++            .59%++
  Net investment income (a).................        5.11%           4.91%++          4.53%           4.47%++           5.58%++
Portfolio turnover rate.....................         126%             57%             126%             57%              126%
</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 has 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 Y
                                                        SHARES                          SHARES                  SHARES
                                                             JANUARY 11,                     JANUARY 11,     FEBRUARY 28,
                                              YEAR ENDED     1993 THROUGH     YEAR ENDED     1993 THROUGH    1994 THROUGH
                                             DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                 1994            1993            1994            1993            1994
<S>                                          <C>             <C>             <C>             <C>             <C>
Expenses..................................       1.18%           1.25%           1.76%           1.74%            .98%
Net investment income.....................       4.72%           3.98%           4.14%           3.52%           5.19%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN SOUTH CAROLINA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                                                   CLASS A          CLASS B          CLASS Y
                                                                                   SHARES           SHARES           SHARES
                                                                                 JANUARY 3,       JANUARY 3,      FEBRUARY 28,
                                                                                1994* THROUGH    1994* THROUGH    1994* THROUGH
                                                                                DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                                                    1994             1994             1994
<S>                                                                             <C>              <C>              <C>
PER SHARE DATA
Net asset value, beginning of period.........................................       $10.00           $10.00            $9.74
Income (loss) from investment operations:
Net investment income........................................................          .46              .41              .43
Net realized and unrealized (loss) on investments............................        (1.38)           (1.38)           (1.12)
  Total from investment operations...........................................         (.92)            (.97)            (.69)
Less distributions to shareholders from:
Net investment income........................................................         (.46)            (.41)            (.43)
Net asset value, end of period...............................................        $8.62            $8.62            $8.62
TOTAL RETURN+................................................................        (9.3%)           (9.8%)           (7.1%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....................................         $312           $2,456              $92
Ratios to average net assets:
  Expenses (a)...............................................................         .25%++           .87%++           .00%++
  Net investment income (a)..................................................        5.57%++          4.88%++          5.92%++
Portfolio turnover rate......................................................          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 (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                    CLASS A              CLASS B              CLASS Y
                                                                    SHARES               SHARES               SHARES
                                                                JANUARY 3, 1994      JANUARY 3, 1994     FEBRUARY 28, 1994
                                                                    THROUGH              THROUGH              THROUGH
                                                               DECEMBER 31, 1994    DECEMBER 31, 1994    DECEMBER 31, 1994
<S>                                                            <C>                  <C>                  <C>
Expenses....................................................         10.71%               11.33%               10.46%
Net investment income (loss)................................         (4.89%)              (5.58%)              (4.54%)
</TABLE>
 
                                       8
 
<PAGE>
EVERGREEN VIRGINIA MUNICIPAL BOND FUND -- CLASS A, B AND Y SHARES
<TABLE>
<CAPTION>
                                                      CLASS A                         CLASS B
                                                       SHARES                          SHARES
                                                              JULY 2,                         JULY 2,            CLASS Y
                                                               1993*                           1993*              SHARES
                                             YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       FEBRUARY 28, 1994*
                                            DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,         THROUGH
                                                1994            1993            1994            1993        DECEMBER 31, 1994
<S>                                         <C>             <C>             <C>             <C>             <C>
PER SHARE DATA
Net asset value, beginning of period.....      $10.19          $10.00          $10.19          $10.00               $9.83
Income (loss) from investment operations:
Net investment income....................         .47             .20             .42             .17                 .41
Net realized and unrealized gain (loss)
  on investments.........................       (1.34)            .19           (1.34)            .19                (.98)
  Total from investment operations.......        (.87)            .39            (.92)            .36                (.57)
Less distributions to shareholders from:
Net investment income....................        (.47)           (.20)           (.42)           (.17)               (.41)
Net asset value, end of period...........       $8.85          $10.19           $8.85          $10.19               $8.85
TOTAL RETURN+............................       (8.6%)           3.9%           (9.1%)           3.7%               (5.8%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)...............................      $1,606          $1,306          $3,817          $2,235                $344
Ratios to average net assets:
  Expenses (a)...........................        .53%            .25%++         1.12%            .75%++              .28%++
  Net investment income (a)..............       5.11%           4.64%++         4.54%           4.25%++             5.54%++
Portfolio turnover rate..................         59%              0%             59%              0%                 59%
</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 (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                       CLASS A                         CLASS B                 CLASS Y
                                                        SHARES                          SHARES                  SHARES
                                                             JULY 2, 1993                    JULY 2, 1993    FEBRUARY 28,
                                              YEAR ENDED       THROUGH        YEAR ENDED       THROUGH       1994 THROUGH
                                             DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                 1994            1993            1994            1993            1994
<S>                                          <C>             <C>             <C>             <C>             <C>
Expenses..................................       5.14%           7.75%           5.73%           8.25%           4.89%
Net investment income (loss)..............        .50%          (2.86%)          (.07%)         (3.25%)           .93%
</TABLE>
 
                                       9
 
<PAGE>
EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND -- CLASS A SHARES*
<TABLE>
<CAPTION>
                                                                                                                        JUNE 17,
                                                                                                                         1992**
                                                                                                      YEAR ENDED        THROUGH
                                                                                                      APRIL 30,          APRIL
                                                                                                   1995       1994      30, 1993
<S>                                                                                               <C>        <C>        <C>
PER SHARE DATA
Net asset value at beginning of period.........................................................    $10.08     $10.36     $10.00
Income from investment operations:
Net investment income..........................................................................       .65        .68        .61
Net realized and unrealized gain (loss) on investments.........................................       .08       (.26)       .39
  Total from investment operations.............................................................       .73        .42       1.00
Less distributions to shareholders from:
Net investment income..........................................................................      (.65)      (.68)      (.61 )
Net realized gains.............................................................................        --       (.02)      (.03 )
  Total distributions..........................................................................      (.65)      (.70)      (.64 )
Net asset value at end of period...............................................................    $10.16     $10.08     $10.36
TOTAL RETURN+..................................................................................      7.6%       3.3%      11.9%
RATIOS & SUPPLEMENTAL DATA
Net assets at end of period (000's omitted)....................................................   $65,043    $72,683    $33,541
Ratios to average net assets:
  Expenses (a).................................................................................      .60%       .14%        .00 ++
  Net investment income (a)....................................................................     6.52%      6.16%      5.92% ++
Portfolio turnover rate........................................................................       28%        31%        50%
</TABLE>
 
*  The information in the table above reflects the operating history of ABT
   Florida High Income Municipal Bond Fund, the predecessor to Evergreen Florida
   High Income Municipal Bond Fund, for the periods indicated.
**  Commencement of operations.
+  Total return is calculated on net asset value and is not annualized. Initial
   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      JUNE 17, 1992
                                                                                               APRIL 30,          THROUGH
                                                                                             1995     1994     APRIL 30, 1993
<S>                                                                                          <C>      <C>      <C>
Expenses..................................................................................   1.26%    1.12%         1.12%
Net investment income.....................................................................   5.86%    5.18%         4.80%
</TABLE>
 
                                       10
 
<PAGE>
11

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Florida Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund

         The Funds seek current  income exempt from federal  regular  income tax
and, where  applicable,  state income taxes,  consistent  with  preservation  of
capital.  In addition,  the  Evergreen  Florida  Municipal  Bond Fund intends to
qualify as an investment  exempt from the Florida state intangibles tax. Florida
does not currently tax personal income.

         Each Fund's investment  objective cannot be changed without shareholder
approval.  While there is no assurance that each objective will be achieved, the
Funds will  endeavor to do so by  following  the  investment  policies  detailed
below.  Unless  otherwise  indicated,  the investment  policies of a Fund may be
changed by the Trust's  Board of Trustees  ("Trustees")  without the approval of
shareholders.  Shareholders will be notified before any material change in these
policies becomes effective.

         As a matter of fundamental  investment policy, which may not be changed
without shareholder approval,  each Fund will normally invest its assets so that
at least 80% of its annual interest income is, or at least 80% of its net assets
are invested in obligations  which provide  interest income which is exempt from
federal  regular  income taxes.  The interest  retains its tax-free  status when
distributed to the Fund's shareholders.  In addition,  at least 65% of the value
of each  Fund's  total  assets  will  be  invested  in  municipal  bonds  of the
particular  state  after  which the Fund is named.  To qualify as an  investment
exempt from the Florida state  intangibles tax, the Evergreen  Florida Municipal
Bond Fund's  portfolio  must  consist  entirely of  investments  exempt from the
Florida state intangibles tax on the last business day of the calendar year.

         Each Fund  seeks to  achieve  its  investment  objective  by  investing
principally in municipal bonds,  including industrial  development bonds, of its
designated state. In addition,  the Funds may invest in obligations issued by or
on behalf of any state, territory, or possession of the United States, including
the  District of  Columbia,  or their  political  subdivisions  or agencies  and
instrumentalities,  the interest from which is exempt from federal (regular,  if
applicable)  income tax. It is likely that  shareholders  who are subject to the
alternative  minimum tax will be required to include  interest from a portion of
the municipal  securities owned by a Fund in calculating the federal  individual
alternative minimum tax or the federal alternative minimum tax for corporations.

         Municipal  bonds  are debt  obligations  issued  by the  state or local
entities to support a government's  general financial needs or special projects,
such as housing  projects or sewer works.  Municipal  bonds  include  industrial
development  bonds  issued  by or on behalf of  public  authorities  to  provide
financing aid to acquire sites or construct or equip facilities for privately or
publicly owned corporations.

         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 and credit and taxing power for the payment of
principal  and  interest.  Revenue  bonds  are paid off  only  with the  revenue
generated  by the  project  financed by the bond or other  specified  sources of
revenue.  For example, in the case of a bridge project,  proceeds from the tolls
would go directly to retiring the bond issue.  Thus,  unlike general  obligation
bonds,  revenue  bonds do not represent a pledge of credit or create any debt of
or charge against the general revenues of a municipality or public authority.

         The  municipal  bonds in which the Funds will invest are subject to one
or more of the  following  quality  standards:  rated Baa or  better by  Moody's
Investors  Service,  Inc.  ("Moody's")  or BBB or  better by  Standard  & Poor's
Ratings Group ("S&P") or, if unrated,  are  determined by the Fund's  investment
adviser to be of comparable quality to such ratings; insured by a municipal bond
insurance  company which is rated Aa by Moody's or AA by S&P;  guaranteed at the
time of  purchase by the U.S.  government  as to the  payment of  principal  and
interest;  or fully  collateralized by an escrow of U.S. government  securities.
Bonds  rated  BBB by S&P or Baa by  Moody's  have  speculative  characteristics.
Changes in economic conditions or other circumstances are more likely to lead to
weakened  capacity to make  principal  and interest  payments  than higher rated
bonds.  However, like the higher rated bonds, these securities are considered to
be investment grade. If any security owned by a Fund 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. If ratings made
by  Moody's or S&P change  because  of changes in those  organizations  or their
ratings  systems,  the Funds will try to use comparable  ratings as standards in
accordance with the Funds'  investment  objectives.  A description of the rating
categories   is  contained  in  an  Appendix  to  the  Statement  of  Additional
Information.

         The Funds may also invest in:

                  participation  interests  in  any of  the  above  obligations.
         (Participation  interests may be purchased from financial  institutions
         such as commercial  banks,  savings and loan associations and insurance
         companies,  and  give  a  Fund  an  undivided  interest  in  particular
         municipal securities);

                  variable rate municipal securities.  (Variable rate securities
         offer interest  rates which are tied to a money market rate,  usually a
         published  interest  rate or  interest  rate index or the  91-day  U.S.
         Treasury bill rate. Many of these  securities are subject to prepayment
         of principal on demand by the Fund, usually in seven days or less); and

                  municipal  leases  issued by state and  local  governments  or
         authorities to finance the acquisition of equipment and facilities. The
         Fund may purchase  municipal  securities  in the form of  participation
         interests which  represent  undivided  proportional  interests in lease
         payments by a governmental or non-profit entity. The lease payments and
         other rights under the lease provide for and secure the payments on the
         certificates.  Lease obligations may be limited by municipal charter or
         the nature of the  appropriation  for the lease.  In particular,  lease
         obligations  may be subject to  periodic  appropriation.  If the entity
         does not appropriate funds for future lease payments, the entity cannot
         be compelled to make such  payments.  Furthermore,  a lease may provide
         that the certificate  trustee cannot  accelerate lease obligations upon
         default.  The trustee would only be able to enforce  lease  payments as
         they become due. In the event of a default or failure of appropriation,
         it is unlikely  that the trustee  would be able to obtain an acceptable
         substitute  source of payment or that the substitute  source of payment
         would generate tax-exempt income.

         During periods when, in the Adviser's  opinion,  a temporary  defensive
position  in the  market  is  appropriate,  a Fund  may  temporarily  invest  in
short-term  tax-exempt  or  taxable  investments.  These  temporary  investments
include:  notes  issued by or on  behalf  of  municipal  or  corporate  issuers;
obligations  issued or  guaranteed  by the U.S.  government,  its  agencies,  or
instrumentalities; other debt securities; commercial paper; bank certificates of
deposit; shares of other investment companies; and repurchase agreements.  There
are no rating requirements  applicable to temporary  investments.  However,  the
Adviser  will  limit  temporary  investments  to  those  it  considers  to be of
comparable quality to the Fund's primary investments.

Although the Funds are permitted to make taxable,  temporary investments,  there
is no current  intention of generating  income subject to federal regular income
tax, where  applicable.  However,  certain  temporary  investments will generate
income which is subject to state taxes.  The Fund may employ certain  additional
investment   strategies  which  are  discussed  in  "Investment   Practices  and
Restrictions", below.

Evergreen Florida High Income Municipal Bond Fund

         Evergreen  Florida High Income  Municipal  Bond Fund seeks to provide a
high level of current income which is exempt from federal income taxes. The term
"high-level"  indicates  that the Fund  seeks to  achieve  an income  level that
exceeds that which an investor would expect from an investment  grade  portfolio
with similar maturity  characteristics.  Evergreen Florida High Income Municipal
Bond Fund invests primarily in high yield, medium and lower rated (Baa through C
by  Moody's  and BBB  through D by S&P) and  unrated  municipal  securities.  To
varying degrees, medium and lower rated municipal securities, as well as unrated
municipal securities, are considered to have speculative characteristics and are
subject to greater market  fluctuations and risk of loss of income and principal
than higher rated securities. To the extent that an investor realizes a yield in
excess of that which could be expected  from a fund which  invests  primarily in
investment grade  securities,  the investor should expect to bear increased risk
due to the fact that the risk of principal and/or interest not being repaid with
respect to the high yield securities  described above is  significantly  greater
than that which  exists in  connection  with  investment  grade  securities.  In
assessing  the risk  involved in  purchasing  medium and lower rated and unrated
securities,  the  Fund's  investment  adviser  will  use  nationally  recognized
statistical  rating  organizations  such as Moody's and S&P,  and will also rely
heavily on credit analysis it develops internally.  Under normal  circumstances,
the Fund's dollar-weighted  average maturity generally will be 15 years or more.
However,  the Fund may invest in securities  of any maturity,  and if the Fund's
investment determines that market conditions warrant a shorter average maturity,
the  Fund's  investments  will  be  adjusted  accordingly..  In  pursuit  of its
investment  objective,  Evergreen  Florida High Income Municipal Bond Fund will,
under  normal  market  conditions,  invest at least 65% in such medium and lower
rated municipal securities or unrated municipal securities of comparable quality
to such rated municipal bonds. Investors should note that such a policy is not a
fundamental  policy of the Fund and  shareholder  approval is not  necessary  to
change such policy.  There is no assurance  that  Evergreen  Florida High Income
Municipal Bond Fund can achieve its investment objective.

         The Fund will not invest in municipal  securities which are in default,
i.e.,  securities  rated D by S&P.  Investments  may  also be made by  Evergreen
Florida High Income  Municipal Bond Fund in higher quality  municipal bonds and,
for temporary defensive purposes, the Fund may invest less than 65% of its total
assets in the medium and lower quality municipal securities described above. The
Fund may assume a defensive  position if, for  example,  yield  spreads  between
lower  grade and  investment  grade  municipal  bonds are  narrow and the yields
available on lower  quality  municipal  securities  do not justify the increased
risk associated with an investment in such securities or when there is a lack of
medium and lower  quality  issues in which to  invest.  Evergreen  Florida  High
Income Municipal Bond Fund may also invest primarily in higher quality Municipal
Obligations  until its net assets  reach a level  that would  permit the Fund to
begin  investing in medium and lower rated  municipal bonds and at the same time
maintain adequate  diversification  and liquidity.  Investing in this manner may
result in yields lower than those normally  associated  with a fund that invests
primarily in medium and lower quality municipal securities.

         During the most recent fiscal year completed by Evergreen  Florida High
Income Municipal Bond Fund's predecessor, ended April 30, 1995, its holdings had
the following average credit quality characteristics:

                                                              Percent of
         Rating                                               Net Assets

         Aaa or AAA                                             3.4%
         Aa or AA                                               ---
         A                                                      6.0
         Baa or BBB                                            22.1
         Ba or BB                                               1.5
         Ba or BB                                               7.9
         Non-rated                                             56.6
                                                              -----

              Total                                            97.5%

         The Fund may purchase industrial development bonds only if the interest
on such bonds is, in the opinion of bond  counsel,  exempt from  federal  income
taxes. 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. Also, see
the Statement of Additional  Information  for further  information  in regard to
ratings.

INVESTMENT PRACTICES AND RESTRICTIONS

Risk Factors.  Bond yields are  dependent on several  factors  including  market
conditions,  the size of an offering,  the maturity of the bond,  ratings of the
bond and the ability of issuers to meet their obligations.  There is no limit on
the maturity of the bonds  purchased  by the Funds.  Because the prices of bonds
fluctuate  inversely in relation to the direction of interest rates,  the prices
of longer term bonds  fluctuate more widely in response to market  interest rate
changes. A Fund's concentration in securities issued by its designated state and
that state's political subdivisions provides a greater level of risk than a fund
which is diversified across numerous states and municipal entities.  An expanded
discussion of the risks  associated with the purchase of the designated  state's
municipal  bonds  is  contained  in  the  respective  Statements  of  Additional
Information.  Although  the Funds,  other than  Evergreen  Florida  High  Income
Municipal Bond Fund will not purchase  securities  rated below BBB by S&P or Baa
by  Moody's  (i.e.,  junk  bonds),  the Funds are not  required  to  dispose  of
securities  that have  been  downgraded  subsequent  to their  purchase.  If the
municipal  obligations held by a Fund (because of adverse economic conditions in
a particular  state,  for example) are downgraded,  the Fund's  concentration in
securities of that state may cause the Fund to be subject to the risks  inherent
in holding  material  amounts of low-rated debt securities in its portfolio.  As
stated  above,  Evergreen  Florida  High  Income  Municipal  Bond  Fund  invests
primarily  in high yield,  medium and lower rated (Baa  through C by Moody's and
BBB through D by S&P) and unrated  securities.  Additional risk factors relating
to the investment by Evergreen  Florida High Income  Municipal Bond Fund in high
yield,  medium and lower  rated (Baa  through C by Moody's  and BBB through D by
S&P) and unrated securities are discussed below.

Portfolio  Turnover.  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 the transaction  costs relating to
the purchase and sale of securities which a Fund bears directly.  A high rate of
portfolio  turnover will  increase  such costs.  See the Statement of Additional
Information  for  further  information  regarding  the  practices  of the  Funds
affecting portfolio turnover.

Non-Diversification.  Each of Evergreen Florida  Municipal Bond Fund,  Evergreen
Georgia  Municipal  Bond Fund,  Evergreen  North  Carolina  Municipal Bond Fund,
Evergreen South Carolina  Municipal Bond Fund and Evergreen  Virginia  Municipal
Bond Fund is a non-diversified  portfolio of an investment  company and as such,
there is no limit on the  percentage  of  assets  which can be  invested  in any
single issuer. An investment in a Fund, therefore, will entail greater risk than
would exist in a diversified investment company because the higher percentage of
investments  among fewer issuers may result in greater  fluctuation in the total
market value of the Fund's  portfolio.  Each of the Funds intends to comply with
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") which
requires that at the end of each quarter of each taxable year, with regard to at
least 50% of the Fund's total assets, no more than 5% of the total assets may be
invested  in the  securities  of a single  issuer  and that with  respect to the
remainder of the Fund's total  assets,  no more than 25% of its total assets are
invested in the securities of a single issuer.

Repurchase Agreements. The Funds may invest in repurchase agreements. Repurchase
agreements  are  agreements by which a Fund  purchases a security  (usually U.S.
government  securities) for cash and obtains a simultaneous  commitment from the
seller  (usually a bank or  broker/dealer)  to  repurchase  the  security  at an
agreed-upon  price and specified  future date. The repurchase  price reflects an
agreed-upon interest rate for the time period of the agreement.  The Funds' risk
is the  inability  of the seller to pay the  agreed-upon  price on the  delivery
date.  However,  this risk is  tempered  by the ability of the Funds to sell the
security in the open market in the case of a default.  In such a case, the Funds
may incur costs in disposing of the security which would increase Fund expenses.
The Adviser will monitor the  creditworthiness of the firms with which the Funds
enter into repurchase agreements.

When-Issued And Delayed Delivery Transactions. The Funds may purchase securities
on a when-issued or delayed delivery basis.  These transactions are arrangements
in which the Funds purchase securities with payment and delivery scheduled for a
future time. The seller's  failure to complete these  transactions may cause the
Funds 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,  the  Funds  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 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.

Lending Of Portfolio  Securities.  In order to generate  additional  income, the
Funds may lend their portfolio  securities on a short-term or long-term basis to
broker/dealers, banks, or other institutional borrowers of securities. The Funds
will only enter into loan  arrangements  with  creditworthy  borrowers  and will
receive collateral in the form of cash or U.S. government securities equal to at
least 100% of the value of the  securities  loaned.  As a matter of  fundamental
investment  policy which cannot be changed  without  shareholder  approval,  the
Funds  will not  lend any of their  assets  except  portfolio  securities  up to
one-third  of the  value of their  total  assets.  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.

Investing In Securities Of Other Investment  Companies.  Each Fund may invest in
the securities of other investment  companies.  This is a short-term  measure to
invest cash which has not yet been invested in other  portfolio  instruments and
is subject to the  following  limitations:  (1) no Fund will own more than 3% of
the total outstanding  voting stock of any one investment  company,  (2) no Fund
may invest more than 5% of its total  assets in any one  investment  company and
(3) no Fund may invest more than 10% of its total assets in investment companies
in  general.  The  Adviser  will  waive its  investment  advisory  fee on assets
invested in securities of other open end investment companies.

Borrowing.  As a matter of fundamental policy,  which may not be changed without
shareholder  approval,  the Funds may not  borrow  money  except as a  temporary
measure to facilitate  redemption  requests  which might  otherwise  require the
untimely disposition of portfolio investments and for extraordinary or emergency
purposes, provided that the aggregate amount of such borrowings shall not exceed
one-third of the value of the total net assets at the time of such borrowing.

Illiquid  Securities.  The  Funds may  invest  up to 15% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable.
Repurchase  agreements with  maturities  longer than seven days will be included
for the  purpose of the  foregoing  15% limit.  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 Adviser 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 a 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 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.

Unseasoned Issuers. The Funds will not invest more than 5% of the value of their
total assets in securities of issuers (or guarantors,  where  applicable)  which
have records of less than three years of  continuous  operations,  including the
operation of any predecessor.

Risk  Factors  Associated  with  Medium and Lower  Rated and  Unrated  Municipal
Obligations.  Evergreen  Florida High Income  Municipal Bond Fund will invest in
medium and lower  rated or  unrated  municipal  securities.  The market for high
yield,  high  risk  debt  securities  rated  in  the  medium  and  lower  rating
categories,  or  which  are  unrated,  is  relatively  new  and its  growth  has
paralleled  a long  economic  expansion.  Past  experience  may not,  therefore,
provide  an  accurate   indication  of  future   performance   of  this  market,
particularly  during  periods of economic  recession.  An  economic  downturn or
increase in interest rates is likely to have a greater  negative  effect on this
market,  the value of high yield debt  securities in the Fund's  portfolio,  the
Fund's net asset value and the ability of the bonds' issuers to repay  principal
and interest,  meet projected  business goals and obtain  additional  financing,
than would be the case if  investments  by the Fund were limited to higher rated
securities.  These  circumstances  also  may  result  in a higher  incidence  of
defaults.  Yields on medium or lower-rated municipal bonds may not fully reflect
the  higher  risks of such  bonds.  Therefore,  the risk of a decline  in market
value, should interest rates increase or credit quality concerns develop, may be
higher  than  has  historically  been  experienced  with  such  investments.  An
investment  in  Evergreen  Florida  High  Income  Municipal  Bond  Fund  may  be
considered  more  speculative  than  investment  in shares of another fund which
invests primarily in higher rated debt securities.

         Prices of high yield debt  securities  may be more sensitive to adverse
economic changes or corporate  developments than higher rated investments.  Debt
securities with longer maturities, which may have higher yields, may increase or
decrease in value more than debt  securities  with  shorter  maturities.  Market
prices of high yield debt  securities  structured as zero coupon or  pay-in-kind
securities  are affected to a greater extent by interest rate changes and may be
more volatile than securities which pay interest periodically and in cash. Where
Evergreen  Florida High Income  Municipal Bond Fund deems it appropriate  and in
the best interests of its shareholders, it may incur additional expenses to seek
recovery  on a debt  security  on which the issuer has  defaulted  and to pursue
litigation  to protect  the  interests  of  security  holders  of its  portfolio
entities.

         Because the market for medium or lower rated  securities may be thinner
and less active than the market for higher rated securities, there may be market
price  volatility  for these  securities  and  limited  liquidity  in the resale
market.  Unrated  securities  are usually not as attractive to as many buyers as
are  rated  securities,   a  factor  which  may  make  unrated  securities  less
marketable.  These factors may have the effect of limiting the  availability  of
the securities for purchase by Evergreen Florida High Income Municipal Bond Fund
and may also limit the ability of the Fund to sell such securities at their fair
value  either to meet  redemption  requests  or in  response  to  changes in the
economy or the financial  markets.  Adverse publicity and investor  perceptions,
whether  or not based on  fundamental  analysis,  may  decrease  the  values and
liquidity  of medium or lower  rated  debt  securities,  especially  in a thinly
traded market. To the extent the Fund owns or may acquire illiquid or restricted
high  yield  securities,  these  securities  may  involve  special  registration
responsibilities,   liabilities   and  costs,   and   liquidity   and  valuation
difficulties.  Changes  in  values of debt  securities  which the Fund owns will
affect the  Fund's  net asset  value per  share.  If market  quotations  are not
readily  available  for the  Fund's  lower  rated or unrated  securities,  these
securities  will be valued by a method  that the  Trustees  believes  accurately
reflects  fair value.  Valuation  becomes more  difficult  and judgment  plays a
greater  role in  valuing  high  yield  debt  securities  than with  respect  to
securities  for  which  more  external  sources  of  quotations  and  last  sale
information are available.

         Special tax  considerations are associated with investing in high yield
debt  securities  structured as zero coupon or  pay-in-kind  securities.  A Fund
investing in such  securities  accrues income on these  securities  prior to the
receipt of cash payments. Evergreen Florida High Income Municipal Bond Fund must
distribute  substantially  all of its income to shareholders to qualify for pass
through  treatment  under the tax laws and may,  therefore,  have to  dispose of
portfolio securities to satisfy distribution requirements.

         While credit ratings are only one factor Evergreen  Florida High Income
Municipal Bond Fund's investment adviser relies on in evaluating high yield debt
securities,  certain  risks are  associated  with using credit  ratings.  Credit
ratings evaluate the safety of principal and interest payments, not market value
risk.  Credit  rating  agencies  may fail to change in timely  manner the credit
ratings to reflect  subsequent  events;  however,  the Fund's investment adviser
continuously  monitors the issuers of high yield debt  securities  in the Fund's
portfolio in an attempt to determine  if the issuers will have  sufficient  cash
flow and profits to meet required principal and interest  payments.  Achievement
of Evergreen Florida High Income Municipal Bond Fund's investment  objective may
be more dependent  upon the Fund's  investment  adviser and the credit  analysis
capability of the Fund's investment adviser, than is the case for higher quality
debt securities.  Credit ratings for individual  securities may change from time
to time and  Evergreen  Florida  High  Income  Municipal  Bond Fund may retain a
portfolio  security  whose  rating  has  been  changed.  See  the  Statement  of
Additional Information for a description of bond and note ratings.

Transactions in Options and Futures. The Funds may engage in options and futures
transactions.  Options and futures transactions are intended to enable a Fund to
manage market or interest rate risk, and the Funds do not use these transactions
for speculation or leverage.  The Funds 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 also may write straddles (combinations of covered
puts and  calls on the same  underlying  security).  The  Funds  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.

         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 specified 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  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 or index-based futures contracts in order to hedge against changes in
interest  rates or  securities  prices.  A futures  contract on securities is an
agreement to buy or sell securities  during a designated month at whatever price
exists at that time. A futures  contract 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 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  declines and to fall when the
value of such securities  increases.  Thus, the Funds sell futures  contracts in
order to offset a  possible  decline  in the  profit on their  securities.  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 increases and to fall when the
value of such securities 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 it 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 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 contracts and options on financial
futures  contracts  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 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
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  investments.  In these  events,  the
Funds may lose  money on the  financial  futures  contracts  or the  options  on
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 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.

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           MANAGEMENT OF THE FUNDS
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INVESTMENT ADVISER

         The  management of each Fund is supervised by the Trustees of the Trust
under which the Fund has been established  ("Trustees").  The Capital Management
Group  of  First  Union  National  Bank of  North  Carolina  ("CMG")  serves  as
investment  adviser to Evergreen Florida Municipal Bond Fund,  Evergreen Georgia
Municipal Bond Fund,  Evergreen  North Carolina  Municipal Bond Fund,  Evergreen
South Carolina  Municipal Bond Fund,  Evergreen Virginia Municipal Bond Fund and
Evergreen  Florida High Income Municipal Bond Fund. First Union National Bank of
North  Carolina  ("FUNB") is a  subsidiary  of First Union  Corporation  ("First
Union"),  one of the ten largest  bank holding  companies in the United  States.
First  Union  is a  bank  holding  company  headquartered  in  Charlotte,  North
Carolina,  which had $74.2  billion in  consolidated  assets as of September 30,
1994.  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.

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen  Florida  Municipal Bond Fund,  Evergreen Georgia Municipal Bond Fund,
Evergreen North Carolina Municipal Bond Fund, Evergreen South Carolina Municipal
Bond Fund,  Evergreen  Virginia  Municipal Bond Fund and Evergreen  Florida High
Income Municipal Bond 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 other
than  Evergreen  Florida  High  Income  Municipal  Bond  Fund,  from which it is
entitled  to  receive  an  annual  fee equal to .60 of 1% of  average  daily net
assets.  The total annualized  operating expenses of Evergreen Florida Municipal
Bond Fund,  Evergreen  Georgia  Municipal  Bond Fund,  Evergreen  North Carolina
Municipal Bond Fund,  Evergreen South Carolina Municipal Bond Fund and Evergreen
Virginia Municipal Bond Fund and the total annualized  operating expenses of ABT
Florida High Income Municipal Bond Fund,  predecessor to Evergreen  Florida High
Income Municipal Bond Fund, for the most recent fiscal year are set forth in the
section  entitled  "Financial  Highlights".  Evergreen  Asset  Management  Corp.
("Evergreen  Asset"), a subsidiary of FUNB, serves as administrator to each Fund
and is entitled  to receive a fee based 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:  .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  for each Fund and is entitled to receive a fee from
each Fund  calculated  on the  average  daily net assets of each 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:  .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.

         Robert  S.  Drye is a Vice  President  of FUNB , and has been with FUNB
since 1968.  Since 1989, Mr. Drye has served as a portfolio  manager for several
of the series of Evergreen  Investment Trust and for certain common trust funds.
Prior to 1989,  Mr.  Drye  worked as a  marketing  specialist  with First  Union
Brokerage  Services,  Inc.  Mr. Drye has managed the  Evergreen  South  Carolina
Municipal  Bond Fund since its inception in January 1994. In addition,  Mr. Drye
has been the portfolio  manager for the Evergreen  Florida  Municipal  Bond Fund
since its inception in July 1993. Richard K. Marrone is a Vice President of FUNB
 . Mr. Marrone  joined FUNB in May 1993 with eleven years of experience  managing
fixed income assets at Woodbridge Capital  Management,  a subsidiary of Comerica
Bank,  N.A. Mr. Marrone is responsible  for the portfolio  management of several
series of Evergreen Investment Trust and certain common trust funds. Mr. Marrone
has served as portfolio  manager of the Evergreen North Carolina  Municipal Bond
Fund since May 1993, and portfolio  manager of the Evergreen Florida High Income
Municipal  Bond Fund and  Evergreen  Georgia  Municipal  Bond Fund  since  their
inception  in July 1995 and July 1993,  respectively.  Charles E. Jeanne  joined
FUNB,  in  July  1993.   Prior  to  joining  FUNB  ,  Mr.  Jeanne  served  as  a
trader/portfolio  manager for First American Bank where he was  responsible  for
individual  accounts and common trust funds.  Mr.  Jeanne has been the portfolio
manager for the Evergreen  Virginia  Municipal  Bond Fund since its inception in
1993.

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

HOW TO BUY SHARES

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

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

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

         Initial  investments  may  also be made  by wire by (i)  calling  State
Street at  800-423-2615  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  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.

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.

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

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.



<PAGE>


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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

         Income dividends are declared daily and paid monthly.  Distributions of
any net realized  gains of a Fund will be made at least  annually.  Shareholders
will  begin to earn  dividends  on the  first  business  day  after  shares  are
purchased  unless  shares  were not paid for,  in which case  dividends  are not
earned  until the next  business day after  payment is  received.  Each Fund has
qualified  and  intends to  continue  to  qualify  to be treated as a  regulated
investment  company  under the Code.  While so  qualified,  so long as each Fund
distributes  all of its investment  company  taxable income and any net realized
gains to shareholders, it is expected that the Funds will not be required to pay
any Federal  income taxes.  A 4%  nondeductible  excise tax will be imposed on a
Fund if it does not meet certain  distribution  requirements  by the end of each
calendar year. Each Fund anticipates meeting such distribution requirements.

         The Funds will designate and pay exempt-interest dividends derived from
interest  earned on  qualifying  tax-exempt  obligations.  Such  exempt-interest
dividends may be excluded by  shareholders of a Fund from their gross income for
Federal   income  tax   purposes,   however   (1)  all  or  a  portion  of  such
exempt-interest  dividends may be a specific preference item for purposes of the
Federal  individual and corporate  alternative  minimum taxes to the extent that
they are derived  from  certain  types of private  activity  bonds  issued after
August 7, 1986, and (2) all exempt-interest dividends will be a component of the
"adjusted current  earnings" for purposes of the Federal  corporate  alternative
minimum tax.

         Dividends paid from taxable income,  if any, and  distributions  of any
net  realized  short-term  capital  gains  (whether  from tax  exempt or taxable
obligations)  are  taxable  as  ordinary  income  and  long-term   capital  gain
distributions  are taxable as long-term  capital gains,  even though received in
additional  shares of the Fund, and  regardless of the investors  holding period
relating to the shares with respect to which such gains are distributed.  Market
discount  recognized  on taxable  and  tax-exempt  bonds is taxable as  ordinary
income, not as excludable income.  Under current law, the highest Federal income
tax rate  applicable to net long-term  gains realized by individuals is 28%. The
rate applicable to corporations is 35%.

         Since each Fund's gross income is ordinarily  expected to be tax exempt
interest income,  it is not expected that the 70%  dividends-received  deduction
for corporations will be applicable.  Specific  questions should be addressed to
the investor's own tax adviser.

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

Set forth below are brief  descriptions  of the personal income tax status of an
investment in each of the Funds under Florida,  Georgia,  North Carolina,  South
Carolina,  and Virginia tax laws currently in effect.  Income from a Fund is not
necessarily  free from state income  taxes in states  other than its  designated
state.  State laws differ on this issue,  and  shareholders are urged to consult
their own tax advisers  regarding the status of their  accounts  under state and
local laws.

Evergreen  Florida  Municipal  Bond  Fund  and  Evergreen  Florida  High  Income
Municipal  Bond  Fund.  Florida  does not  currently  impose  an  income  tax on
individuals.  Thus, individual  shareholders of the Funds will not be subject to
any Florida state income tax on distributions  received from the Funds. However,
certain  distributions  will be  taxable  to  corporate  shareholders  which are
subject  to  Florida   corporate  income  tax.  Florida   currently  imposes  an
intangibles  tax at the  annual  rate of 0.20% on certain  securities  and other
intangible  assets  owned by  Florida  residents.  Certain  types of tax  exempt
securities  of  Florida  issuers,  U.S.  government  securities  and tax  exempt
securities  issued by certain U.S.  territories  and possessions are exempt from
this  intangibles  tax. Shares of the Funds will also be exempt from the Florida
intangibles tax if the portfolio consists  exclusively of securities exempt from
the  intangibles  tax on the last  business  day of the  calendar  year.  If the
portfolio  consists of any assets  which are not so exempt on the last  business
day of the calendar year,  however,  only the portion of the shares of the Funds
which relate to securities  issued by the United States and its  possessions and
territories  will be exempt from the Florida  intangibles tax, and the remaining
portion of such shares will be fully  subject to the  intangibles  tax,  even if
they partly relate to Florida tax exempt securities.

Evergreen Georgia Municipal Bond Fund. Under existing Georgia law,  shareholders
of the Fund will not be subject to individual or corporate  Georgia income taxes
on distributions from the Fund to the extent that such  distributions  represent
exempt-interest  dividends for federal income tax purposes that are attributable
to (1)  interest-bearing  obligations  issued  by or on  behalf  of the State of
Georgia or its political  subdivisions,  or (2) interest on  obligations  of the
United  States or of any other  issuer whose  obligations  are exempt from state
income taxes under  federal  law.  Distributions,  if any,  derived from capital
gains or other sources generally will be taxable for Georgia income tax purposes
to  shareholders  of the Fund who are  subject to the Georgia  income  tax.  For
purposes of the Georgia  intangibles  tax, Shares of the Fund likely are taxable
(at the rate of 10 cents per $1,000 in value of the Shares  held on January 1 of
each year) to shareholders who are otherwise subject to such tax.

Evergreen North Carolina Municipal Bond Fund. Under existing North Carolina law,
shareholders  of the Fund will not be subject to individual  or corporate  North
Carolina  income  taxes on  distributions  from the Fund to the extent that such
distributions  represent   exempt-interest  dividends  for  federal  income  tax
purposes that are  attributable  to (1) interest on obligations  issued by North
Carolina and political  subdivisions  thereof or (2) interest on  obligations of
the United States or its  territories  or  possessions.  Distributions,  if any,
derived from capital gains or other sources  generally will be taxable for North
Carolina  income tax purposes to shareholders of the Fund who are subject to the
North Carolina income tax.

Evergreen South Carolina Municipal Bond Fund. Under existing South Carolina law,
shareholders  of the Fund will not be subject to individual  or corporate  South
Carolina   income  taxes  on  Fund   distributions   to  the  extent  that  such
distributions  represent   exempt-interest  dividends  for  federal  income  tax
purposes that are  attributable  to (1) interest on  obligations of the State of
South  Carolina,  or  any  of  its  political  subdivisions,   (2)  interest  on
obligations of the United  States,  or (3) interest on obligations of any agency
or  instrumentality  of the United States that is prohibited by federal law from
being taxed by a state or any political  subdivision of a state.  Distributions,
if any,  derived from capital gains or other sources,  generally will be taxable
for South  Carolina  income tax  purposes  to  shareholders  of the Fund who are
subject to South Carolina income tax.

Evergreen   Virginia   Municipal  Bond  Fund.   Under  existing   Virginia  law,
shareholders of the Fund will not be subject to individual or corporate Virginia
income  taxes on  distributions  received  from the Fund to the extent that such
distributions  represent   exempt-interest  dividends  for  federal  income  tax
purposes that are  attributable to interest earned on (1) obligations  issued by
or on  behalf of the  Commonwealth  of  Virginia  or any  political  subdivision
thereof,  or (2)  obligations  issued by a territory or possession of the United
States or any  subdivision  thereof  which federal law exempts from state income
taxes.  Distributions,  if any,  derived  from  capital  gains or other  sources
generally will be taxable for Virginia  income tax purposes to  shareholders  of
the Fund who are subject to Virginia income tax.

         Statements  describing  the tax status of  shareholders'  dividends and
distributions  will be mailed annually by the Funds.  These  statements will set
forth  the  amount  of income  exempt  from  Federal  and if  applicable,  state
taxation,  and the  amount,  if any,  subject  to  Federal  and state  taxation.
Moreover, to the extent necessary,  these statements will indicate the amount of
exempt-interest  dividends which are a specific  preference item for purposes of
the Federal individual and corporate alternative minimum taxes. The exemption of
interest income for Federal income tax purposes does not  necessarily  result in
exemption  under  the  income  or other  tax law of any  state  or local  taxing
authority.  Investors  should consult their own tax advisers about the status of
distributions from the Funds in their states and localities.  Each Fund notifies
shareholders annually as to the interest exempt from Federal taxes earned by the
Fund.

         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.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the  performance  of Evergreen  Florida  Municipal Bond
Fund,  Evergreen Georgia Municipal Bond Fund, Evergreen North Carolina Municipal
Bond Fund,  Evergreen South Carolina  Municipal Bond Fund and Evergreen Virginia
Municipal  Bond  Fund is  contained  in the  annual  report of each Fund for the
fiscal  year ended  December  31,  1994.  A similar  discussion  relating to ABT
Florida High Income  Municipal Bond Fund, the  predecessor of Evergreen  Florida
High Income  Municipal  Bond Fund is contained in the annual report of such Fund
for the fiscal year ended April 30, 1995.



<PAGE>


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. Evergreen Florida High Income Municipal Fund is a newly organized,
separate  investment  series  of  Evergreen  Municipal  Trust,  a  Massachusetts
business  trust  organized  in 1988.  Evergreen  Florida  Municipal  Bond  Fund,
Evergreen Georgia Municipal Bond Fund,  Evergreen North Carolina  Municipal Bond
Fund,  Evergreen  South  Carolina  Municipal  Bond Fund and  Evergreen  Virginia
Municipal Bond Fund are each 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 Directors, that affect each series and class in
substantially  the same manner.  Class A, B and Y shares have identical  voting,
dividend,  liquidation  and other rights,  except that each class bears,  to the
extent applicable, its own distribution, 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.

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 the Funds.

Other  Classes of Shares.  Each Fund  currently  offers three classes of shares,
Class A, Class B 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 Evergreen
mutual  funds for which  Evergreen  Asset  serves as  investment  adviser  as of
December 30, 1994,  (ii) certain  institutional  investors and (iii)  investment
advisory  clients of CMG,  Evergreen  Asset or their  affiliates.  The dividends
payable  with  respect  to Class A and Class B shares  will be less  than  those
payable with respect to Class Y shares due to the  distribution and distribution
related  expenses  borne by Class A and  Class B shares  and the fact  that such
expenses are not borne by Class Y shares.

Performance  Information.  A Fund's  performance may be quoted in advertising in
terms  of yield  or  total  return.  Both  types  of  performance  are  based on
Securities  and  Exchange  Commission  ("SEC")  formulas and are not intended to
indicate future performance.

         Yield  is a way of  showing  the  rate of  income  a Fund  earns on its
investments  as a  percentage  of the  Fund's  share  price.  A 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,  a Fund's  yield may not equal its
distribution  rate, the income paid to your account or the income  reported in a
Fund's  financial  statements.  To  calculate  yield,  a 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 a Fund's  share  price at the end of the
30-day period.
This yield does not reflect gains or losses from selling securities.

         A Fund may also quote  tax-equivalent  yields,  which show the  taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields.  A  tax-equivalent  yield is calculated by dividing a Fund's  tax-exempt
yield by the result of one minus a stated Federal tax rate. If only a portion of
a  Fund's  income  was  tax-exempt,   only  that  portion  is  adjusted  in  the
calculation.

         Total returns are based on the overall  dollar or percentage  change in
the value of a  hypothetical  investment  in a Fund. A Fund's total return shows
its overall change in value including  changes in share prices and assumes all a
Fund's distributions are reinvested. A cumulative total return reflects a Fund's
performance  over a stated  period  of time.  An  average  annual  total  return
reflects the hypothetical  annually  compounded  return that would have produced
the same cumulative total return if a Fund's  performance had been constant over
the entire  period.  Because  average  annual  total  returns tend to smooth out
variations in a Fund's return,  you should  recognize that they are not the same
as  actual  year-by-year  results.  To  illustrate  the  components  of  overall
performance, a Fund may separate its cumulative and average annual total returns
into income results and realized and unrealized gain or loss.

         Each Fund may also quote tax-equivalent  yields, which show the taxable
yields an investor would have to earn before taxes to equal the Fund's  tax-free
yields.  A  tax-equivalent  yield is calculated by dividing a Fund's  tax-exempt
yield by the result of one minus a stated federal tax rate. If only a portion of
a  Fund's  income  was  tax-exempt,   only  that  portion  is  adjusted  in  the
calculation.

         Comparative  performance information may also be used from time to time
in  advertising  or  marketing  a Fund's  shares,  including  data  from  Lipper
Analytical Services, Inc., Morningstar and other industry publications. 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 Declaration of Trust under which each
Fund operates provide that no Trustee or shareholder  will be personally  liable
for the  obligations  of the Trust and that every  written  contract made by the
Trust  contain a provision to that effect.  If any Trustee or  shareholder  were
required to pay any  liability  of the Trust,  that person  would be entitled to
reimbursement from the general assets of the Trust.

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


<PAGE>


                    APPENDIX A -- FLORIDA RISK CONSIDERATIONS

         The  following  is a summary of economic  factors  which may affect the
ability  of the  municipal  issuers  of  Florida  Obligations  to repay  general
obligation and revenue bonds.  Such information is derived from sources that are
generally  available to  investors  and is believed by the Funds to be accurate,
but has not been independently  verified and may not be complete.  Under current
law,  the State of Florida is required  to maintain a balanced  budget such that
current  expenses are met from  current  revenues.  Florida  does not  currently
impose a tax on  personal  income  but does  impose  taxes on  corporate  income
derived from  activities  within the state.  In addition,  Florida imposes an ad
valorem  tax as well as sales  and use  taxes.  These  taxes  are the  principal
sources of funds to meet state  expenses,  including  repayment of, and interest
on, obligations backed solely by the full faith and credit of the state, without
recourse to any specific project or related revenue source.

         On November 3, 1992,  Florida voters approved an amendment to the state
constitution  which  limits  the  annual  growth in the  assessed  valuation  of
residential  property  and  which,  over  time,  could  constrain  the growth in
property  taxes,  a major revenue  source for local  governments.  The amendment
restricts  annual  increases  in assessed  valuation  to the lesser of 3% or the
Consumer  Price Index.  The  amendment  applies only to  residential  properties
eligible  for the  homestead  exemption  and does not  affect the  valuation  of
rental,  commercial,  or industrial properties.  When sold, residential property
would be reassessed at market value. The amendment  became effective  January 1,
1993. While no immediate ratings implications are expected,  the amendment could
have a negative impact on the financial  performance of local  governments  over
time and lead to  ratings  revisions  which  may have a  negative  impact on the
prices of affected bonds.

         Many of the bonds in which  the Funds  invest  were  issued by  various
units of local  government in the State of Florida.  In addition,  most of these
bonds  are  revenue  bonds  where  the  security  interest  of the bond  holders
typically  is limited to the pledge of revenues or special  assessments  flowing
from the project financed by the bonds.  Projects  include,  but are not limited
to,  water and waste water  utilities,  drainage  systems,  roadways,  and other
development-related infrastructures. Therefore, the capacity of these issuers to
repay their obligations may be affected by variations in the Florida economy.

         Since 1970,  Florida has been one of the fastest  growing states in the
nation.  Average  annual  population  growth over the last 20 years was 320,000.
During this  period only  California  and Texas grew more  rapidly.  In terms of
total  population,  Florida moved from the ninth most populous  state in 1970 to
fourth today.

         This rapid and sustained  pace of  population  growth has given rise to
sharp  increases in  construction  activity and to the need for roads,  drainage
systems,  and  utilities to serve the  burgeoning  population.  In turn this has
driven the growth in the volume of revenue bond debt outstanding.

         The pace of  growth,  however,  has not been  steady.  During  economic
expansions,  Florida's  population  growth has exceeded 500,000 people per year,
but in  recessions  growth has slowed to 120,000  per year.  The  variations  in
construction  activity  over the course of  business  cycles is also very large.
Although  the  amplitude  of the swings  during  business  cycles is large,  the
duration  of  downturns  in  Florida's  growth  has  been  short.  Historically,
depressed levels of growth have lasted only a year or two at most.  Furthermore,
Florida's cycles have not been periods of growth or decline.  Instead,  what has
occurred are periods of more growth or less growth.

        Florida's ability to meet increasing  expenses will be dependent in part
upon the state's ability to foster business and economic growth. During the past
decade,  Florida has experienced  significant  increases in the technology-based
and  other  light  industries  and  in  the  service  sector.  This  growth  has
diversified the state's overall economy,  which at one time was dominated by the
citrus and tourism industries. The state's economic and business growth could be
restricted,  however, by the natural limitations of environmental  resources and
the state's  ability to finance  adequate  public  facilities  such as roads and
schools.



<PAGE>
  INVESTMENT ADVISER
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
  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 Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN FLORIDA MUNICIPAL BOND FUND, EVERGREEN GEORGIA MUNICIPAL BOND
      FUND, EVERGREEN NORTH CAROLINA MUNICIPAL BOND FUND, EVERGREEN SOUTH
      CAROLINA MUNICIPAL BOND FUND, EVERGREEN VIRGINIA MUNICIPAL BOND FUND
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN FLORIDA HIGH INCOME MUNICIPAL BOND FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536126


                          STATEMENT OF ADDITIONAL INFORMATION

                                      July 7, 1995

                           THE EVERGREEN TAX FREE FUNDS

                   2500 Westchester Avenue, Purchase, New York 10577

                                    800-807-2940

Evergreen  Florida  Municipal Bond Fund (formerly First Union Florida
  Municipal Bond Portfolio) ("Florida Municipal Bond")
Evergreen Georgia Municipal Bond Fund (formerly  First Union Georgia
  Municipal Bond  Portfolio)  ("Georgia  Municipal Bond") 
Evergreen North Carolina  Municipal Bond Fund (formerly First Union North
  Carolina  Municipal Bond Portfolio)  ("North Carolina Municipal Bond") 
Evergreen South  Carolina  Municipal  Bond  Fund  (formerly  First  Union
  South  Carolina Municipal Bond Portfolio)  ("South Carolina  Municipal Bond")
Evergreen Virginia Municipal Bond Fund (formerly  First Union  Virginia
  Municipal Bond  Portfolio)("Virginia  Municipal Bond") 
Evergreen  Florida High Income Municipal Bond Fund ("Florida High Income") 
Evergreen High Grade Tax Free Fund (formerly First Union High  Grade Tax Free
  Portfolio)  ("High  Grade")  
Evergreen Short-Intermediate Municipal Fund  ("Short-Intermediate")  
Evergreen Short-Intermediate Municipal Fund-California ("Short-Intermediate-CA")


This  Statement of Additional  Information  pertains to all classes of shares of
the Funds listed below. It is not a prospectus and should be read in conjunction
with the  Prospectus  dated July 7, 1995 for the Fund in which you are making or
contemplating  an investment.  The Evergreen Tax Free Funds are offered  through
four  separate  prospectuses:  one  offering  Class A and Class B shares,  and a
separate  prospectus  offering Class Y shares of Florida Municipal Bond, Georgia
Municipal Bond, North Carolina  Municipal Bond,  South Carolina  Municipal Bond,
Virginia  Municipal  Bond and Florida High Income;  and one offering Class A and
Class B shares and a separate  prospectus offering Class Y shares of High Grade,
Short- Intermediate and Short-Intermediate-CA.  Copies of each Prospectus may be
obtained without charge by calling the number listed above.


                                 TABLE OF CONTENTS


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

Appendix A - Note,  Bond And  Commercial  Paper Ratings  Appendix B - Additional
Information Concerning California Appendix C - Additional Information Concerning
Florida  Appendix D - Additional  Information  Concerning  Georgia  Appendix E -
Additional  Information  Concerning  North  Carolina  Appendix  F  -  Additional
Information  Concerning  South  Carolina  Appendix  G -  Additional  Information
Concerning Virginia



<PAGE>




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

  The  investment  objective of each Fund and a description of the securities in
which  each  Fund may  invest  is set forth  under  "Description  of the Funds -
Investment  Objective and Policies" in the relevant  Prospectus.  The investment
objectives of Florida  Municipal Bond,  Georgia  Municipal Bond,  North Carolina
Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond and High
Grade  are   fundamental   and  cannot  be  changed   without  the  approval  of
shareholders.  The following expands the discussion in the Prospectus  regarding
certain investments of each Fund.

        Additional Information Regarding Investments that each Fund May Make

Participation Interests (All Funds)

     Participation  interests  may take the form of  participations,  beneficial
interests,  in a trust,  partnership  interests,  or any other form of  indirect
ownership that allows a Fund to treat the income from the  investments as exempt
from  federal  and state  tax.  The  financial  institutions  from  which a Fund
purchases  participation  interests  frequently  provide or secure from  another
financial  institution  irrevocable  letters of credit or guarantees  and give a
Fund the right to demand payment of the principal  amounts of the  participation
interests plus accrued interest on short notice (usually within seven days).

Variable Rate Municipal Securities (All Funds)

     Variable  interest  rates  generally  reduce changes in the market value of
municipal  securities  from their  original  purchase  prices.  Accordingly,  as
interest rates decrease or increase,  the potential for capital  appreciation or
depreciation  is less for  variable  rate  municipal  securities  than for fixed
income obligations.

     Many municipal  securities with variable interest rates purchased by a Fund
are subject to repayment of principal  (usually within seven days) on the Fund's
demand. The terms of these variable rate demand  instruments  require payment of
principal  obligations  by  the  issuer  of  the  participation  interests  or a
guarantor of either issuer. All variable rate municipal securities will meet the
quality standards for a Fund. The Fund's investment  adviser has been instructed
by the Board of Trustees (the "Trustees") to monitor the pricing,  quality,  and
liquidity of the variable rate  municipal  securities,  including  participation
interests held by a Fund, on the basis of published  financial  information  and
reports of the rating agencies and other analytical services.

Municipal Leases (All Funds)

     When  determining  whether  municipal  leases  purchased  by a Fund will be
classified  as a liquid or illiquid  security,  the Trustees  have directed each
Fund's investment adviser to consider certain factors, such as: the frequency of
trades and quotes for the  security;  the  volatility  of  quotations  and trade
prices for the security,  the number of dealers  willing to purchase or sell the
security and the number of potential  purchasers;  dealer undertakings to make a
market  in the  security;  the  nature  of the  security  and the  nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer); the rating of the security
and the financial condition and prospects of the issuer of the security; whether
the lease can be terminated by the lessee; the potential recovery,  if any, from
a sale of the  leased  property  upon  termination  of the lease;  the  lessee's
general credit strength (e.g., its debt, administrative,  economic and financial
characteristics and prospects);  the likelihood that the lessee will discontinue
appropriating  funding for the lease property  because the property is no longer
deemed  essential  to its  operations  (e.g.,  the  potential  for an  "event of
nonappropriation");  any credit  enhancement or legal recourse  provided upon an
event of  nonappropriation  or other  termination  of the lease;  and such other
factors as may be relevant to the Fund's ability to dispose of the security.



<PAGE>



When-Issued and Delayed Delivery Transactions

     These  transactions  are  made  to  secure  what  is  considered  to  be an
advantageous  price or yield for a Fund. No fees or other  expenses,  other than
normal  transaction  costs,  are  incurred.  However,  liquid  assets  of a Fund
sufficient to make payment for the  securities to be purchased are segregated on
the Fund's  records at the trade date.  These  assets are marked to market daily
and are maintained until the transaction has been settled. The Funds (other than
High  Grade,  Short-Intermediate  and  Short-Intermediate-CA)  do not  intend to
engage in when-issued and delayed delivery  transactions to an extent that would
cause  the  segregation  of more  than 20% of the  total  value  of its  assets.
Short-Intermediate and  Short-Intermediate-CA  do not expect that commitments to
purchase  when-issued  securities will normally exceed 25% of their total assets
and High Grade  does not expect  that such  commitments  will  exceed 20% of its
total assets.

Futures   and   Options    Transactions    (All   Funds   Except   High   Grade,
Short-Intermediate and Short-Intermediate-CA)

     A Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial futures contracts and options on financial futures  contracts.
Additionally,  a Fund  may buy  and  sell  call  and put  options  on  portfolio
securities.  The Funds do not intend to invest  more than 5% of their  assets in
options and futures.

Purchasing Put Options on Financial Futures Contracts

     A Fund may  purchase  listed  put and call  options  on  financial  futures
contracts  for U.S.  government  securities.  Unlike  entering  directly  into a
futures contract,  which requires the purchaser to buy a financial instrument on
a set date at a  specified  price,  the  purchase  of a put  option on a futures
contract entitles (but does not obligate) its purchaser to decide on or before a
future date whether to assume a short position at the specified price.

     A Fund may purchase put options on futures to protect portfolio  securities
against  decreases in value  resulting  from an  anticipated  increase in market
interest rates.  Generally, if the hedged portfolio securities decrease in value
during the term of an option,  the related futures  contracts will also decrease
in value and the option will increase in value. In such an event,  the Fund will
normally  close out its option by selling an identical  option.  If the hedge is
successful,  the proceeds  received by a Fund upon the sale of the second option
will be  large  enough  to  offset  both  the  premium  paid by the Fund for the
original option plus the realized decrease in value of the hedged securities.

     Alternatively,  a Fund may  exercise  its put  option.  To do so,  it would
simultaneously  enter into a futures  contract of the type underlying the option
(for a price less than the strike  price of the option) and exercise the option.
A Fund would then  deliver  the  futures  contract  in return for payment of the
strike price.  If a Fund neither closes out nor exercises an option,  the option
will expire on the date  provided in the option  contract,  and the premium paid
for the contract will be lost.

Writing Call Options on Financial Futures Contracts

     In addition to purchasing  put options on futures,  a Fund may write listed
call options on futures  contracts for U.S.  government  securities to hedge its
portfolio  against an increase in market  interest  rates.  When a Fund writes a
call option on a futures contract,  it is undertaking the obligation of assuming
a short futures position  (selling a futures contract) at the fixed strike price
at any time during the life of the option, if the option is exercised. As market
interest  rates  rise,  causing  the  prices  of  futures  to go down,  a Fund's
obligation  under a call option on a future (to sell a futures  contract)  costs
less to  fulfill,  causing  the value of the  Fund's  call  option  position  to
increase.

     In other words, as the underlying  futures price goes down below the strike
price,  the buyer of the option has no reason to exercise the call,  so that the
Fund keeps the premium received for the option. This premium can offset the drop
in value of a Fund's fixed income portfolio which is occurring as interest rates
rise.


                                                                             -3-

<PAGE>



     Prior to the  expiration  of a call written by a Fund, or exercise of it by
the buyer, a Fund may close out the option by buying an identical option. If the
hedge is successful, the cost of the second option will be less than the premium
received by the Fund for the initial  option.  The net premium  income of a Fund
will then offset the decrease in value of the hedged securities.

Writing Put Options on Financial Futures Contracts

     A Fund may write listed put options on financial futures contracts for U.S.
government  securities  to hedge  its  portfolio  against a  decrease  in market
interest  rates.  When a Fund  writes a put  option  on a futures  contract,  it
receives a premium  for  undertaking  the  obligation  to assume a long  futures
position  (buying a futures  contract)  at a fixed  price at any time during the
life of the option.  As market interest rates decrease,  the market price at any
time during the life of the  option.  As market  interest  rates  decrease,  the
market price of the underlying futures contract normally increases.

     As the market value of the underlying futures contract increases, the buyer
of the put option has less reason to exercise the put because the buyer can sell
the same futures contract at a higher price in the market.  The premium received
by a Fund can then be used to offset the higher  prices of portfolio  securities
to be purchased in the future due to the decrease in the market interest rates.

     Prior to the  expiration of the put option or its exercise by the buyer,  a
Fund may close out the  option by buying an  identical  option.  If the hedge is
successful,  the cost of buying the second  option will be less than the premium
received by the Fund for the initial option.

Purchasing Call Options on Financial Futures Contracts

     An  additional  way in which a Fund may hedge  against  decreases in market
interest  rates is to buy a listed call option on a financial  futures  contract
for U.S. government securities. When a Fund purchases a call option on a futures
contract,  it is  purchasing  the right  (not the  obligation)  to assume a long
futures  position  (buy a futures  contract) at a fixed price at any time during
the  life of the  option.  As  market  interest  rates  fall,  the  value of the
underlying futures contract will normally increase,  resulting in an increase in
value of the Fund's  option  position.  When the market price of the  underlying
futures  contract  increases  above the strike price plus premium paid, the Fund
could exercise its option and buy the futures contract below market price.

     Prior to the exercise or expiration of the call option a Fund could sell an
identical call option and close out its position.  If the premium  received upon
selling the  offsetting  call is greater than the premium  originally  paid, the
Fund has completed a successful hedge.

Limitation on Open Futures Positions

     A Fund will not maintain open positions in futures contracts it has sold or
call options it has written on futures contracts if, in the aggregate, the value
of the open positions (marked to market) exceeds the current market value of its
securities  portfolio  plus or minus the  unrealized  gain or loss on those open
positions,  adjusted  for the  correlation  of  volatility  between  the  hedged
securities  and the futures  contracts.  If this  limitation  is exceeded at any
time, a Fund will take prompt  action to close out a  sufficient  number of open
contracts  to  bring  its  open  futures  and  options   positions  within  this
limitation.

"Margin" in Futures Transactions

     Unlike the  purchase or sale of a security,  a Fund does not pay or receive
money  upon  the  purchase  or sale of a  futures  contract.  Rather,  a Fund is
required to deposit an amount of "initial margin" in cash or U.S. Treasury bills
with its custodian (or the broker, if legally permitted).  The nature of initial
margin in futures  transactions  is different  from that of margin in securities
transactions  in that  futures  contract  initial  margin  does not  involve the
borrowing of funds by a Fund to finance the  transactions.  Initial margin is in
the nature of a performance bond or good faith deposit on the contract

                                                                             -4-

<PAGE>



which is returned to the Fund upon termination of the futures contract, assuming
all contractual obligations have been satisfied. A Fund may not purchase or sell
futures  contracts or related  options if immediately  thereafter the sum of the
amount of margin deposits on the Fund's existing futures  positions and premiums
paid for related options would exceed 5% of the market value of the Fund's total
assets.

     A  futures  contract  held  by a Fund  is  valued  daily  at  the  official
settlement  price of the exchange on which it is traded.  Each day the Fund pays
or receives cash, called "variation margin",  equal to the daily change in value
of the futures contract. This process is known as "marking to market". Variation
margin  does  not  represent  a  borrowing  or  loan  by a Fund  but is  instead
settlement between the Fund and the broker of the amount one would owe the other
if the futures  contract  expired.  In computing its daily net asset value,  the
Fund will mark-to-market its open futures positions.

     A Fund is also required to deposit and maintain  margin when it writes call
options on futures contracts.

Purchasing and Writing Put and Call Options on Portfolio  Securities (All Funds,
except High Grade, Short-Intermediate and Short-Intermediate-CA)

     A Fund may purchase put and call options on portfolio securities to protect
against price movements in particular  securities.  A put option gives the Fund,
in return for a premium, the right to sell the underlying security to the writer
(seller) at a specified price during the term of the option. A call option gives
the Fund, in return for a premium, the right to buy the underlying security from
the seller.

     A Fund  may  generally  purchase  and  write  over-the-counter  options  on
portfolio  securities in negotiated  transactions  with the writers or buyers of
the options since options on the  portfolio  securities  held by the Fund are to
traded on an exchange.  A Fund purchases and writes options only with investment
dealers and other financial  institutions  (such as commercial  banks or savings
and loan associations) deemed creditworthy by the Fund's adviser.

     Over-the-counter  options  are two  party  contracts  with  price and terms
negotiated  between buyer and seller. In contrast,  exchange-traded  options are
third party contracts with  standardized  strike prices and expiration dates and
are  purchased  from a clearing  corporation.  Exchange  traded  options  have a
continuous liquid market while over-the-counter options may not.

Repurchase Agreements (All Funds)

     Repurchase agreements are arrangements in which banks, broker/dealers,  and
other recognized financial institutions sell U.S. government securities or other
securities  to a Fund  and  agree at the  time of sale to  repurchase  them at a
mutually  agreed  upon  time  and  price  within  one  year  from  the  date  of
acquisition.  A Fund or its custodian  will take  possession  of the  securities
subject to repurchase  agreements.  To the extent that the original  seller does
not repurchase the securities  from a Fund, the Fund could receive less than the
repurchase  price on any  sale of such  securities.  In the  event  that  such a
defaulting seller filed for bankruptcy or became insolvent,  disposition of such
securities by the Fund might be delayed pending court action. Each Fund believes
that under the regular  procedures  normally in effect for custody of the Fund's
portfolio  securities  subject to  repurchase  agreements,  a court of competent
jurisdiction  would rule in favor of the Fund and allow retention or disposition
of such securities.  A Fund may only enter into repurchase agreements with banks
and other recognized financial institutions,  such as broker/dealers,  which are
found by the Fund's investment adviser to be creditworthy pursuant to guidelines
established by the Trustees.

Reverse Repurchase Agreements (All Funds)

     A Fund may enter into reverse repurchase agreements. These transactions are
similar to borrowing cash. In a reverse repurchase  agreement,  a Fund transfers
possession  of a portfolio  instrument  to another  person,  such as a financial
institution,  broker,  or dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a

                                                                             -5-

<PAGE>



stipulated date in the future the Fund will repurchase the portfolio  instrument
by remitting the original consideration plus interest at an agreed upon rate.

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

     When effecting reverse repurchase agreements, liquid assets of a Fund, in a
dollar  amount  sufficient  to  make  market  daily  and  maintained  until  the
transaction is settled.

Lending of Portfolio Securities (All Funds)

     The  collateral  received when a Fund lends  portfolio  securities  must be
valued daily and, should the market value of the loaned securities increase, the
borrower  must  furnish  additional  collateral  to the  Fund.  During  the time
portfolio  securities  are on loan,  the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the  Fund or the  borrower.  A Fund  may pay  reasonable  administrative  and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent  collateral to the borrower or placing
broker.  A Fund does not have the right to vote  securities  on loan,  but would
terminate  the  loan  and  regain  the  right  to vote if that  were  considered
important with respect to the investment.

Restricted Securities (All Funds)

     A Fund may invest in restricted  securities.  Restricted securities are any
securities  in which a Fund may  otherwise  invest  pursuant  to its  investment
objectives  and policies but which are subject to  restrictions  on resale under
federal  securities  laws.  A Fund will not  invest  more than 15% (10% for High
Grade) of the value of its net assets in restricted securities; however, certain
restricted securities which the Trustees deem to be liquid will be excluded from
this 15% limitation.

     The  ability  of  the  Trustees  to  determine  the  liquidity  of  certain
restricted  securities is permitted  under a Securities and Exchange  Commission
("SEC") Staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule").  The Rule is a  non-exclusive,  safe-harbor
for  certain  secondary  market  transactions  involving  securities  subject to
restrictions  on resale under  federal  securities  laws.  The Rule  provides an
exemption from  registration for resales of otherwise  restricted  securities to
qualified  institutional  buyers.  The Rule was expected to further  enhance the
liquidity of the secondary  market for securities  eligible for resale under the
Rule 144A. Each Fund believes that the Staff of the SEC has left the question of
determining  the  liquidity of all  restricted  securities  (eligible for resale
under Rule 144A) for  determination by the Trustees.  The Trustees  consider the
following   criteria  in  determining   the  liquidity  of  certain   restricted
securities:

     (i)    the frequency of trades and quotes for the security;
     (ii)   the number of dealers willing to purchase or sell the security 
            and the number of other potential buyers;
     (iii)  dealer  undertakings  to make a market in the security;  and 
     (iv)   the nature of the security and the nature of the marketplace trades.

Municipal Bond Insurance (High Grade)

     The Fund may  purchase  two  types of  municipal  bond  insurance  policies
("Policies")  issued by  municipal  bond  insurers.  One type of  Policy  covers
certain  municipal  securities  only  during the period in which they are in the
Fund's  portfolio.  In the event  that a  municipal  security  covered by such a
Policy is sold by the Fund,  the insurer of the  relevant  Policy will be liable
only for those  payments of interest and principal  which are then due and owing
at the time of sale.

     The other type of Policy covers  municipal  securities  not only while they
remain in the Fund's portfolio but also until their final maturity, even if they
are sold out of the Fund's  portfolio,  so that the  coverage  may  benefit  all
subsequent holders of those

                                                                             -6-

<PAGE>



municipal  securities.  The Fund will obtain  insurance  which covers  municipal
securities  until  final  maturity  even  after  they are sold out of the Fund's
portfolio  only if, in the judgment of the  investment  adviser,  the Fund would
receive net proceeds from the sale of those securities, after deducting the cost
of such  permanent  insurance and related fees,  significantly  in excess of the
proceeds  it would  receive  if such  municipal  securities  were  sold  without
insurance.  Payments received from municipal bond insurers may not be tax-exempt
income to shareholders of the Fund.

     Depending upon the  characteristics  of the municipal  security held by the
Fund, the annual  premiums for the Policies are estimated to range from 0.10% to
0.25% of the value of the municipal securities covered under the Policies,  with
an average annul premium rate of approximately 0.175%.

     The Fund may purchase  Policies from  Municipal  Bond  Investors  Assurance
Corp.  ("MBIA"),  AMBAC  Indemnity  Corporation  ("AMBAC"),  Financial  Guaranty
Insurance Company  ("FGIC"),  each as described under "Municipal Bond Insurers",
or any other  municipal bond insurer which is rated at least Aa by Moody's or AA
by S&P.  Each Policy  guarantees  the payment of principal and interest on those
municipal  securities  it  insures.  The  Policies  will  have the same  general
characteristics and features. A municipal security will be eligible for coverage
if it meets certain requirements set forth in a Policy. In the event interest or
principal  on an insured  municipal  security is not paid when due,  the insurer
covering  the security  will be obligated  under its Policy to make such payment
not  later  than 30 days  after  it has been  notified  by the  Fund  that  such
non-payment has occurred.

     MBIA,  AMBAC,  and FGIC will not have the  right to  withdraw  coverage  on
securities  insured by their Policies so long as such  securities  remain in the
Fund's  portfolio,  nor may MBIA,  AMBAC,  or FGIC cancel their Policies for any
reason  except  failure to pay premiums  when due.  MBIA,  AMBAC,  and FGIC will
reserve the right at any time upon 90 days' written notice to the Fund to refuse
to insure any additional  municipal  securities  purchased by the Fund after the
effective date of such notice.  The Trustees will reserve the right to terminate
any of the Policies if it determines that the benefits to the Fund of having its
portfolio insured under such Policy are not justified by the expense involved.

     Additionally,  the Trustees  reserve the right to enter into contracts with
insurance  carriers other than MBIA,  AMBAC, or FGIC, if such carriers are rated
Aaa by Moody's or AAA by S&P.

     Under the Policies,  municipal bond insurers  unconditionally  guarantee to
the Fund the timely  payment of principal and interest on the insured  municipal
securities  when and as such payments  shall become due but shall not be paid by
the issuer,  except that in the event of any acceleration of the due date of the
principal by reason of mandatory or optional redemption (other than acceleration
by reason of  mandatory  sinking  fund  payments),  default  or  otherwise,  the
payments  guaranteed  will be made in such amounts and at such times as payments
of  principal  would  have been due had there  not been such  acceleration.  The
municipal bond insurers will be  responsible  for such payments less any amounts
received by the Fund from any trustee for the municipal bond holders or from any
other source. The Policies do not guarantee payment on an accelerated basis, the
payment of any  redemption  premium,  the value for the  Shares of the Fund,  or
payments  of any  tender  purchase  price  upon  the  tender  of  the  municipal
securities.  The Policies also do not insure against  nonpayment of principal of
or interest on the securities  resulting from the insolvency,  negligence or any
other act or omission of the trustee or other paying  agent for the  securities.
However, with respect to small issue industrial  development municipal bonds and
pollution control revenue municipal bonds covered by the Policies, the municipal
bond insurers guarantee the full and complete payments required to be made by or
on behalf of an issuer of such  municipal  securities if there occurs any change
in the  tax-exempt  status of interest on such municipal  securities,  including
principal, interest or premium payments, if any, as and when required to be made
by or on  behalf  of  the  issuer  pursuant  to  the  terms  of  such  municipal
securities.  A when-issued municipal security will be covered under the Policies
upon the  settlement  date of the original issue of such  when-issued  municipal
securities.  In determining  whether to insure municipal  securities held by the
Fund, each municipal bond insurer has applied its own standard, when corresponds
generally to the standards it has established  for determining the  insurability
of new issues of  municipal  securities.  This  insurance  is intended to reduce
financial risk, but the cost thereof and

                                                                             -7-

<PAGE>



compliance  with  investment  restrictions  imposed under the Policies and these
guidelines will reduce the yield to shareholders of the Fund.

     If a Policy  terminates as to municipal  securities sold by the Fund on the
date of sale,  in which event  municipal  bond  insurers will be liable only for
those  payments  of  principal  and  interest  that are then due and owing,  the
provision for insurance will not enhance the marketability of securities held by
the Fund, whether or not the securities are in default or subject to significant
risk of default,  unless the option to obtain permanent  insurance is exercised.
On the other hand, since issuer-obtained insurance will remain in effect as long
as the insured municipal securities are outstanding,  such insurance may enhance
the marketability of municipal securities covered thereby, but the exact effect,
if any, on  marketability  cannot be estimated.  The Fund  generally  intends to
retain any  securities  that are in default  or subject to  significant  risk of
default  and to  place a value  on the  insurance,  which  ordinary  will be the
difference  between the market  value of the  defaulted  security and the market
value of similar  securities of minimum high grade (i.e.,  rated A by Moody's or
S&P)  that are not in  default.  To the  extent  that the Fund  holds  defaulted
securities,  it may be limited in its  ability to manage its  investment  and to
purchase other municipal  securities.  Except as described above with respect to
securities  that are in default or subject to significant  risk of default,  the
Fund  will not  place  any  value on the  insurance  in  valuing  the  municipal
securities that it holds.

Municipal Bond Insurers (High Grade)

     Municipal  bond  insurance  may be provided by one or more of the following
insurers  or any  other  municipal  bond  insurer  which is rated at least Aa by
Moody's or AA by S&P.

Municipal Bond Investors Assurance Corp. (High Grade)

     Municipal Bond Investors  Assurance  Corp. is a wholly-owned  subsidiary of
MBIA, Inc., a Connecticut  insurance  company,  which is owned by AEtna Life and
Casualty,  Credit Local DeFrance CAECL, S.A., The Fund American  Companies,  and
the  public.  The  investors  of  MBIA,  Inc.,  are  not  obligated  to pay  the
obligations of MBIA.  MBIA,  domiciled in New York, is regulated by the New York
State Insurance  Department and licensed to do business in various  states.  The
address of MBIA is 113 King Street,  Armonk,  New York, 10504, and its telephone
number is (914) 273-4345. S&P has rated the claims-paying ability of MBIA AAA.

AMBAC Indemnity Corporation (High Grade)

     AMBAC  Indemnity  Corporation  is  a  Wisconsin-domiciled  stock  insurance
company,  regulated by the Insurance Department of Wisconsin, and licensed to do
business in various states. AMBAC is a wholly-owned subsidiary of AMBAC, Inc., a
financial  holding  company  which is owned by the  public.  Copies  of  certain
statutorily required filings of AMBAC can be obtained from AMBAC. The address of
AMBAC's  administrative offices is One State Street Plaza, 17th Floor, New York,
New York, 10004, and its telephone number is (212) 668-0340.
S&P has rated the claims-paying ability of AMBAC AAA.

Financial Guaranty Insurance Company (High Grade)

     Financial Guaranty  Insurance Company is a wholly-owned  subsidiary of FGIC
corporation,  a Delaware  holding  company.  FGIC Corporation is wholly-owned by
General Electric Capital Corporation.  The investors of FGIC Corporation are not
obligated  to  pay  the  debts  of or the  claims  against  Financial  Guaranty.
Financial  Guaranty is subject to regulation by the state of New York  Insurance
Department  and is licensed to do  business  in various  states.  The address of
Financial Guaranty is 115 Broadway, New York, New York, 10006, and its telephone
number is (212) 312-3000.  S&P has rated the claims-paying  ability of Financial
Guaranty AAA.


Municipal Bonds

     The  two  principal   classifications   of  municipal  bonds  are  "general
obligation" bonds and "revenue bonds".  General  obligation bonds are secured by
the issuer's pledge of its full faith, credit and unlimited taxing power for the
payment of principal and interest. Revenue or special tax bonds are payable only
from the revenues derived from a particular

                                                                             -8-

<PAGE>



facility  or class of  facilities  or  projects  or,  in a few  cases,  from the
proceeds of a special excise or other tax, but are not supported by the issuer's
power to levy general taxes. There are, of course, variations in the security of
municipal   bonds,   both  within  a  particular   classification   and  between
classifications,  depending on numerous  factors.  The yields of municipal bonds
depend  on,  among  other  things,  general  money  market  conditions,  general
conditions  of the municipal  bond market,  size of a particular  offering,  the
maturity of the obligations and rating of the issue.

     Since the Fund may invest in industrial  development  bonds,  the Funds may
not be  appropriate  investment for entities  which are  "substantial  users" of
facilities  financed by  industrial  development  bonds or for investors who are
"related persons". Generally, an individual will not be a "related person" under
the Code  unless such  investors  or his  immediate  family  (spouse,  brothers,
sisters and lineal descendants) own directly or indirectly in the aggregate more
than 50 percent of the value of the equity of a corporation or partnership which
is a  "substantial  user" of a facility  financed from  proceeds of  "industrial
development bonds". A "substantial user" of such facilities is defined generally
as a "non-exempt  person who regularly uses a part of a facility"  financed from
the proceeds of industrial development bonds.

     As set forth in the  Prospectus,  the Code  establishes  new unified volume
caps for most "private purpose" municipal bonds (such as industrial  development
bonds and  obligations  to  finance  low-interest  mortgages  on  owner-occupied
housing and student  loans).  The unified  volume cap is not  expected to affect
adversely the availability of Municipal Obligations for investment by the Funds;
however,  it is possible that  proposals will be introduced  before  Congress to
further  restrict or eliminate the federal  income tax exemption for interest on
Municipal  Obligations.  Any such proposals,  if enacted, could adversely affect
the availability of municipal bonds for investment by the Funds and the value of
each  Fund's  portfolio  might be  affected.  In that  event,  each  Fund  might
reevaluate its investment policies and restrictions and consider recommending to
its shareholders changes in both.

                               INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

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

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

 .........None     of    Florida    High    Income,     Short-Intermediate     or
Short-Intermediate-CA  may invest more than 5% of its total assets,  at the time
of the  investment in question,  in the  securities of any one issuer other than
the U.S. government and its agencies or instrumentalities, except that up to 25%
of the value of each Fund's total assets may be invested  without regard to such
5%  limitation.  For  this  purpose  each  political  subdivision,   agency,  or
instrumentality  and each multi-state  agency of which a state is a member,  and
each public authority which issues  industrial  development bonds on behalf of a
private  entity,  will be  regarded  as a separate  issuer for  determining  the
diversification of each Fund's portfolio.

     With respect to 75% of the value of its total  assets,  High Grade will not
purchase securities of any one issuer (other than cash, cash items or securities
issued or guaranteed by the U.S. government,  its agencies or instrumentalities)
if as a result more than 5% of the value of its total  assets  would be invested
in the securities of that issuer.

                                                                             -9-

<PAGE>




     Under this limitation, each governmental subdivision,  including states and
the District of Columbia,  territories,  possessions  of the United  States,  or
their  political  subdivisions,  agencies,  authorities,  instrumentalities,  or
similar  entities,  will be  considered  a  separate  issuer if its  assets  and
revenues are separate  from those of the  governmental  body creating it and the
security is backed only by its own assets and revenues.

     Industrial  development bonds,  backed only by the assets and revenues of a
nongovernmental  issuer,  are considered to be issued solely by that issuer. If,
in the case of an industrial development bond or governmental-issued security, a
governmental  or other entity  guarantees the security,  such guarantee would be
considered  a separate  security  issued by the  guarantor  as well as the other
issuer,  subject to limited  exclusions allowed by the Investment Company Act of
1940.

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

 .........Short-Intermediate-CA, Florida High Income*, and Short-Intermediate may
not purchase more than 10% of any class of securities  (voting securities in the
case of Florida  High  Income* and  Short-Intermediate)  of any one issuer other
than the U.S. government and its agencies or instrumentalities.

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

 .........None     of    Florida    High    Income,     Short-Intermediate     or
Short-Intermediate-CA  may invest in  companies  for the  purpose of  exercising
control or management.

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

 .........None of Florida Municipal Bond,  Georgia Municipal Bond, North Carolina
Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond, Florida
High  Income*,  High  Grade,  Short-Intermediate  or  Short-Intermediate-CA  may
purchase securities on margin,  except that each Fund may obtain such short-term
credits as may be  necessary  for the  clearance of  transactions.  A deposit or
payment by a Fund of initial or variation  margin in connection  with  financial
futures contracts or related options transactions is not considered the purchase
of a security on margin.

5........Unseasoned Issuers

 .........None  of  Florida  Municipal  Bond*,  Georgia  Municipal  Bond*,  North
Carolina  Municipal Bond*,  South Carolina  Municipal Bond*,  Virginia Municipal
Bond* or High Grade* will invest more than 5% of its total assets in  industrial
development bonds (and, in the case of High Grade,  other municipal  securities)
where the  principal  and  interest  are the  responsibility  of  companies  (or
guarantors,   where  applicable)  with  less  than  three  years  of  continuous
operations, including the operation of any predecessor.

 .........None    of    Florida    High    Income*,     Short-Intermediate     or
Short-Intermediate-CA  may invest more than 5% of its total assets in securities
of  unseasoned   issuers   (taxable   securities   of  unseasoned   issuers  for
Short-Intermediate  and  Short-Intermediate-CA)  that  have  been in  continuous
operation  for less than  three  years,  including  operating  periods  of their
predecessors,  except that no such limitation shall apply to the extent that (i)
each Fund may invest in obligations issued or guaranteed by the U.S.  government
and   its   agencies   or   instrumentalities,   (ii)   Short-Intermediate   and
Short-Intermediate-CA may invest in municipal securities, and (iii) Florida High
Income* may invest in municipal bonds.

6........Underwriting

 .........None of Florida Municipal Bond,  Georgia Municipal Bond, North Carolina
Municipal Bond,  South Carolina  Municipal Bond,  Virginia  Municipal Bond, High
Grade  Florida High Income*,  Short-Intermediate  or  Short-Intermediate-CA  may
engage in the business of underwriting the securities of other issuers, provided
that the  purchase  of  municipal  securities  or other  permitted  investments,
directly from the issuer thereof (or from an underwriter  for an issuer) and the
later  disposition  of such  securities in accordance  with a Fund's  investment
program shall not be deemed to be an underwriting.


                                                                            -10-

<PAGE>



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

 .........Neither     Florida     High     Income,     Short-Intermediate     nor
Short-Intermediate-CA  may purchase,  sell or invest in interests in oil, gas or
other mineral exploration or development programs.

 .........Florida  Municipal  Bond*,  Georgia  Municipal  Bond*,  North  Carolina
Municipal Bond*,  South Carolina  Municipal Bond*,  Virginia Municipal Bond*, or
High Grade will not  purchase  interests  in or sell oil,  gas or other  mineral
exploration  or development  programs or leases,  although they may purchase the
securities of issuers which invest in or sponsor such programs.

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

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

 .........Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal Bond,  South Carolina  Municipal Bond,  Virginia  Municipal Bond, High
Grade and Florida  High Income will not purchase  securities  if, as a result of
such purchase, 25% or more of the value of its total assets would be invested in
any one industry,  or in industrial  development bonds or other securities,  the
interest upon which is paid from revenues of similar types of projects. However,
the Fund may invest as temporary  investments  more than 25% of the value of its
assets  in cash or cash  items,  securities  issued  or  guaranteed  by the U.S.
government, its agencies or instrumentalities,  or instruments secured by theses
money market instruments, such as repurchase agreements.

9........Warrants

 .........None    of    Florida    High    Income*,     Short-Intermediate     or
Short-Intermediate-CA  may  invest  more  than 5% of its  total  net  assets  in
warrants,  and, of this amount,  no more than 2% of each Fund's total net assets
may be  invested  in  warrants  that are listed on neither  the New York nor the
American Stock Exchange.

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

 .........None  of  Florida  Municipal  Bond*,  Georgia  Municipal  Bond*,  North
Carolina  Municipal Bond*,  South Carolina  Municipal Bond*,  Virginia Municipal
Bond*,   High   Grade*,    Florida   High   Income*,    Short-Intermediate    or
Short-Intermediate-CA may purchase or retain the securities of any issuer if (i)
one  or  more  officers  or  Trustees  of  a  Fund  or  its  investment  adviser
individually owns or would own, directly or beneficially, more than 1/2 of 1% of
the securities of such issuer,  and (ii) in the  aggregate,  such persons own or
would own, directly or beneficially, more than 5% of such securities.

11.......Short Sales

 .........High  Grade and  Florida  High  Income*  will not make  short  sales of
securities  or  maintain  a short  position,  unless at all  times  when a short
position is open a Fund owns an equal amount of such securities or of securities
which,  without payment of any further  consideration  are  convertible  into or
exchangeable  for  securities  of the same issue as, and equal in amount to, the
securities  sold  short.  The use of short  sales will allow the Funds to retain
certain bonds in their  portfolios  longer than it would without such sales.  To
the extent that a Fund receives the current income  produced by such bonds for a
longer  period  than it  might  otherwise,  a  Fund's  investment  objective  is
furthered.

 .........Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal  Bond,  South  Carolina  Municipal  Bond,   Virginia  Municipal  Bond,
Short-Intermediate and Short- Intermediate-CA will not sell any securities short
or maintain a short position.


                                                                            -11-

<PAGE>



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

 .........None     of    Florida    High    Income,     Short-Intermediate     or
Short-Intermediate-CA  may lend its funds to other  persons,  provided that each
Fund may purchase issues of debt securities,  acquire privately negotiated loans
made to municipal borrowers and enter into repurchase agreements.

 .........Neither  Florida  High  Income*  nor  Short-Intermediate  may  lend its
portfolio  securities,  unless the  borrower  is a broker,  dealer or  financial
institution  that pledges and maintains  collateral  with the Fund consisting of
cash or securities issued or guaranteed by the U.S. government having a value at
all  times  not  less  than  100% of the  current  market  value  of the  loaned
securities,  including accrued  interest,  provided that the aggregate amount of
such loans shall not exceed 30% of the Fund's total assets.

 .........Short-Intermediate-CA may not lend its portfolio securities, unless the
borrower is a broker, dealer or financial institution that pledges and maintains
collateral  with the Fund  consisting  of cash,  letters of credit or securities
issued or guaranteed by the U.S. government having a value at all times not less
than  100% of the  current  market  value of the  loaned  securities,  including
accrued  interest,  provided that the  aggregate  amount of such loans shall not
exceed 30% of the Fund's total assets.

 .........Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal Bond, South Carolina  Municipal Bond and Virginia  Municipal Bond will
not lend any of their assets, except portfolio securities up to one-third of the
value of their  total  assets.  Each  Fund may,  however,  acquire  publicly  or
non-publicly  issued  municipal  bonds or  temporary  investments  or enter into
repurchase agreements in accordance with its investment objective,  policies and
limitations or the Declaration of Trust.

 .........High  Grade will not lend any of its assets except that it may purchase
or hold money market instruments,  including repurchase  agreements and variable
amount demand master notes in accordance with its investment objective, policies
and limitations and it may lend portfolio securities valued at not more than 15%
of its total assets to broker-dealers.

13.......Commodities

 .........Florida  High  Income*  may not  purchase,  sell or invest in  physical
commodities  unless  acquired as a result of  ownership of  securities  or other
instruments  (but this shall not  prevent  the Fund from  purchasing  or selling
options  and  futures  contracts  or  from  investing  in  securities  or  other
instruments backed by physical commodities).

 .........Neither Short-Intermediate nor Short-Intermediate-CA may purchase, sell
or invest in commodities, commodity contracts or financial futures contracts.

 .........High Grade will not purchase or sell commodities or commodity 
contracts.

 .........Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal Bond, South Carolina  Municipal Bond and Virginia  Municipal Bond will
not purchase or sell commodities.  However,  each Fund may purchase put and call
options on portfolio securities and on financial futures contracts. In addition,
each Fund reserves the right to hedge its  portfolio by entering into  financial
futures contracts and to sell puts and calls on financial futures contracts.

14.......Real Estate

 .........Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal Bond, South Carolina  Municipal Bond and Virginia  Municipal Bond will
not buy or sell real estate,  including limited partnership interests,  although
each Fund may invest in municipal  bonds  secured by real estate or interests in
real estate.

 .........Florida High Income* may not purchase, sell or invest in real estate or
interests  in real  estate,  except  that it may  purchase,  sell or  invest  in
marketable  securities  of  companies  holding  real estate or interests in real
estate, including real estate investment trusts.

                                                                            -12-

<PAGE>




 .........High Grade will not buy or sell real estate,  although it may invest in
securities  of companies  whose  business  involves the purchase or sale of real
estate or in  securities  which are secured by real estate or  interests in real
estate.


 .........Neither Short-Intermediate nor Short-Intermediate-CA may purchase, sell
or invest in real estate or interests in real estate,  except that each Fund may
purchase  municipal  securities and other debt securities secured by real estate
or interests therein.

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

 .........Neither  Short-Intermediate nor  Short-Intermediate-CA nor Florida High
Income  may  borrow  money,  issue  senior  securities  or  enter  into  reverse
repurchase  agreements,  except for temporary or emergency purposes, and not for
leveraging, and then in amounts not in excess of 10% of the value of each Fund's
total assets at the time of such borrowing;  or mortgage,  pledge or hypothecate
any assets  except in connection  with any such  borrowing and in amounts not in
excess of the lesser of the dollar amounts  borrowed or 10% of the value of each
Fund's   total   assets   at  the  time  of  such   borrowing,   provided   that
Short-Intermediate and Short-Intermediate-CA will not purchase any securities at
any  time  when  borrowings,   including  reverse  repurchase  agreements,   are
outstanding.  No Fund will enter into reverse repurchase agreements exceeding 5%
of the value of its total assets.

 .........Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond and High
Grade  will not issue  senior  securities,  except  each Fund may  borrow  money
directly or through  reverse  repurchase  agreement  as a temporary  measure for
extraordinary or emergency purposes in an amount up to one-third of the value of
its total assets,  including the amount  borrowed,  in order to meet  redemption
requests without  immediately selling portfolio  instruments;  and except to the
extent a Fund will enter into futures contracts. Any such borrowings need not be
collateralized.  No Fund will purchase any securities while borrowings in excess
of 5% of its total assets are  outstanding.  No Fund will borrow money or engage
in reverse  repurchase  agreements for  investment  leverage  purposes.  None of
Florida  Municipal  Bond*,  Georgia  Municipal Bond*,  North Carolina  Municipal
Bond*,  South Carolina  Municipal Bond*,  Virginia Municipal Bond* or High Grade
will  mortgage,  pledge or  hypothecate  any assets  except to secure  permitted
borrowings.  In those cases,  High Grade may pledge assets having a market value
not exceeding the lesser of the dollar  amounts  borrowed or 15% of the value of
total assets at the time of borrowing. Margin deposits for the purchase and sale
of financial futures contracts and related options and segregation or collateral
arrangements  made in  connection  with options  activities  and the purchase of
securities on a when-issued basis are not deemed to be a pledge.

16.......Joint Trading

 .........Florida High Income may not participate on a joint or joint and several
basis in any trading account in any securities. (The "bunching of orders for the
purchase or sale of portfolio securities with its investment adviser or accounts
under its management to reduce  brokerage  commissions,  to average prices among
them or to facilitate  such  transactions is not considered a trading account in
securities for purposes of this restriction).

17.......Options

 .........Neither   Short-Intermediate  nor   Short-Intermediate-CA   may  write,
purchase or sell put or call options, or combinations thereof,  except that each
Fund may  purchase  securities  with rights to put  securities  to the seller in
accordance with its investment program.

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

 .........Florida  Municipal  Bond*,  Georgia  Municipal  Bond*,  North  Carolina
Municipal Bond*,  South Carolina  Municipal Bond*,  Virginia Municipal Bond* and
High Grade will purchase securities of investment  companies only in open-market
transactions   involving   customary  broker's   commissions.   However,   these
limitations  are not  applicable  if the  securities  are  acquired in a merger,
consolidation  or  acquisition  of assets.  It should be noted  that  investment
companies  incur  certain  expenses  such as  management  fees and therefore any
investment by a Fund in shares of another investment company would be subject to
such duplicate expenses.

                                                                            -13-

<PAGE>





 .........Florida High Income*,  Short-Intermediate*  and  Short-Intermediate-CA*
may not purchase the  securities of other  investment  companies,  except to the
extent such purchases are not prohibited by applicable law.

19.......Restricted Securities

 .........High  Grade  will not  invest  more  than 10% of its  total  assets  in
securities subject to restrictions on resale under the Federal securities laws.

20.......Investment in Municipal Securities

 .........Neither  Short-Intermediate nor  Short-Intermediate-CA  may invest more
than  20% of its  total  assets  in  securities  other  than,  in  the  case  of
Short-Intermediate,    municipal    securities,    and    in   the    case    of
Short-Intermediate-CA,  California  municipal  securities  (as  described  under
"Description  of the Funds - Investment  Objective  and  Policies" in the Funds'
Prospectus),   unless  extraordinary  circumstances  dictate  a  more  defensive
posture.

 .........Florida  High Income will invest,  under normal market  conditions,  at
least 80% of its net  assets in  municipal  securities  and at least 90% of such
assets will be invested in Florida obligations.

                            NON FUNDAMENTAL OPERATING POLICIES

 .........Certain  Funds  have  adopted  additional   non-fundamental   operating
policies.  Operating  policies may be changed by the Board of Trustees without a
shareholder vote.

1........Securities Issued by Government Units; Industrial Development Bonds

 .........Short-Intermediate  has  determined  not to invest more than 25% of its
total assets (i) in securities  issued by governmental  units located in any one
state,  territory or possession of the United States (but this  limitation  does
not  apply to  project  notes  backed by the full  faith and  credit of the U.S.
Government) or (ii) industrial  development  bonds not backed by bank letters of
credit.  In addition,  Short-Intermediate-CA  has  determined not to invest more
than 25% of its total assets in industrial  development bonds not backed by bank
letters of credit.

2........Illiquid Securities.

 .........Florida  Municipal  Bond*,  Georgia  Municipal  Bond*,  North  Carolina
Municipal Bond*, South Carolina Municipal Bond*,  Virginia Municipal Bond*, High
Grade,  Short-Intermediate* and  Short-Intermediate-CA* may not invest more than
15% (10% in the case of High Grade) of their net assets in  illiquid  securities
and other  securities  which are not readily  marketable,  including  repurchase
agreements  which  have a maturity  of longer  than seven  days,  but  excluding
certain securities and municipal leases determined by the Trustees to be liquid.

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

 ...........Each  of  Short-Intermediate  and  Short-Intermediate-CA   interprets
fundamental  investment  restriction 7 to prohibit  investments  in oil, gas and
mineral leases.

 ...........Each  of  Short-Intermediate  and  Short-Intermediate-CA   interprets
fundamental  investment  restriction  14 to prohibit  investment  in real estate
limited partnerships which are not readily marketable.

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

                                                                            -14-

<PAGE>




     The Funds (other than Short-Intermediate, Short-Intermediate-CA and Florida
High  Income)  have no present  intention  to borrow  money or invest in reverse
repurchase  agreements  in excess of 5% of the value of their net assets  during
the  coming  fiscal  year.  The Funds did not  invest  more than 5% of their net
assets in securities of other investment  companies in the last fiscal year, and
have no present intent to do so during the coming year.

     For  purposes  of  their  policies  and  limitations,  the  Funds  consider
certificates  of deposit and demand and time deposits issued by a U.S. branch of
a domestic  bank or savings  and loan having  capital,  surplus,  and  undivided
profits in excess of $100,000,000 at the time of investment to be "cash items".

 .........High  Grade does not intend to invest more than 25% of the value of its
assets in any issuer in a single state.

                                        MANAGEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                            -15-

<PAGE>




- --------

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

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

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

Name of Trust/Fund                              Annual Retainer   Meeting Fee

Evergreen Municipal Trust -                     4,000**
  Florida High Income                                               100
  Short-Intermediate                                                100
  Short-Intermediate-CA                                             100

Evergreen Investment Trust -                    9,000**           1,500**
  Florida Municipal Bond                        
  Georgia Municipal Bond                        
  North Carolina Municipal Bond                 
  South Carolina Municipal Bond                 
  Virginia Municipal Bond                       
  High Grade                                    
- ------------------------
* Allocated among the Evergreen Money Market Fund, which is not a series fund,
and Evergreen Municipal Trust which offers four investment series, the Evergreen
Tax Exempt Money Market Fund, Evergreen Short-Intermediate Municipal Fund,  
Evergreen Short-Intermediate Fund-CA, and Evergreen National Tax-Free Fund.

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

         Set forth below for each of the Trustees is the aggregate  compensation
paid to such Trustees by each Trust for the fiscal year ended  December 31, 1994
(fiscal    year   ended   August   31,   1994   for    Short-Intermediate    and
Short-Intermediate-CA and April 30, 1995 for Florida High Income).


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

Laurence Ashkin            $1,489                             $29,800

Foster Bam                  1,489                              29,850

James S. Howell               494            $14,900           26,900

Robert J.
 Jeffries                   1,489                              29,800

Gerald M.

                                                                            -16-

<PAGE>



 McDonnell                    694             11,900           26,100

Thomas L.
 McVerry                      694             11,900           26,150

William Walt
 Pettit                       694             11,900           26,100

Russell A.
 Salton, III, M.D.            694             11,900           26,100

Michael S.
 Scofield                     694             11,700           25,650

* Florida  High Income  commenced  operations  on June 30, 1995 and,  therefore,
compensation with regard to such Fund is not included in this table.

** Formerly known as First Union Funds.

         The number and percent of  outstanding  shares of of each Fund owned by
officers and Trustees as a group on June 15, 1995, is as follows:

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

Florida Municipal Bond            -0-                  -0-
Georgia Municipal Bond            -0-                  -0-
North Carolina Municipal Bond     -0-                  -0-
South Carolina Municipal Bond     -0-                  -0-
Virginia Municipal Bond           -0-                  -0-
Florida High Income               -0-                  -0-
High Grade                      457,268 - Class Y     17.40%
Short-Intermediate               98,659 - Class Y      2.40%
Short-Intermediate-CA             -0-                  -0-


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


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

First Union National Bank            North Carolina
Trust Accounts                       Municipal Bond/Y     80,095   86.09%/13.64%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank            North Carolina
Trust Accounts                       Municipal Bond/Y     12,932    13.90%/2.22%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001


Fubs & Co. Febo                      South Carolina
7RK0124218                           Municipal Bond/A     16,326    29.21%/3.80%
Thomas B. Carr and
Louise R. Carr
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

                                                                           -17-

<PAGE>




Fubs & Co. Febo                      South Carolina
Charles Dean Turner                  Municipal Bond/A      5,559     9.95%/1.32%
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      South Carolina
Mildred R. Robards                   Municipal Bond/A      5,484     9.76%/1.27%
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      South Carolina
Warren A. Ransom, Jr.                Municipal Bond/A      5,057     9.05%/1.18%
Laurie P. Ransom
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      South Carolina
Virginia S. Herring                  Municipal Bond/A      4,064      7.27%/.95%
Oren L. Herring, Jr. JTWROS
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      South Carolina
Joan B. Sawyer                       Municipal Bond/A      3,917      7.01%/.91%
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      South Carolina
First Union National Bank-           Municipal Bond/A      3,139      5.62%/.73%
SC F/B/O
David Edmiston Loan Acct
Attn: Loan Officer
C/O First Union National Bank
301 S Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      South Carolina
Ruby B. Motsinger                    Municipal Bond/B     25,356     7.34%/6.13%
Joseph Glenn Motsinger
Melvin L. Motsinger
Hilda M. Thompson
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank            South Carolina
Trust Accounts                       Municipal Bond/B     27,447    99.96%/6.38%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

Duff M. Green                        Virginia
638 Kings Highway                    Municipal Bond/A     21,170    10.14%/2.71%
Fredrickburg, VA  22405-3156

Fubs & Co. Febo                      Virginia
Judith Z. Watson                     Municipal Bond/A     12,196     5.84%/1.56%
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      Virginia
Howard S. Barger                     Municipal Bond/A     10,968     5.26%/1.41%

Dorothy M. Barger
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                      Virginia
Earl Wilson Watts, Jr., M.D.         Municipal Bond/A     10,516     5.04%/1.35%
and Barbara A. Watts
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

                                                                           -18-

<PAGE>




Fubs & Co. Febo                    Virginia
Harry S. Williams                  Municipal Bond/B     27,125     5.32%/3.48%
Patsy Williams
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank          Virginia
Trust Accounts                     Municipal Bond/Y     33,900    55.30%/4.35%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank          Virginia
Trust Accounts                     Municipal Bond/Y     27,395    44.69%/3.51%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                    Florida
Lisa L. Speer Trust                Municipal Bond/A     58,750     6.75%/1.50%
Richard W. Baker Trustee
UAD 12/21/90 C/O First Union
National  Bank 
301 S. Tryon  Street  
Charlotte,  NC 28288-0001

First Union National Bank           Florida
Trust Accounts                      Municipal Bond/Y     279,801    84.42%/7.17%

Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank           Florida
Trust Accounts                      Municipal Bond/Y      51,623    15.58%/1.32%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                     Georgia
Samuel A. Barber                    Municipal Bond/A     14,516     7.00%/1.40%
Velma H. Barber
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                     Georgia
Mrs. Ralph Marlet                   Municipal Bond/A     12,793     6.13%/1.23%
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank           Georgia
Trust Accounts                      Municipal Bond/Y     31,394    75.12%/3.02%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank           Georgia
Trust Accounts                      Municipal Bond/Y     10,388    24.86%/1.00%
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                     High Grade/A         24,437     7.34%/1.39%
John A. Ptacek Trust
John A. Ptacek TTEE
U/A/D  09/10/91 
C/O First Union National Bank 
301 S. Tryon Street  
Charlotte,  NC 28288-0001

Fubs & Co. Febo                     High Grade/A        245,558    73.76%/3.90%
Kenneth G. May
Phyllis E. May JT TEN
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001


                                                                           -19-

<PAGE>




Fubs & Co. Febo                     High Grade/B         22,559     9.52%/1.36%
John Rullan and
Rose Rullan
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                     High Grade/B         12,831     5.41%/1.20%
Alvin W. Morland and
Gretchen B. Morland
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                     High Grade/B         19,704     8.31%/1.31%
Alma Harrison
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                     High Grade/B         24,605    10.38%/1.39%
James C. Smith
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank           High Grade/Y        423,880    90.14%/6.72%
Trust Accounts                   
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

First Union National Bank           High Grade/Y         48,358      9.86%/.74%
Trust Accounts                    
Attn: Ginny Batten
11th Floor CMG-1151
301 S. Tryon Street
Charlotte, NC  28288-0001

Foster & Foster                     High Grade/Y        424,877   19.64%/16.74%
P.O. Box 1669
Greenwich, CT  06836-1669

Alden R. Carlson                    High Grade/Y        120,950     5.59%/1.92%
Marilyn M. Carlson JT TEN
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                   Short-Intermediate/A   102,468   17.92%/11.95%
Manuel Garcia and
Adeline Garcia
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                   Short-Intermediate/A    49,212      8.61%/.94%
International Gem Society Inc.
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. Febo                   Short-Intermediate/A   250,305    43.77%/4.77%
First Union National Bank-
FL F/B/O
International Gem Society Inc
Att: Susan Weiner
"Loan Account"
C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Fubs & Co. FBO                    Short-Intermediate/B    35,470      6.31%/.68%
Mark E. Smith
Melissa A. Smith JT TEN

                                                                           -20-

<PAGE>




C/O First Union National Bank
301 S. Tryon Street
Charlotte, NC  28288-0001

Stephen A. Lieber                 Short-Intermediate-CA/Y     1          100%/0%
C/O Lieber & Co.
2500 Westchester Avenue
Purchase, NY  10577

Stephen A. Lieber                 Short-Intermediate-CA/Y     1          100%/0%
C/O Lieber & Co.
2500 Westchester Avenue
Purchase, NY  10577



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

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

         On June 30,  1994,  Evergreen  Asset and Lieber and Company  ("Lieber")
were  acquired by First Union  through  certain of its  subsidiaries.  Evergreen
Asset was acquired by FUNB, a  wholly-owned  subsidiary  (except for  directors'
qualifying  shares) of First Union, by merger into EAMC  Corporation  ("EAMC") a
wholly-owned  subsidiary of FUNB.  EAMC then assumed the name  "Evergreen  Asset
Management   Corp."  and   succeeded  to  the   business  of  Evergreen   Asset.
Contemporaneously with the succession of EAMC to the business of Evergreen Asset
and its  assumption  of the name  "Evergreen  Asset  Management  Corp.",  Short-
Intermediate and  Short-Intermediate-CA  entered into a new investment  advisory
agreement  with EAMC and into a  distribution  agreement  with  Evergreen  Funds
Distributor, Inc. (the "Distributor"), a subsidiary of Furman Selz Incorporated.
At that time,  EAMC also entered into a new  sub-advisory  agreement with Lieber
pursuant  to which  Lieber  provides  certain  services  to  Evergreen  Asset in
connection with its duties as investment adviser.

         The partnership  interests in Lieber,  a New York general  partnership,
were acquired by Lieber I Corp. and Lieber II Corp., which are both wholly-owned
subsidiaries  of FUNB.  The  business  of  Lieber  is being  continued.  The new
advisory  and  sub-advisory  agreements  were  approved by the  shareholders  of
Short-Intermediate and  Short-Intermediate-CA  at their meeting held on June 23,
1994,  and  became  effective  on June 30,  1994.  Florida  High  Income,  which
commenced  operations on June 30, 1995,  entered into an advisory agreement with
FUNB on June 30, 1995.


                                                                            -21-

<PAGE>



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

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


FLORIDA MUNICIPAL
BOND              Year Ended    Year Ended                  
                    12/31/94      12/31/93                  
Advisory Fee        $171,732       $31,835                  
                     -------        ------                  
Waiver             ($171,732)     ($31,835)                 
Net Advisory Fee           0             0                  
                   ==========    ==========                 


GEORGIA MUNICIPAL                                           
BOND               Year Ended    Year Ended                 
                     12/31/94      12/31/93                 
Advisory Fee          $36,674        $5,416                 
                      -------        ------                 
Waiver               ($36,674)      ($5,416)                
Net Advisory Fee            0             0                 
                     ========       =========               
                                                            
NORTH CAROLINA                                              
MUNICIPAL BOND     Year Ended    Year Ended
                     12/31/94      12/31/93                 
Advisory Fee         $287,040      $170,496                 
                      -------       -------                 
Waiver              ($193,158)    ($170,496)                
Net Advisory Fee      $93,882             0                 
                    ==========    ==========                
                                                            
                                                            
SOUTH CAROLINA                                              
MUNICIPAL BOND     Year Ended                               
                     12/31/94                               
Advisory Fee           $8,905
                     --------
Waiver                ($8,905)
Net Advisory Fee     $      0
                      ========


VIRGINIA
MUNICIPAL BOND     Year Ended    Year Ended
                     12/31/94      12/31/93
Advisory Fee         $24,942         $4,283
                     -------          -----
Waiver              ($24,942)       ($4,283)
Net Advisory Fee           0              0
                    ========        ========


HIGH GRADE           Year Ended   Year Ended    Year Ended              
                       12/31/94     12/31/93      12/31/92              
Advisory Fee           $599,854     $643,946      $356,258              
                        -------      -------       -------              
Waiver                 ($16,091)   ($280,300)    ($269,964)             
Net Advisory Fee       $583,763     $363,646       $86,294              
                       =========   ==========     =========             
                                                                        
                                                                        
SHORT-INTERMEDIATE   Year Ended   Year Ended     Year Ended             
                        8/31/94      8/31/93        8/31/92             
Advisory Fee           $301,565     $313,180       $135,976             
                        -------      -------        -------             
Waiver                ($150,194)   ($256,324)     ($124,013)            
Net Advisory Fee       $151,371      $56,856        $11,963             
                       ========     ========       ========             
Expense                                                                 
Reimbursement          $      0     $      0        $63,773             
                       --------      -------         ------             
                                                                        
SHORT-INTERMEDIATE-                                                     
CA                    Year Ended   Year Ended     Year Ended            
                         8/31/94      8/31/93        8/31/92            
Advisory Fee            $164,447     $158,025       $213,131            
                         -------      -------        -------            
Waiver                 ($129,952)   ($150,551)     ($170,867)           
Net Advisory Fee         $34,495       $7,474        $42,264            
                         =======      =======        ========           
Expense                                                                 
Reimbursement                  0      $44,957              0            
                         -------       ------        -------            
                                                                        
                                                                        

         Florida   Municipal  Bond,   Georgia  Municipal  Bond,  North  Carolina
Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond and High
Grade  commenced  operations  on July 2, 1993,  July 2, 1993,  January 11, 1993,
January  4,  1994,  July 2,  1993 and  February  21,  1992,  respectively,  and,
therefore,  the first  year's  figures set forth in the table above  reflect for
Florida Municipal Bond,  Georgia  Municipal Bond, North Carolina  Municipal Bond
and Virginia  Municipal Bond  investment  advisory fees paid for the period from
commencement  of  operations  through  December 31, 1993,  with respect to South
Carolina  Municipal  Bond,  December  31, 1994 and,  with respect to High Grade,
December 31, 1992.

Expense Limitations


                                                                            -22-

<PAGE>



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

         With respect to Short-Intermediate and Short-Intermediate CA, Evergreen
Asset has agreed to reimburse each Fund to the extent that the Fund's  aggregate
operating expenses (including the Adviser's fee but excluding  interest,  taxes,
brokerage commissions and extraordinary  expenses,  and, for Class A and Class C
shares Rule 12b-1  distribution  fees and  shareholder  servicing  fees payable)
exceed 1% of its average daily net assets for any fiscal year.

         The Investment Advisory Agreements are terminable,  without the payment
of any penalty,  on sixty days'  written  notice,  by a vote of the holders of a
majority of each Fund's  outstanding  shares, or by a vote of a majority of each
Trust's  Trustees  or  by  the  respective  Adviser.   The  Investment  Advisory
Agreements will automatically  terminate in the event of their assignment.  Each
Investment  Advisory  Agreement provides in substance that the Adviser shall not
be liable  for any  action  or  failure  to act in  accordance  with its  duties
thereunder in the absence of willful misfeasance,  bad faith or gross negligence
on  the  part  of the  Adviser  or of  reckless  disregard  of  its  obligations
thereunder.  The  Investment  Advisory  Agreements  with respect to Florida High
Income,  Short-Intermediate  and  Short-Intermediate-CA  were  approved  by each
Fund's  shareholders on June 23, 1994,  became effective on June 30, 1994, (June
30, 1995 with respect to Florida High Income) and will  continue in effect until
June 30,  1996,  (June  30,  1997 with  respect  to  Florida  High  Income)  and
thereafter  from  year to year  provided  that  their  continuance  is  approved
annually  by a vote of a majority  of the  Trustees  of each Trust  including  a
majority of those Trustees who are not parties  thereto or "interested  persons"
(as defined in the 1940 Act) of any such party, cast in person at a meeting duly
called  for  the  purpose  of  voting  on such  approval  or a  majority  of the
outstanding  voting shares of each Fund. With respect to Florida Municipal Bond,
Georgia Municipal Bond, North Carolina  Municipal Bond, South Carolina Municipal
Bond,  Virginia Municipal Bond and High Grade, the Investment Advisory Agreement
dated  February  28,  1985 and  amended  from time to time  thereafter  was last
approved by the Trustees of Evergreen  Investment Trust  (formerly,  First Union
Funds) on April 20, 1995 and it will  continue from year to year with respect to
each Fund provided  that such  continuance  is approved  annually by a vote of a
majority of the Trustees of Evergreen  Investment  Trust including a majority of
those Trustees who are not parties  thereto or "interested  persons" of any such
party cast in person at a meeting  duly called for the purpose of voting on such
approval or by a vote of a majority of the outstanding voting securities of each
Fund.

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

         Although the  investment  objectives of the Funds are not the same, and
their investment  decisions are made independently of each other, they rely upon
the same  resources for investment  advice and  recommendations.  Therefore,  on
occasion,  when a particular security meets the different investment  objectives
of the  various  Funds,  they  may  simultaneously  purchase  or sell  the  same
security.  This could have a detrimental effect on the price and quantity of the
security available to each Fund. If simultaneous transactions

                                                                            -23-

<PAGE>



occur,  the Adviser  attempts to allocate the  securities,  both as to price and
quantity,  in  accordance  with a  method  deemed  equitable  to each  Fund  and
consistent  with  their  different   investment   objectives.   In  some  cases,
simultaneous  purchases  or sales could have a  beneficial  effect,  in that the
ability of one Fund to  participate  in volume  transactions  may produce better
executions for that Fund.

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

         Prior to July 1, 1995, Federated  Administrative Services, a subsidiary
of Federated  Investors,  provided  legal,  accounting and other  administrative
personnel and support services to each of the portfolios of Evergreen Investment
Trust. The Trust paid a fee for such services at the following annual rate: .15%
on the first $250 million  average  daily net assets of the Trust;  .125% on the
next $250  million;  .10% on the next $250 million and .075% on assets in excess
of $250 million. For the fiscal year ended December 31, 1994, and for the period
from July 2, 1993  (commencement  of operations)  to December 31, 1993,  Florida
Municipal Bond incurred  $75,397 and $24,932,  respectively,  in  administrative
service costs, all of which were voluntarily  waived.  For the fiscal year ended
December  31,  1994,  and for the  period  from  July 2, 1993  (commencement  of
operations) to December 31, 1993,  Georgia  Municipal Bond incurred  $75,479 and
$24,931,  respectively,  in  administrative  service  costs,  all of which  were
voluntarily  waived.  For the fiscal year ended  December 31, 1994,  and for the
period from January 11, 1993  (commencement of operations) to December 31, 1993,
North Carolina  Municipal Bond incurred  $75,476 and $48,493,  respectively,  in
administrative  service  costs,  of which  $28,121 and $48,493 were  voluntarily
waived.  For the period January 3, 1994 (commencement of operations) to December
31, 1994,  South  Carolina  Municipal Bond incurred  $104,356 in  administrative
service costs,  all of which was voluntarily  waived.  For the fiscal year ended
December  31,  1994,  and for the  period  from  July 2, 1993  (commencement  of
operations) to December 31, 1993,  Virginia  Municipal Bond incurred $75,479 and
$24,931,  respectively,  in  administrative  service  costs,  all of which  were
voluntarily  waived. For the fiscal years ended December 31, 1994, 1993, and for
the period from February 21, 1992  (commencement  of operations) to December 31,
1992,  High Grade incurred  $101,004,  $112,663,  and $65,451 in  administrative
service  costs,   of  which  $0,  $0  and  $25,395  were   voluntarily   waived,
respectively.

         Commencing July 1, 1995,  Evergreen  Asset will provide  administrative
services to each of the portfolios of Evergreen Investment Trust for a fee based
on the average daily net assets of each fund administered by Evergreen Asset for
which  Evergreen  Asset or FUNB also serves as  investment  adviser,  calculated
daily and payable monthly at the following  annual rates:  .050% on the first $7
billion;  .035% on the next $3 billion;  .030% on the next $5 billion;  .020% on
the next $10  billion;  .015% on the next $5  billion;  and  .010% on  assets in
excess of $30 billion. Furman Selz Incorporated,  the parent of the Distributor,
serves as  sub-administrator  to Florida Municipal Bond, Georgia Municipal Bond,
North Carolina Municipal Bond, South Carolina Municipal Bond, Virginia Municipal
Bond and High Grade 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 FUNB 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 mutual funds  administered  by Evergreen Asset for
which Evergreen Asset or FUNB serves as investment  adviser as of March 31, 1995
were approximately $7.95 billion.

                              DISTRIBUTION PLANS

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

                                                                            -24-

<PAGE>



time permitting the Distributor to compensate  broker-dealers in connection with
the sale of such shares. In this regard the purpose and function of the combined
contingent  deferred sales charge and  distribution  services fee on the Class B
shares are the same as those of the front-end sales charge and  distribution fee
with respect to the Class A shares in that in each case the sales charge  and/or
distribution  fee provide for the  financing of the  distribution  of the Fund's
shares.

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

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

         Short-Intermediate and Short-Intermediate-CA commenced offering Class A
or B shares on January 3, 1995 and Florida High Income commenced  offering Class
A and Class B shares on June 30,  1995.  Each Plan with  respect  to such  Funds
became  effective  on December  30, 1994 (June 30, 1995 with  respect to Florida
High Income) and was initially approved by the sole shareholder of each Class of
shares of each Fund with respect to which a Plan was adopted on that date and by
the unanimous  vote of the Trustees of each Trust,  including the  disinterested
Trustees  voting  separately,  at a meeting  called for that purpose and held on
December  13, 1994 (April 20, 1995 with  respect to Florida  High  Income).  The
Distribution Agreements between each Fund and the Distributor, pursuant to which
distribution  fees are paid  under the Plans by each  Fund with  respect  to its
Class A, and Class B shares were also  approved at the  December 13, 1994 (April
20, 1995 with respect to Florida High Income)  meeting by the unanimous  vote of
the Trustees,  including the disinterested Trustees voting separately. Each Plan
and Distribution  Agreement will continue in effect for successive  twelve-month
periods  provided,  however,  that such continuance is specifically  approved at
least  annually  by the  Trustees  of each Trust or by vote of the  holders of a
majority of the  outstanding  voting  securities (as defined in the 1940 Act) of
that Class,  and, in either case, by a majority of the Trustees of the Trust who
are not parties to the Agreement or interested  persons,  as defined in the 1940
Act,  of any such party  (other  than as  Trustees of the Trust) and who have no
direct  or  indirect  financial  interest  in the  operation  of the Plan or any
agreement related thereto.

         Prior to July 7, 1995,  Federated  Securities  Corp.,  a subsidiary  of
Federated  Investors,  served as the  distributor  for Florida  Municipal  Bond,
Georgia Municipal Bond, North Carolina  Municipal Bond, South Carolina Municipal
Bond,  Virginia  Municipal  Bond and High Grade as well as other  portfolios  of
Evergreen  Investment Trust. The Distribution  Agreements  between each Fund and
the Distributor  pursuant to which distribution fees are paid under the Plans by
each Fund with respect to its Class A and Class B shares were  approved on April
20, 1995 by the  unanimous  vote of the  Trustees  including  the  disinterested
Trustees voting separately.

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

                                                                            -25-

<PAGE>



options, account designations,  and addresses; and providing such other services
as the Fund reasonably requests for its Class A and Class B shares.

         In addition to the Plans,  Florida  Municipal Bond,  Georgia  Municipal
Bond,  North Carolina  Municipal Bond, South Carolina  Municipal Bond,  Virginia
Municipal  Bond and High Grade have each  adopted a  Shareholder  Services  Plan
whereby  shareholder  servicing  agents  may  receive  fees  from  the  Fund for
providing  services  which  include,   but  are  not  limited  to,  distributing
prospectuses  and  other  information,  providing  shareholder  assistance,  and
communicating or facilitating purchases and redemptions of Class B shares of the
Fund.

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

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

         For the fiscal year ended  December 31, 1994,  Florida  Municipal  Bond
incurred $23,034 in distribution  service fees on behalf of Class A shares.  For
the fiscal year ended December 31, 1994,  Georgia Municipal Bond incurred $3,045
in  distribution  service fees on behalf of Class A shares.  For the fiscal year
ended  December 31, 1994,  North  Carolina  Municipal  Bond incurred  $24,761 in
distribution  service  fees on  behalf of Class A shares.  For the  period  from
January 3, 1994 (commencement of operations) to December 31, 1994 South Carolina
Municipal Bond incurred $393 in distribution  services fees on behalf of Class A
shares.  For the fiscal year ended  December 31, 1994,  Virginia  Municipal Bond
incurred $4,028 in distribution  services fees on behalf of Class A shares.  For
the fiscal  year ended  December  31,  1994,  High Grade  incurred  $197,562  in
distribution services fees on behalf of Class A shares.

         For the fiscal year ended  December 31, 1994,  Florida  Municipal  Bond
incurred $178,862 in distribution  service fees on behalf of Class B shares. For
the fiscal year ended December 31, 1994, Georgia Municipal Bond incurred $44,866
in distribution  services fees on behalf of Class B shares.  For the fiscal year
ended  December 31, 1994,  North Carolina  Municipal  Bond incurred  $353,880 in
distribution  services  fees on behalf of Class B shares.  For the  period  from
January 3, 1994  (commencement  of  operations)  to  December  31,  1994,  South
Carolina Municipal Bond incurred $11,793 in distribution services fees for Class
B shares.  For the fiscal year ended December 31, 1994,  Virginia Municipal Bond
incurred $24,447 in distribution  services fees on behalf of Class B shares. For
the fiscal  year ended  December  31,  1994,  High Grade  incurred  $287,858  in
distribution services fees on behalf of Class B shares.

Shareholder Services Plans

         For the period ended December 31, 1994, Florida Municipal Bond incurred
shareholder  services  fees of  $19,489  on behalf  of Class B  shares;  Georgia
Municipal Bond incurred

                                                                            -26-

<PAGE>



shareholder  services fees of $5,407 on behalf of Class B shares; North Carolina
Municipal Bond incurred  shareholder services fees of $35,677 on behalf of Class
B shares;  South Carolina  Municipal Bond incurred  shareholder  service fees of
$1,833 on behalf of Class B shares; Virginia Municipal Bond incurred shareholder
service  fees of $2,897 on behalf  of Class B shares;  and High  Grade  incurred
shareholder service fees of $26,443 on behalf of Class B shares.

                              ALLOCATION OF BROKERAGE

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

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

         In  selecting  firms to effect  securities  transactions,  the  primary
consideration  of each Fund  shall be  prompt  execution  at the most  favorable
price. A Fund will also consider such factors as the price of the securities and
the size and  difficulty of execution of the order.  If these  objectives may be
met with more than one firm,  the Fund will also  consider the  availability  of
statistical and investment  data and economic facts and opinions  helpful to the
Fund. To the extent that receipt of these  services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.

         Except with respect to North Carolina  Municipal Bond, the transactions
in which the Funds  engage do not involve the payment of  brokerage  commissions
and are  executed  with  dealers  other than  Lieber.  For the fiscal year ended
December 31, 1994,  and for the period from  January 11, 1993  (commencement  of
operations) to December 31, 1993, North Carolina  Municipal Bond paid $1,250 and
$0, respectively, in commissions on brokerage transactions.

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

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

                                                                            -27-

<PAGE>



regulated  investment  companies).  By so  qualifying,  a Fund is not subject to
Federal  income tax if it timely  distributes  its  investment  company  taxable
income and any net realized capital gains. A 4% nondeductible excise tax will be
imposed  on a  Fund  to  the  extent  it  does  not  meet  certain  distribution
requirements  by the end of each calendar year.  Each Fund  anticipates  meeting
such distribution requirements.

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

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

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

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

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

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

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

                                                                            -28-

<PAGE>





     The foregoing  discussion  relates solely to U.S. Federal income tax law as
applicable to U.S. persons (i.e.,  U.S. citizens and residents and U.S. domestic
corporations, partnerships, trusts and estates). It does not reflect the special
tax consequences to certain taxpayers (e.g.,  banks,  insurance  companies,  tax
exempt  organizations  and foreign  persons).  Shareholders  are  encouraged  to
consult their own tax advisers regarding specific questions relating to Federal,
state  and local  tax  consequences  of  investing  in  shares  of a Fund.  Each
shareholder  who is not a U.S.  person  should  consult  his or her tax  adviser
regarding  the U.S.  and foreign tax  consequences  of  ownership of shares of a
Fund, including the possibility that such a shareholder may be subject to a U.S.
withholding  tax at a rate of 31% (or at a lower  rate  under a tax  treaty)  on
amounts treated as income from U.S. sources under the Code.

Special Tax Considerations

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

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


                                      NET ASSET VALUE

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

         The public  offering  price of shares of a Fund is its net asset value,
plus, in the case of Class A shares, a sales charge which will vary depending on
the purchase alternative chosen by the investor,  as more fully described in the
Prospectus.  See  "Purchase of Shares - Class A Shares - Front-End  Sales Charge
Alternative. " On each Fund business day on which a purchase or redemption order
is  received by a Fund and  trading in the types of  securities  in which a Fund
invests  might  materially  affect the value of Fund  shares,  the per share net
asset value of each such Fund is computed in accordance  with the Declaration of
Trust and By-Laws governing each Fund as of the next close of regular trading on
the New York Stock Exchange (the "Exchange")  (currently 4:00 p.m. Eastern time)
by dividing the value of the Fund's total assets,  less its liabilities,  by the
total number of its shares then outstanding. A Fund business day is any weekday,
exclusive of national  holidays on which the Exchange is closed and Good Friday.
For each Fund,  securities  for which the  primary  market is on a  domestic  or
foreign  exchange  and  over-the-counter  securities  admitted to trading on the
NASDAQ  National  List are valued at the last quoted sale or, if no sale, at the
mean of closing bid and asked prices and portfolio bonds are presently valued by
a recognized  pricing  service when such prices are believed to reflect the fair
value of the security.  Over-the-counter  securities  not included in the NASDAQ
National List for which market  quotations are readily available are valued at a
price quoted by one or more brokers.  If accurate  quotations are not available,
securities will be valued at fair value determined in good faith by the Board of
Trustees.


                                                                            -29-

<PAGE>



         The  respective  per share net asset values of the Class A, Class B and
Class Y  shares  are  expected  to be  substantially  the  same.  Under  certain
circumstances, however, the per share net asset values of the Class B shares may
be lower than the per share net asset value of the Class A shares (and, in turn,
that of Class A shares  may be lower  than  Class Y  shares)  as a result of the
greater daily expense accruals, relative to Class A and Class Y shares, of Class
B shares  relating to  distribution  services fees (and, with respect to Florida
Municipal Bond,  Georgia  Municipal Bond,  North Carolina  Municipal Bond, South
Carolina  Municipal Bond,  Virginia  Municipal Bond and High Grade,  shareholder
service fee) and, to the extent  applicable,  transfer  agency fees and the fact
that Class Y shares  bear no  additional  distribution,  shareholder  service or
transfer agency related fees. While it is expected that, in the event each Class
of shares of a Fund  realizes  net  investment  income or does not realize a net
operating loss for a period, the per share net asset values of the three classes
will  tend to  converge  immediately  after  the  payment  of  dividends,  which
dividends  will  differ  by  approximately  the  amount of the  expense  accrual
differential  among the  Classes,  there is no  assurance  that this will be the
case.  In the event one or more Classes of a Fund  experiences  a net  operating
loss for any  fiscal  period,  the net asset  value  per share of such  Class or
Classes will remain lower than that of Classes that incurred  lower expenses for
the period.

                                 PURCHASE OF SHARES

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

General

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

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

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


                                                                            -30-

<PAGE>



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

Alternative Purchase Arrangements

         Each Fund issues three classes of shares: (i) Class A shares, which are
sold to investors choosing the front-end sales charge alternative;  (ii) Class B
shares,  which  are  sold  to  investors  choosing  the  deferred  sales  charge
alternative; and (iii) Class Y shares, which are offered only to (a) persons who
at or prior to  December  30,  1994  owned  shares in a mutual  fund  advised by
Evergreen  Asset,  (b) certain  investment  advisory clients of the Advisers and
their affiliates,  and (c) institutional  investors. The three classes of shares
each  represent an interest in the same  portfolio of  investments  of the Fund,
have the same rights and are  identical  in all  respects,  except that (I) only
Class A and Class B shares are subject to a Rule 12b-1  distribution  fee,  (II)
Class B shares of Florida Municipal Bond, Georgia Municipal Bond, North Carolina
Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond and High
Grade and subject to a  shareholder  service fee,  (III) Class A shares bear the
expense of the front-end sales charge and Class B shares bear the expense of the
deferred  sales  charge,  (IV) Class B shares  bear the expense of a higher Rule
12b-1 distribution  services fee and shareholder service fee than Class A shares
and higher transfer agency costs, (V) with the exception of Class Y shares, each
Class of each Fund has exclusive voting rights with respect to provisions of the
Rule 12b-1 Plan pursuant to which its distribution  services (and, to the extent
applicable,  shareholder  service) fee is paid which relates to a specific Class
and  other  matters  for  which  separate  Class  voting  is  appropriate  under
applicable  law,  provided that, if the Fund submits to a  simultaneous  vote of
Class A and Class B shareholders  an amendment to the Rule 12b-1 Plan that would
materially increase the amount to be paid thereunder with respect to the Class A
shares,  the  Class A  shareholders  and  the  Class B  shareholders  will  vote
separately  by  Class,  and  (VI)  only  the  Class B shares  are  subject  to a
conversion  feature.  Each Class has different  exchange  privileges and certain
different shareholder service options available.

         The alternative purchase  arrangements permit an investor to choose the
method of  purchasing  shares  that is most  beneficial  given the amount of the
purchase,  the length of time the investor expects to hold the shares, and other
circumstances. Investors should consider whether, during the anticipated life of
their investment in the Fund, the accumulated distribution services (and, to the
extent  applicable,  shareholder  service)  fee and  contingent  deferred  sales
charges on Class B shares prior to  conversion  would be less than the front-end
sales  charge  and  accumulated  distribution  services  fee on  Class A  shares
purchased at the same time, and to what extent such differential would be offset
by the higher  return of Class A shares.  Class B shares  will  normally  not be
suitable for the investor who qualifies to purchase Class A shares at the lowest
applicable sales charge.  For this reason, the Distributor will reject any order
(except orders for Class B shares from certain  retirement  plans) for more than
$2,500,000 for Class B shares.

         Class A shares are subject to a lower distribution  services fee and no
shareholder service fee and, accordingly,  pay correspondingly  higher dividends
per share than Class B shares.  However,  because  front-end  sales  charges are
deducted at the time of purchase,  investors purchasing Class A shares would not
have all their funds invested initially and,

                                                                            -31-

<PAGE>



therefore,  would  initially own fewer  shares.  Investors  not  qualifying  for
reduced  front-end sales charges who expect to maintain their  investment for an
extended  period of time might  consider  purchasing  Class A shares because the
accumulated continuing distribution (and, to the extent applicable,  shareholder
service)  charges on Class B shares may exceed  the  front-end  sales  charge on
Class A shares during the life of the investment. Again, however, such investors
must weigh this  consideration  against the fact that, because of such front-end
sales charges, not all their funds will be invested initially.

         Other  investors  might  determine,  however,  that  it  would  be more
advantageous  to  purchase  Class B shares  in order  to have  all  their  funds
invested initially, although remaining subject to higher continuing distribution
services  (and, to the extent  applicable,  shareholder  service) fees and being
subject to a  contingent  deferred  sales charge for a  seven-year  period.  For
example,  based on current fees and expenses,  an investor  subject to the 4.75%
front-end  sales charge would have to hold his or her  investment  approximately
seven  years  for  the  Class  B  distribution  services  (and,  to  the  extent
applicable,  shareholders  service)  fees, to exceed the front-end  sales charge
plus  the  accumulated  distribution  services  fee of Class A  shares.  In this
example,  an investor  intending to maintain his or her  investment for a longer
period might consider purchasing Class A shares. This example does not take into
account the time value of money, which further reduces the impact of the Class B
distribution services (and, to the extent applicable,  shareholder service) fees
on the  investment,  fluctuations  in net asset value or the effect of different
performance assumptions.

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

Front-end Sales Charge Alternative--Class A Shares

         The public offering price of Class A shares for purchasers choosing the
front-end sales charge alternative is the net asset value plus a sales charge as
set forth in the Prospectus for each Fund.

         Shares  issued  pursuant  to  the  automatic   reinvestment  of  income
dividends or capital gains  distributions  are not subject to any sales charges.
The Fund  receives  the  entire  net asset  value of its Class A shares  sold to
investors.  The  Distributor's  commission  is the sales charge set forth in the
Prospectus for each Fund, less any applicable discount or commission "reallowed"
to selected  dealers and agents.  The  Distributor  will  reallow  discounts  to
selected  dealers  and  agents  in the  amounts  indicated  in the  table in the
Prospectus.  In this  regard,  the  Distributor  may elect to reallow the entire
sales charge to selected  dealers and agents for all sales with respect to which
orders are placed with the Distributor.

         Set forth below is an example of the method of  computing  the offering
price of the Class A shares of each Fund.  The  example  assumes a  purchase  of
Class A shares of a Fund  aggregating less than $100,000 subject to the schedule
of sales charges set forth in the Prospectus at a price based upon the net asset
value of Class A shares of each  Fund at the end of each  Fund's  latest  fiscal
year.


<TABLE>
<CAPTION>


                Net     Per Share                 Offering  
                Asset   Sales                     Price     
                Value   Charge         Date       Per Share 
<S>             <C>     <C>            <C>        <C>       

Florida                                                  
Municipal                                                
Bond             $ 8.92    $.45        12/31/94    $ 9.37
                                                         
Georgia
Municipal                                                
Bond             $ 8.74    $.44        12/31/94    $ 9.18

North Carolina
Municipal Bond   $ 9.16    $.46        12/31/94    $ 9.62
 
South Carolina
Municipal Bond   $ 8.62    $.43        12/31/94    $ 9.05

Virginia
Municipal
Bond             $ 8.85    $.44        12/31/94    $ 9.29

                                                                       -32-

<PAGE>


Florida                                                   
High Income      $10.00       $         6/23/95    $10.50

High Grade       $ 9.79    $.49        12/31/94    $10.28


Short-
Intermediate     $10.21    $.51         8/31/94    $10.72

Short-
Intermediate-
CA               $10.09    $.50         8/31/94    $10.59

</TABLE>


         Prior to  January  3,  1995,  shares of the Funds  other  than  Florida
Municipal Bond,  Georgia  Municipal Bond,  North Carolina  Municipal Bond, South
Carolina  Municipal  Bond,  Virginia  Municipal Bond and High Grade were offered
exclusively on a no-load basis and,  accordingly,  no  underwriting  commissions
were  paid in  respect  of sales of  shares  of the  Funds  or  retained  by the
Distributor. In addition, since Class B shares were not offered prior to January
3, 1995,  contingent  deferred  sales charges have been paid to the  Distributor
with respect to Class B shares only since January 3, 1995.

         With respect to Florida  Municipal Bond,  Georgia Municipal Bond, North
Carolina Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond
and High Grade for the periods indicated, the following commissions were paid to
and amounts were retained by Federated Securities Corp., which, prior to July 7,
1995, was the principal underwriter of portfolios of Evergreen Investment Trust:



                                Year Ended             Period from July 2, 1993
                                12/31/94               to December 31, 1993

Florida Municipal
Bond Fund

  Commissions Received           2,000                   132,000
  Commissions Retained            ---                     20,000

Georgia Municipal Bond

  Commissions Received         103,000                   15,000
  Commissions Retained           6,000                    2,000

Virginia Municipal Bond

  Commissions Received          62,000                   49,000
  Commissions Retained           6,000                    7,000

     *    *    *    *    *    *    *    *    *    *    *    *    
North Carolina Municipal
Bond
                                                       Period from 
                                Year Ended             January 11, 1993
                                12/31/94               to December 31, 1993

  Commissions Received           210,000                    35,000
  Commissions Retained             3,000                     5,000


     *    *    *    *    *    *    *    *    *    *    *    *    
South Carolina Municipal
Bond
                                Period from January 3, 1994
                                to December 31, 1994

  Commissions Received           34,000
  Commissions Retained            5,000

                                                                            -33-
<PAGE>


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

High Grade
                                                            Period from 
                                Year Ended    Year Ended    February 21, 1992
                                12/31/94      12/31/93      to December 31, 1992
                                ----------    ----------    --------------------

  Commissions Received          82,000          549,000           ---
  Commissions Retained           5,000           82,000

         Investors  choosing the front-end  sales charge  alternative  may under
certain   circumstances   be  entitled  to  pay  reduced  sales   charges.   The
circumstances  under  which such  investors  may pay reduced  sales  charges are
described below.

         Combined Purchase Privilege.  Certain persons may qualify for the sales
charge  reductions  by combining  purchases  of shares of one or more  Evergreen
mutual  funds other than money  market  funds into a single  "purchase",  if the
resulting  "purchase"  totals at least $100,000.  The term "purchase" refers to:
(i) a single purchase by an individual, or to concurrent purchases, which in the
aggregate are at least equal to the prescribed amounts, by an individual, his or
her spouse and their  children under the age of 21 years  purchasing  shares for
his, her or their own  account(s);  (ii) a single purchase by a trustee or other
fiduciary  purchasing  shares  for a single  trust,  estate or single  fiduciary
account  although  more  than one  beneficiary  is  involved;  or (iii) a single
purchase  for  the  employee  benefit  plans  of a  single  employer.  The  term
"purchase" also includes  purchases by any "company",  as the term is defined in
the 1940 Act, but does not include  purchases by any such company  which has not
been in existence for at least six months or which has no purpose other than the
purchase of shares of a Fund or shares of other registered  investment companies
at a discount.  The term "purchase"  does not include  purchases by any group of
individuals whose sole organizational nexus is that the participants therein are
credit  card  holders of a company,  policy  holders  of an  insurance  company,
customers of either a bank or broker-dealer or clients of an investment adviser.
A  "purchase"  may also  include  shares,  purchased  at the same time through a
single selected dealer or agent, of any Evergreen  mutual fund.  Currently,  the
Evergreen mutual funds include:

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



*  Prior  to July 7,  1995,  each  Fund  was  named  "First  Union"  instead  of
"Evergreen."

                                                                            -34-

<PAGE>




         Prospectuses  for the  Evergreen  mutual funds may be obtained  without
charge by contacting the Distributor or the Advisers at the address or telephone
number shown on the front cover of this Statement of Additional Information.

     Cumulative  Quantity  Discount  (Right  of  Accumulation).   An  investor's
purchase of  additional  Class A shares of a Fund may  qualify for a  Cumulative
Quantity Discount. The applicable sales charge will be based on the total of:

                  (i)  the investor's current purchase;

                  (ii) the net  asset  value (at the  close of  business  on the
                  previous  day) of (a) all  Class A and  Class B shares  of the
                  Fund held by the investor and (b) all such shares of any other
                  Evergreen mutual fund held by the investor; and

                  (iii) the net asset value of all shares described in paragraph
                  (ii) owned by another  shareholder  eligible to combine his or
                  her  purchase   with  that  of  the  investor  into  a  single
                  "purchase" (see above).

         For example,  if an investor  owned Class A or B shares of an Evergreen
mutual  fund  worth  $200,000  at  their  then  current  net  asset  value  and,
subsequently,  purchased Class A shares of a Fund worth an additional  $100,000,
the sales charge for the $100,000 purchase would be at the 3.00% rate applicable
to a single $300,000 purchase of shares of the Fund, rather than the 3.75% rate.

         To  qualify  for the  Combined  Purchase  Privilege  or to  obtain  the
Cumulative  Quantity  Discount on a purchase through a selected dealer or agent,
the  investor or selected  dealer or agent must  provide  the  Distributor  with
sufficient  information to verify that each purchase qualifies for the privilege
or discount.

         Statement of  Intention.  Class A investors may also obtain the reduced
sales  charges  shown  in the  Prospectus  by means of a  written  Statement  of
Intention,  which  expresses  the  investor's  intention to invest not less than
$100,000  within a period of 13 months in Class A shares (or Class A and Class B
shares) of the Fund or any other Evergreen  mutual fund. Each purchase of shares
under a Statement  of  Intention  will be made at the public  offering  price or
prices  applicable at the time of such purchase to a single  transaction  of the
dollar amount indicated in the Statement of Intention. At the investor's option,
a Statement  of  Intention  may include  purchases of Class A or B shares of the
Fund or any other Evergreen  mutual fund made not more than 90 days prior to the
date that the investor  signs a Statement of  Intention;  however,  the 13-month
period  during  which the  Statement of Intention is in effect will begin on the
date of the earliest purchase to be included.

         Investors  qualifying  for the Combined  Purchase  Privilege  described
above may purchase shares of the Evergreen mutual funds under a single Statement
of  Intention.  For  example,  if at the time an investor  signs a Statement  of
Intention  to  invest  at least  $100,000  in Class A shares  of the  Fund,  the
investor  and the  investor's  spouse  each  purchase  shares of the Fund  worth
$20,000 (for a total of $40,000), it will only be necessary to invest a total of
$60,000  during  the  following  13  months  in  shares of the Fund or any other
Evergreen mutual fund, to qualify for the 3.75% sales charge on the total amount
being invested (the sales charge applicable to an investment of $100,000).

         The  Statement  of  Intention  is not a  binding  obligation  upon  the
investor to purchase the full amount indicated.  The minimum initial  investment
under a Statement of Intention is 5% of such amount.  Shares  purchased with the
first 5% of such amount will be held in escrow  (while  remaining  registered in
the  name  of the  investor)  to  secure  payment  of the  higher  sales  charge
applicable to the shares actually  purchased if the full amount indicated is not
purchased,  and such escrowed shares will be  involuntarily  redeemed to pay the
additional sales charge,  if necessary.  Dividends on escrowed  shares,  whether
paid in cash or reinvested in additional Fund shares, are not subject to escrow.
When the full amount indicated has been purchased,  the escrow will be released.
To the extent that an investor  purchases more than the dollar amount  indicated
on the Statement of Intention and qualifies for a further  reduced sales charge,
the sales charge

                                                                            -35-

<PAGE>



will be adjusted  for the entire  amount  purchased  at the end of the  13-month
period.  The  difference  in sales  charge will be used to  purchase  additional
shares of the Fund subject to the rate of sales charge  applicable to the actual
amount of the aggregate purchases.

         Investors wishing to enter into a Statement of Intention in conjunction
with their initial  investment in Class A shares of the Fund should complete the
appropriate  portion of the  Subscription  Application  found in the  Prospectus
while  current  Class A  shareholders  desiring  to do so can  obtain  a form of
Statement of Intention by  contacting a Fund at the address or telephone  number
shown on the cover of this Statement of Additional Information.

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

         Reinstatement  Privilege.  A Class A shareholder  who has caused any or
all of his or her shares of the Fund to be redeemed or repurchased  may reinvest
all or any portion of the redemption or repurchase proceeds in Class A shares of
the Fund at net  asset  value  without  any  sales  charge,  provided  that such
reinvestment  is made within 30 calendar days after the redemption or repurchase
date.  Shares are sold to a reinvesting  shareholder at the net asset value next
determined as described  above. A reinstatement  pursuant to this privilege will
not cancel the redemption or repurchase transaction; therefore, any gain or loss
so realized will be recognized for Federal tax purposes except that no loss will
be  recognized  to the extent that the proceeds are  reinvested in shares of the
Fund.  The  reinstatement  privilege may be used by the  shareholder  only once,
irrespective of the number of shares  redeemed or  repurchased,  except that the
privilege may be used without limit in connection with  transactions  whose sole
purpose  is to  transfer  a  shareholder's  interest  in the  Fund to his or her
individual  retirement  account  or other  qualified  retirement  plan  account.
Investors may exercise the  reinstatement  privilege by written  request sent to
the Fund at the  address  shown on the  cover of this  Statement  of  Additional
Information.

         Sales at Net Asset Value.  In addition to the  categories  of investors
set forth in the Prospectus,  each Fund may sell its Class A shares at net asset
value,  i.e.,  without any sales  charge,  to: (i) certain  investment  advisory
clients of the Advisers or their affiliates; (ii) officers and present or former
Trustees of the Trust;  present or former trustees of other investment companies
managed by the Advisers;  present or retired full-time employees of the Adviser;
officers,  directors and present or retired full-time  employees of the Adviser,
the  Distributor,  and their  affiliates;  officers,  directors  and present and
full-time  employees  of selected  dealers or agents;  or the  spouse,  sibling,
direct  ancestor or direct  descendant  (collectively  "relatives")  of any such
person; or any trust,  individual  retirement account or retirement plan account
for the benefit of any such person or relative; or the estate of any such person
or relative,  if such shares are purchased for investment  purposes (such shares
may not be resold except to the Fund);  (iii) certain employee benefit plans for
employees of the Adviser,  the Distributor.  and their affiliates;  (iv) persons
participating in a fee-based  program,  sponsored and maintained by a registered
broker-dealer  and approved by the  Distributor,  pursuant to which such persons
pay an asset-based  fee to such  broker-dealer,  or its affiliate or agent,  for
service in the nature of investment advisory or administrative  services.  These
provisions are intended to provide additional  job-related incentives to persons
who serve the Funds or work for companies associated with the Funds and selected
dealers and agents of the Funds. Since these persons are in a position to have a
basic  understanding of the nature of an investment company as well as a general
familiarity with the Fund,  sales to these persons,  as compared to sales in the
normal  channels  of  distribution,  require  substantially  less sales  effort.
Similarly,  these  provisions  extend the privilege of purchasing  shares at net
asset value to certain classes of institutional  investors who, because of their
investment  sophistication,  can be expected to require  significantly less than
normal sales effort on the part of the Funds and the Distributor.


                                                                            -36-

<PAGE>



Deferred Sales Charge Alternative--Class B Shares

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

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

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

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

         To illustrate,  assume that an investor purchased 100 Class B shares at
$10 per share (at a cost of $1,000) and in the second year after  purchase,  the
net  asset  value per share is $12 and,  during  such  time,  the  investor  has
acquired 10  additional  Class B shares upon dividend  reinvestment.  If at such
time the investor  makes his or her first  redemption  of 50 Class B shares,  10
Class B shares will not be subject to charge  because of dividend  reinvestment.
With respect to the  remaining 40 Class B shares,  the charge is applied only to
the original cost of $10 per share and not to the increase in net asset value of
$2 per  share.  Therefore,  of the  $600  of the  shares  redeemed  $400  of the
redemption proceeds (40 shares x $10 original purchase price) will be charged at
a rate of 4.0% (the  applicable  rate in the second  year after  purchase  for a
contingent deferred sales charge of $16).

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

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


                                                                            -37-

<PAGE>



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

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

Class Y Shares

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

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


Capitalization and Organization

         The   Evergreen   Florida  High  Income   Municipal   Bond,   Evergreen
Short-Intermediate  Municipal  Fund and Evergreen  Short-Intermediate  Municipal
Fund-California  are each  separate  series  of  Evergreen  Municipal  Trust,  a
Massachusetts  business  trust.  Florida High Income,  which is a newly  created
series of Evergreen Municipal Trust, acquired substantially all of the assets of
ABT Florida High Income  Municipal  Bond Fund (the"ABT  Fund") on June 30, 1995.
The Evergreen  Florida  Municipal Bond Fund,  Evergreen  Georgia  Municipal Bond
Fund,  Evergreen  North Carolina  Municipal Bond Fund,  Evergreen South Carolina
Municipal Bond Fund,  Evergreen  Virginia Municipal Bond Fund and Evergreen High
Grade  Tax Free  Fund,  respectively,  are each  separate  series  of  Evergreen
Investment  Trust, a Massachusetts  business trust. On July 7, 1995, First Union
Funds changed its name to Evergreen  Investment Trust. On December 14, 1992, The
Salem Funds changed its name to First Union Funds.  The  above-named  Trusts are
individually  referred to in this  Statement of  Additional  Information  as the
"Trust" and  collectively  as the "Trusts." Each Trust is governed by a board of
trustees.  Unless  otherwise  stated,  references  to the "Board of Trustees" or
"Trustees" in this Statement of Additional  Information refer to the Trustees of
all the Trusts.

     Florida High Income, Short-Intermediate and Short-Intermediate-CA may issue
an unlimited  number of shares of beneficial  interest with a $0.0001 par value.
Florida Municipal Bond,  Georgia Municipal Bond, North Carolina  Municipal Bond,
South Carolina Municipal Bond,  Virginia Municipal Bond and High Grade may issue
an unlimited  number of shares of  beneficial  interest  without par value.  All
shares of these Funds have equal rights and  privileges.  Each share is entitled
to one vote, to participate  equally in dividends and distributions  declared by
the  Funds  and on  liquidation  to  their  proportionate  share  of the  assets
remaining after satisfaction of outstanding  liabilities.  Shares of these Funds
are fully paid,  nonassessable  and fully  transferable  when issued and have no
pre-emptive,   conversion   or   exchange   rights.   Fractional   shares   have
proportionally  the same rights,  including voting rights, as are provided for a
full share.


                                                                            -38-

<PAGE>




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

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

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

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

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

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

Distributor

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

Counsel

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

Independent Auditors

         Price  Waterhouse LLP has been selected to be the independent  auditors
of Florida High Income, Short-Intermediate and Short-Intermediate-CA.

                                                                            -39-

<PAGE>




         KPMG Peat Marwick LLP has been selected to be the independent  auditors
of Florida  Municipal Bond,  Georgia  Municipal Bond,  North Carolina  Municipal
Bond, South Carolina Municipal Bond, Virginia Municipal Bond and High Grade.


                          PERFORMANCE INFORMATION

Total Return

         From time to time a Fund may  advertise  its "total  return."  Computed
separately  for each class,  the Fund's  "total  return" is its  average  annual
compounded  total  return for recent one,  five,  and  ten-year  periods (or the
period since the Fund's inception). The Fund's total return for such a 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 such
investment  at the end of the period.  For purposes of computing  total  return,
income dividends and capital gains  distributions paid on shares of the Fund are
assumed  to have  been  reinvested  when  paid  and  the  maximum  sales  charge
applicable  to purchases  of Fund shares is assumed to have been paid.  The Fund
will  include  performance  data for Class A, Class B, and Class Y shares in any
advertisement or information including performance data of the Fund.

         With  respect  to  Short-Intermediate  and  Short-Intermediate-CA,  the
shares of each Fund outstanding  prior to January 3, 1995 have been reclassified
as  Class Y  shares.  With  respect  to  Florida  High  Income,  the Fund is the
successor of the ABT Fund and the  information  presented is with respect to the
ABT Fund's  Class A shares,  the only  outstanding  class.  The  average  annual
compounded  total  return for each Class of shares  offered by the Funds for the
most recently  completed  one, five and ten year fiscal  periods is set forth in
the table below.



                                                                            -40-

<PAGE>




FLORIDA MUNICIPAL        1 Year
BOND                      Ended     From inception*
                       12/31/94        to 12/31/94

Class A                -13.49%      -5.86%
Class B                -14.20%      -5.84%
Class Y                  --         -6.54%

GEORGIA MUNICIPAL        1 Year
BOND                      Ended     From inception**
                       12/31/94        to 12/31/94

Class A                -13.94%      -7.16%
Class B                -14.66%      -7.15%
Class Y                  --         -6.87%

NORTH CAROLINA           1 Year
MUNICIPAL BOND            Ended      From inception***
                       12/31/94         to 12/31/94

Class A                -13.44%       -1.89%
Class B                -14.16%       -2.01%
Class Y                  --          -7.03%

SHORT-INTERMEDIATE       1 Year      From 11/18/91
                          Ended        (inception)
                        8/31/94        to  8/31/94

Class A                -3.40%         3.95%
Class B                -3.41%         4.81
Class Y                 1.42%         5.79%

SHORT-INTERMEDIATE-      1 Year      From 10/16/92
CA                        Ended        (inception)
                        8/31/94        to  8/31/94

Class A                -3.00%         2.12%
Class B                -3.04%         2.74%
Class Y                 1.84%         4.79%

SOUTH CAROLINA          From inception-
MUNICIPAL BOND          to 12/31/94

Class A                -13.64%
Class B                -14.31
Class Y                -7.14

VIRGINIA MUNICIPAL      1 Year      From inception--
BOND                     Ended         to 12/31/94

Class A                -12.96%       -6.05%
Class B                -13.63%       -0.64%
Class Y                  --          -5.82%

HIGH GRADE              1 Year
                         Ended      From inception---
                      12/31/94         to 12/31/94

Class A               -12.12%       -3.03%
Class B               -12.81%       -0.48%
Class Y                 --          -6.31%

FLORIDA HIGH           1 Year      From June 17, 1992
INCOME                  Ended          (inception) to
                     12/31/94             12/31/94

Class A              -9.43%        -3.42%
Class B
Class Y



*  Inception  date:  Class A - July 5, 1993;  Class B - July 1, 1993;  Class Y -
February 28, 1994.

** Inception  date:  Class A - July 1, 1993;  Class B - July 1, 1993;  Class Y -
February 28, 1994.

                                                                            -41-
<PAGE>


***  Inception  date:  Class A - January 12,  1993;  Class B - January 12, 1993;
Class Y - February 28, 1994.


- - Inception date:  Class A - January 3, 1994; Class B - January 3, 1994; Class Y
- - February 28, 1994.

- -- Inception  date:  Class A - July 7, 1993;  Class B - July 1, 1993;  Class Y -
February 28, 1994.

- ---  Inception  date:  Class A - February 25, 1992;  Class B - January 12, 1993;
Class Y - February 28, 1994.


         The     performance     numbers     for      Short-intermediate     and
Short-Intermediate-CA  for the  Class A, and  Class B  shares  are  hypothetical
numbers  based  on the  performance  for  Class Y  shares  as  adjusted  for any
applicable  front-end  sales charge or contingent  deferred  sales  charge.  For
Florida High Income the  performance  numbers for the Class B and Class Y shares
are  hypothetical  numbers based upon the  performance for the Class A shares as
adjusted for any applicable contingent deferred sales charge.

         A Fund's  total  return is not fixed and will  fluctuate in response to
prevailing  market  conditions  or as a function  of the type and quality of the
securities in a Fund's portfolio and its expenses.  Total return  information is
useful in reviewing a Fund's  performance but such information may not provide a
basis for comparison with bank deposits or other  investments  which pay a fixed
yield for a stated period of time. An investor's principal invested in a Fund is
not fixed and will fluctuate in response to prevailing market conditions.


YIELD CALCULATIONS

         From time to time, a Fund may quote its yield in  advertisements  or in
reports or other communications to shareholders.  Yield quotations are expressed
in annualized terms and may be quoted on a compounded basis. Yields are computed
by dividing the Fund's interest income (as defined in the SEC yield formula) for
a given 30-day or one month period,  net of expenses,  by the average  number of
shares entitled to receive distributions during the period, dividing this figure
by the Fund's net asset value per share at the end of the period and annualizing
the  result  (assuming  compounding  of  income) in order to arrive at an annual
percentage rate. The formula for calculating yield is as follows:

                           YIELD = 2[(a-b+1)6-1]
                                      cd

Where    a = Interest earned during the period
         b = Expenses  accrued  for the period (net of  reimbursements)  c = The
         average daily number of shares outstanding during the period
that were entitled to receive dividends
         d = The maximum offering price per share on the last day of the period

         Income is  calculated  for purposes of yield  quotations  in accordance
with  standardized  methods  applicable  to all stock and bond funds.  Gains and
losses  generally  are excluded  from the  calculation.  Income  calculated  for
purposes of  determining a Fund's yield  differs from income as  determined  for
other accounting purposes. Because of the different accounting methods used, and
because of the compounding assumed in yield calculations,  the yields quoted for
a Fund may  differ  from the rate of  distributions  a Fund  paid  over the same
period, or the net investment income reported in a Fund's financial statements.

Tax Equivalent Yield

         The Funds invest  principally in obligations the interest from which is
exempt from federal  income tax other than the AMT. In addition,  the securities
in which  state-specific  Funds invest will also, to the extent practicable,  be
exempt from such state's income taxes.  However, from time to time the Funds may


                                                                            -42-

<PAGE>



make investment which generate taxable income. A Fund's  tax-equivalent yield is
the rate an investor would have to earn from a fully taxable investment in order
to equal the Fund's yield after taxes.  Tax-equivalent  yields are calculated by
dividing a Fund's yield by the result of one minus a stated  federal or combined
federal  and  state  tax  rate.  (If  only a  portion  of the  Fund's  yield  is
tax-exempt,  only that portion is adjusted in the  calculation.)  Of course,  no
assurance can be given that a Fund will achieve any specific  tax-exempt  yield.
If only a portion  of the  Fund's  yield is  tax-exempt,  only that  portion  is
adjusted in the calculation.  Of course, no assurance can be given that the Fund
will achieve any specific tax-exempt yield.

The following  formula is used to calculate Tax Equivalent  Yield without taking
into account state tax:

                           Fund's Yield
                        1 - Fed Tax Rate

The  following  formula is used to calculate  Tax  Equivalent  Yield taking into
account state tax:

                                      Fund's Yield
         1 - Fed Tax Rate + (State Tax Rate - [State Tax Rate x Fed Tax Rate])

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

         It should be recognized that in periods of declining interest rates the
yields will tend to be somewhat  higher than  prevailing  market  rates,  and in
periods of rising  interest  rates the yields  will tend to be  somewhat  lower.
Also,  when  interest  rates are falling,  the inflow of net new money to a Fund
from the  continuous  sale of its shares will likely be invested in  instruments
producing  lower  yields  than the  balance of the Fund's  investments,  thereby
reducing the current yield of the Fund. In periods of rising interest rates, the
opposite can be expected to occur.

         The  tax  exempt  and  tax  equivalent  yields  of  each  Fund  for the
thirty-day  period  ended  December  31, 1994  (August 31, 1994 with  respect to
Short-Intermediate and Short-Intermediate- CA and April 30, 1995 with respect to
Florida High Income and Florida Municipal Bond) for each Class of shares offered
by the Funds is set forth in the table below.  The table  assumes the  following
combined federal and state tax rate:  California - 36%; Florida - 28%; Georgia -
34%; North Carolina - 28%; South Carolina - 35%;  Virginia - 33/25%. 


                                   Yield               Tax Equivalent Yield

Florida High Income*
  Class A                          6.46%                  8.97%
  Class B                           --                     --
  Class Y                           --                     --

Short-Intermediate**
  Class A                           --                     --
  Class B                           --                     --
  Class Y                          4.23%                  5.88%

Short-Intermediate-CA**
  Class A                           --                     --
  Class B                           --                     --
  Class Y                          4.10%                  7.19%

Florida Municipal Bond*
  Class A                          4.98%                  6.92%
  Class B                           --                      --
  Class Y                           --                      --

                                                                            -43-

<PAGE>



Georgia Municipal Bond
  Class A                          5.90%                  8.94%
  Class B                          5.46%                  8.27%
  Class Y                          6.45%                  9.77%

North Carolina
Municipal Bond
  Class A                          5.43%                  7.54%
  Class B                          4.96%                  6.89%
  Class Y                          5.96%                  8.28%

South Carolina
Municipal Bond
  Class A                          5.97%                  9.18%
  Class B                          5.52%                  8.49%
  Class Y                          6.53%                 10.05%

Virginia Municipal
Bond
  Class A                          5.50%                  8.30%
  Class B                          5.03%                  7.59%
  Class Y                          6.00%                  9.06%

High Grade
  Class A                          5.33%                  7.40%
  Class B                          4.85%                  6.74%
  Class Y                          5.85%                  8.13%

* Florida  High  Income and Florida Tax Free yields are based on the Class A SEC
yield of the ABT Florida High Income Fund and ABT Florida Tax Free Fund. Florida
High  Income and Florida Tax Free  acquired  the net assets of ABT Florida  High
Income Fund and ABT Florida  Tax Free Fund,  respectively,  on June 30, 1995 and
are the successors to such funds for accounting purposes.

**The Class A and B Shares of Short-Intermediate and  Short-Intermediate-CA had
not yet commenced operations at August 31, 1994.

Non-Standardized Performance

         In addition to the performance  information described above, a Fund may
provide total return  information for designated  periods,  such as for the most
recent six months or most recent twelve months. This total return information is
computed as described under "Total Return" above except that no annualization is
made.

GENERAL

         From time to time, a Fund may quote its  performance in advertising and
other  types of  literature  as compared to the  performance  of the  Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial Average, Lehman
Brothers General  Obligations  Municipal Bond Index or any other commonly quoted
index of common  stock or  municipal  bond  prices.  The  Standard  & Poor's 500
Composite Stock Price Index and the Dow Jones  Industrial  Average are unmanaged
indices of selected common stock prices. The Lehman Brothers General Obligations
Municipal  Bond Index is an unmanaged  index of state  general  obligation  debt
issues which are rated A or better and represent a variety of coupon  ranges.  A
Fund's  performance  may also be compared to those of other  mutual funds having
similar objectives. This comparative performance would be expressed as a ranking
prepared by Lipper Analytical  Services,  Inc. or similar  independent  services
monitoring mutual fund performance.  A Fund's  performance will be calculated by
assuming,   to  the  extent  applicable,   reinvestment  of  all  capital  gains
distributions  and income  dividends paid. Any such comparisons may be useful to
investors  who  wish to  compare  a Fund's  past  performance  with  that of its
competitors.  Of  course,  past  performance  cannot  be a  guarantee  of future
results.

Additional Information

         Any shareholder  inquiries may be directed to the shareholder's  broker
or to each Adviser at the address or  telephone  number shown on the front cover
of this  Statement of  Additional  Information.  This  Statement  of  Additional
Information  does not contain all the information set forth in the  Registration
Statement filed by the Trusts with the Securities and Exchange  Commission under
the Securities Act of 1933. Copies of the Registration Statement may be obtained


                                                                            -44-

<PAGE>



at a reasonable  charge from the  Securities  and Exchange  Commission or may be
examined,  without  charge,  at the  offices  of  the  Securities  and  Exchange
Commission in Washington, D.C.

                             FINANCIAL STATEMENTS

     Each Fund's  financial  statements  appearing in their most current  fiscal
year Annual Report (or in the case of Florida High Income,  its balance sheet as
of June 23,  1995) to  shareholders  and the report  thereon of the  independent
auditors appearing therein,  namely Price Waterhouse LLP (in the case of Florida
High Income, Short-Intermediate and Short-Intermediate-CA), or KPMG Peat Marwick
LLP (in the case of  Florida  Municipal  Bond,  Georgia  Municipal  Bond,  North
Carolina Municipal Bond, South Carolina Municipal Bond,  Virginia Municipal Bond
and High Grade) are  incorporated  by reference in this  Statement of Additional
Information. The Annual Reports to Shareholders for each Fund, which contain the
referenced statements, are available upon request and without charge.


                                                                            -45-

<PAGE>


                  APPENDIX A - NOTE, BOND AND COMMERCIAL PAPER RATINGS

NOTE RATINGS

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

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


BOND RATINGS

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

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

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

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

COMMERCIAL PAPER RATINGS

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

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


                                                                            -46-

<PAGE>



         Duff & Phelps:  Duff 1 is the highest  commercial paper rating category
utilized by Duff & Phelps which uses + or - to denote  relative  strength within
this  classification.  Duff 2 represents good certainty of timely payment,  with
minimal risk factors.  Duff 3 represents  satisfactory  protection factors, with
risk factors larger and subject to more variation.

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


                                                                            -47-

<PAGE>




                     APPENDIX B - ADDITIONAL INFORMATION CONCERNING CALIFORNIA

         The  following  information  as to certain  California  risk factors is
given  to  investors  in view of  Short-Intermediate-CA's  policy  of  investing
primarily in California  state and municipal  issuers.  The information is based
primarily upon information  derived from public documents relating to securities
offerings of California state and municipal issuers,  from independent municipal
credit reports and historically reliable sources, but has not been independently
verified by the Fund

         On June 6, 1978, California voters approved Proposition 13, which added
Article XIIIA to the California  Constitution.  The principal  thrust of Article
XIIIA is to limit the amount of ad valorem taxes on real property to one percent
of the full cash  value as  determined  by the  county  assessor.  The  assessed
valuation  of all real  property  may be  increased,  but not in  excess  of two
percent per year,  or decreased to reflect the rate of inflation or deflation as
shown by the consumer  price index.  Article XIIIA requires a vote of two thirds
of the qualified  electorate to impose special taxes,  and completely  prohibits
the  imposition of any additional ad valorem,  sales or transaction  tax on real
property (other than ad valorem taxes to repay general  obligation  bonds issued
to acquire or improve real property), and requires the approval of two-thirds of
all members of the State  Legislature  to change any state tax laws resulting in
increased tax revenues.

         On November 6, 1979,  California voters approved the initiative seeking
to  amend  the  California   Constitution  entitled  "Limitation  of  Government
Appropriations" which added Article XIIIB to the California Constitution.  Under
Article   XIIIB   state  and  local   governmental   entities   have  an  annual
appropriations  limit  and  may  not  spend  certain  monies  which  are  called
appropriations  subject  to  limitations  (consisting  of  tax  revenues,  state
subventions and certain other funds) in an amount higher than the appropriations
limit.  Generally,  the  appropriations  limit is to be based on certain 1978-79
expenditures,  and is to be  adjusted  annually  to reflect  changes in consumer
prices, population and services provided by these entities.

         Decreased  in state and local  revenues  in  future  fiscal  years as a
consequence  of these  initiatives  may  continue  to  result in  reductions  in
allocations  of state  revenues to  California  municipal  issuers or reduce the
ability of such California issuers to pay their obligations.

         With the apparent onset of recovery in  California's  economy,  revenue
growth over the next few years  could  recommence  at levels  that would  enable
California to restore  fiscal  stability.  The political  environment,  however,
combined with pressures on the state's financial flexibility,  may frustrate its
ability to reach this goal. Strong interests in long-established  state programs
ranging  from  low-cost  public  higher  education  access to welfare and health
benefits  join with the more  recently  emerging  pressure for  expanded  prison
construction  and a heightened  awareness and concern over the state's  business
climate.

         Adopted on July 8, 1994,  the fiscal 1994 budget is designed to address
California's accumulated deficit over a 22-month period. In order to balance the
budget and generate  sufficient  cash to retire the $4 billion  deficit  Revenue
Anticipation  Warrant and a $3 billion Revenue Anticipation Note to be issued in
July 1995, the state's fiscal plan relies upon aggressive assumptions of federal
aid,  projected  at about $760  million in fiscal year 1995 and $2.8  billion in
fiscal year 1995, to compensate the state for its costs of providing  service to
illegal   immigrants.   These  assumptions,   combined  with  fiscal  year  1996
constitutionally   mandated  increases  in  spending  for  K-14  education,  and
continued growth in social services and corrections expenditures,  are risky. To
offset this risk,  the state has enacted a Budget  Adjustment  Law, known as the
"trigger"  legislation,  which  established  a set of backup  budget  adjustment
mechanisms to address  potential  shortfalls in cash. The trigger mechanism will
be in effect for both fiscal years 1995 and 1996.

         In July of 1994, S&P and Moody's  lowered the general  obligation  bond
rating of the state of California.  The rating agencies  explained their actions
by citing  the  state's  continuing  deferral  of  substantial  portions  of its
estimated $3.8 billion  accumulated  deficit;  continuing  structural  budgetary
constraints including a funding guarantee for K-14 education;  overly optimistic
expectation of federal aid to balance fiscal year 1995's budget and fiscal

                                                                            -48-

<PAGE>



year 19996's cash flow  projections;  and reliance  upon a trigger  mechanism to
reduce spending if the plan's federal aid assumptions prove to be inflated.

                                                                            -49-

<PAGE>



                    APPENDIX C - ADDITIONAL INFORMATION CONCERNING FLORIDA

         Florida   Municipal  Bond  and  Florida  High  Income  Fund  invest  in
obligations of Florida issuers,  which results in each Fund's  performance being
subject to risks  associated  with the  overall  conditions  present  within the
state.  The following  information  is a brief summary of the recent  prevailing
economic  conditions and a general summary of the state's financial status. This
information  is based on official  statements  relating to securities  that have
been offered by Florida issuers and from other sources  believed to be reliable,
but  should  not be  relied  upon  as a  complete  description  of all  relevant
information.

         Florida  is the  twenty-second  largest  state,  with an area of 54,136
square miles and a water area of 4,424 square miles. The state is 447 miles long
and 361 miles wide with a tidal  shoreline of almost  2,300 miles.  According to
the U.S. Census Bureau, Florida moved past Illinois in 1986 to become the fourth
most  populous  state,  and as of  1990,  had an  estimated  population  of 13.2
million.

         Services and trade continue to be the largest components of the Florida
economy,  reflecting  the  importance  of  tourism  as well as the need to serve
Florida's rapidly growing  population.  Agriculture is also an important part of
the economy,  particularly citrus fruits.  Oranges have been the principal crop,
accounting  for 70% of the  nation's  output.  Manufacturing,  although  of less
significance,  is a rapidly growing  component of the economy.  The economy also
has substantial insurance, banking, and export participation. Unemployment rates
have  historically been below national  averages,  but have recently risen above
the national rate.

         Section  215.32  of  the  Florida  Statutes   provides  that  financial
operations  of the State of Florida  covering all receipts and  expenditures  be
maintained  through the use of three funds - the General Revenue Fund, the Trust
Fund and the Working  Capital  Fund.  The General Fund  receives the majority of
state tax  revenues.  The Working  Capital Fund  receives  revenues in excess of
appropriations  and its balances are freely  transferred to the General  Revenue
Fund as necessary.  In November,  1992, Florida voters approved a constitutional
amendment  requiring  the  state  of fund a Budget  Stabilization  Fund to 5% of
general  revenues,  with  funding to be phased in over five years  beginning  in
fiscal 1995. The Working Capital Fund will become the Budget Stabilization Fund.
Major sources of tax revenues to the General  Revenue Fund are the sales and use
tax,  corporate  income  tax and  beverage  tax.  The  over-  dependence  on the
sensitive sales tax creates vulnerability to recession.  Accordingly,  financial
operations  have been  strained  during  the past few  years,  but the state has
responded in a timely manner to maintain budgetary control.

         The state is highly  vulnerable to hurricane  damage.  Hurricane Andrew
devastated  portions of southern  Florida in August,  1992,  costing billions of
dollars in emergency  relief,  damage,  and repair costs.  However,  the overall
financial  condition of the major  issuers of  municipal  bond debt in the state
were  relatively  unaffected  by  Hurricane  Andrew,  due  to  federal  disaster
assistance  payments and the overall level of private insurance.  However, it is
possible that single  revenue-based local bond issues could be severely impacted
by storm damage in certain circumstances.

         Florida's  debt  structure is complex.  Most state debt is payable from
specified  taxes and  additionally  secured  by the full faith and credit of the
state.  Under the general  obligation  pledge, to the extent specified taxes are
insufficient,  the state is  unconditionally  required to make  payment on bonds
from all non-dedicated taxes.

         Each Fund's  concentration  in  securities  issued by the state and its
political  subdivisions  provides  a greater  level of risk than a fund which is
diversified  across numerous states and municipal  entities.  The ability of the
state  or its  municipalities  to meet  their  obligations  will  depend  on the
availability of tax and other  revenues;  economic,  political,  and demographic
conditions within the state; and the underlying  condition of the state, and its
municipalities.


                                                                            -50-

<PAGE>



              APPENDIX D - ADDITIONAL INFORMATION CONCERNING GEORGIA

         Because Georgia  Municipal Bond will  ordinarily  invest 80% or more of
its net  assets  in  Georgia  obligations,  it is more  susceptible  to  factors
affecting  Georgia  issuers  than  is  a  comparable  municipal  bond  fund  not
concentrated in the obligations of issuers located in a single state.

         Georgia's  rating  reflects  the  state's  positive   economic  trends,
conservative  financial  management,  improved financial position,  and low debt
burden. The state's recovery from the recent economic recession has been steady;
the rate of  recovery is better than  regional  trends,  albeit half the rate of
earlier recoveries. While this recovery does not meet the explosive patterns set
in past cycles,  recent state data reveal that Georgia  ranks among the top five
states  in the  nation  in  employment  and total  population  growth.  Stronger
economic  trends  and   conservative   revenue   forecasting   resulted  in  the
continuation  of improved  financial  results for the fiscal year ended June 30,
1994.  The state's  general  fund closed  fiscal 1994 with a total fund  balance
position of $480.6 million, of which $249.5 million was in the revenue shortfall
reserve fund (3% of revenues),  marking the second  consecutive year of build-up
in that  reserve.  The  mid-year  adjustment  reserve was fully  funded at $89.1
million. The state's adopted budget fiscal 1995, called for an increase in state
spending  to $9.8  billion,  up 6.5%  from the  prior  period.  Estimating  that
economic  growth will be in the 6%-8% range for the second  straight  year,  the
budget  report  forecasted  general fund  revenues to grow to $9.4  billion,  an
increase of $490.0 million,  or 5.5% above actual fiscal 1994 levels.  Sales and
income taxes account for the majority of that  increase,  despite a $100 million
cut in personal income taxes.  Additional  revenues provided by lottery proceeds
($240  million)  and  indigent-care  trust fund  monies  support  the  remaining
spending.  Revenues  for the first three  months of the current year are running
nearly 8.4% above fiscal 1994 levels.  Most of the increase is  attributable  to
the growth in personal and corporate  income and sales taxes.  As a result,  the
state  anticipates that fiscal 1995 will once again produce  positive  financial
results.

         Except for the major  building  projects  necessary for the 1996 Summer
Olympics, it appears unlikely that areas in and around metropolitan Atlanta will
experience the building construction rates of the mid to late 1980's. It further
appears that many of Georgia's  other  cities are poised to  participate  in the
recovery that inevitably will take place.

         The classification of the Fund under the Investment Company Act of 1940
as a "non-diversified" investment company allows the Fund to invest more than 5%
of its  assets in the  securities  of any  issuer,  subject to  satisfaction  of
certain tax  requirements.  Because of the relatively  small number of issues of
Georgia  obligations,  the Fund is likely to invest a greater  percentage of its
assets in the securities of a single issuer than is an investment  company which
invests in a broad range of municipal obligations.  Therefore, the Fund would be
more  susceptible  than a diversified  investment  company to any single adverse
economic or political  occurrence or development  affecting Georgia issuers. The
Fund will also be subject to an increase risk of loss if the issuer is unable to
make  interest or principal  payments or if the market value of such  securities
declines. It is also possible that there will not be sufficient  availability of
suitable Georgia tax-exempt obligations for the Fund to achieve its objective of
providing income exempt from Georgia income tax.

                                                                            -51-

<PAGE>




               APPENDIX E - ADDITIONAL INFORMATION CONCERNING NORTH CAROLINA

         Because North  Carolina  Municipal Bond will  ordinarily  invest 80% or
more of its net assets in North Carolina obligations,  it is more susceptible to
factors  affecting North Carolina (or the "State")  issuers than is a comparable
municipal bond fund not  concentrated in the obligations of issuers located in a
single state.

         North  Carolina  has  an  economy   dependent  on   manufacturing   and
agriculture; however, diversification into trade and service areas is occurring.
Historically,  textiles and furniture  dominated  industry lines,  but increased
activity in financial services,  research, and high technology  manufacturing is
now  apparent.  Tobacco  remains the primary  agricultural  commodity.  Economic
development  continues,  and long-term  personal  income trends  indicate gains,
although  wealth  levels  remain  below those of the nation.  Employment  growth
accelerated over the past two years,  and unemployment  rates remain below those
of the nation.

         North  Carolina is  characterized  by moderate debt levels (albeit with
growing capital needs), favorable economic performance,  and financial strengths
exhibited  over the past several  years.  North  Carolina is one of only several
states expected to sustain favorable  economic  expansion  throughout the 1990s,
according to the U.S. Bureau of Economic Analysis indicators. Economic growth in
the State is bolstered by a lower-than-average  cost of living, income levels at
about  90% of U.S.  averages  - though  it is much  higher  in the  metropolitan
centers - and a highly  respected  public and private higher  education  system,
including the University of North Carolina at Chapel Hill and Duke University in
Durham.

         The  North  Carolina  State   Constitution   requires  that  the  total
expenditures  of the State for a fiscal  period  shall not  exceed  the total of
receipts  during  the  fiscal  period  and the  surplus  remaining  in the State
Treasury at the beginning of the period.  In certain of the past several  years,
the  State  has  had  to  restrict   expenditures   to  comply  with  the  State
Constitution. The State has long record of sound financial operations, and while
the revenue system is narrow, the budget balancing law is strong and appropriate
curbs are made when necessary.

         The state's  finances,  which enjoyed  surpluses and adequate  reserves
throughout  the  1980s,  began  reflecting  economic  downturn  in fiscal  1990.
Reserves were fully depleted during the recession,  but through a combination of
tax and spending actions and more recently,  with the aid of economic  recovery,
have now been fully restored.

         Financial  operations have been restored to their historically  healthy
position after a period of strain between fiscal years 1990 and 1992.  Available
unreserved balances and budget stabilization reserve totaled $440 million at the
end of fiscal 1994  equivalent  to 4.1% of annual  expenditures.  On a budgetary
basis,  fiscal 1994 ended with an $887.5 million balance;  however, a portion of
this  balance has been  appropriated  for fiscal 1995  operations.  Conservative
revenue  assumptions  and sound budgeting  practices  should result in a similar
balance at the end of 1995. The restoration of adequate  reserve levels confirms
the state's longstanding commitment to a sound financial position.

         Debt ratios are among the lowest in the country. State debt ratios will
remain  below  national  medians even after all of the $300 million of currently
authorized debt is issued.
Payout is rapid.

         North  Carolina  ranks  among the top ten  states in terms of  economic
growth,  as measured by job and personal  income  growth.  Diversification  into
financial  services,  research,  and high technology  manufacturing  is reducing
historical dependence on agriculture, textiles, and furniture manufacturing.

         As of December  31,  1994,  general  obligations  of the State of North
Carolina were rated  Aaa/AAA/AAA  by Moody's,  S&P and Fitch  Investors  Service
("Fitch"),  respectively. There can be no assurance that the economic conditions
on which these  ratings are based will continue or that  particular  bond issues
may not be  adversely  affected  by  changes  in  economic,  political  or other
conditions.

         North Carolina  obligations also include obligations of the governments
of Puerto Rico, the Virgin Islands and Guam to the extent these  obligations are
exempt from North

                                                                            -52-

<PAGE>



Carolina State personal  income taxes.  The Fund will not invest more than 5% of
its net assets in the  obligations  of each of the Virgin  Islands and Guam, but
may invest without  limitation in the  obligations of Puerto Rico.  Accordingly,
the Fund may be adversely  affected by local  political and economic  conditions
and developments within Puerto Rico affecting the issuers of such obligations.


                                                                            -53-

<PAGE>




                   APPENDIX F - ADDITIONAL INFORMATION CONCERNING SOUTH CAROLINA

         The State of South  Carolina  has an economy  dominated  from the early
1920s  to the  present  by  textile  industry,  with  over  one of  every  three
manufacturing  workers directly or indirectly  related to the textile  industry.
However,   since  1950  the  economic  bases  of  the  State  have  become  more
diversified,  as the trade and service  sectors and durable goods  manufacturing
industries  have  developed.  Currently,  Moody's rates South  Carolina  general
obligations  bonds  "Aaa"  and S&P  rates  such  bonds  "AA+."  There  can be no
assurance  that the economic  conditions  on which those  ratings are based will
continue or that particular bond issues may not be adversely affected by changes
in the economic or political conditions.

         The South Carolina State Constitution  mandates a balanced budget. If a
deficit  occurs,  the General  Assembly  must  account for it in the  succeeding
fiscal year.  In addition,  if a deficit  appears  likely,  the State Budget and
Control Board (the "State Board") may reduce  appropriations  during the current
fiscal year as necessary to prevent the deficit.  The State Constitution  limits
annual  increases  in State  appropriations  to the  average  growth rate of the
economy of the State and annual  increases  in the number of State  employees to
the average growth of the population of the State.

         The State Constitution requires a General Reserve Fund ("General Fund")
that equals three  percent of General  Fund revenue for the latest  fiscal year.
When deficits have occurred,  the State has funded them out of the General Fund.
The State  Constitution  also requires a Capital  Reserve Fund ("Capital  Fund")
equal to two percent of General Fund revenue. Before March 1st of each year, the
Capital Fund must be used to offset mid-year budget  reductions before mandating
cuts in operating  appropriations,  and after March 1st, the Capital Fund may be
appropriated  by a special  vote of the General  Assembly to finance  previously
authorized capital  improvements or other nonrecurring  purposes.  Monies in the
Capital Fund not appropriated or any appropriation  for a particular  project or
item that has been  reduced  due to  application  of the  monies  to a  year-end
deficit must go back to the General Fund.

         The effects of the most recent military  base-closing and consolidation
legislation  is having a  negative  effect on  several  sections  of the  State,
particularly  the Charleston  area.  During 1995, the Charleston  Naval Base and
Shipyard will begin closing down.  The Navy has estimated that up to 38,000 jobs
will be lost over the next several years.

         South Carolina  Municipal Bond's  concentration in securities issued by
the  State  or its  subdivisions  provides  a  greater  level  of  risk  than an
investment  company which is diversified  across a larger  geographic  area. For
example,  the passage of the North American Free Trade Agreement could result in
increased  competition for the State's textile  industry due to the availability
of less-expensive foreign labor.

         Presently,  South Carolina subjects bonds issued by other states to its
income tax. If this tax was declared unconstitutional, the value of bonds in the
Fund could decline a small but  measurable  amount.  Also, the Fund could become
slightly less attractive to potential future investors.

         The Fund's investment adviser believes that the information  summarized
above describes some of the more  significant  matters relating to the Fund. The
sources of the  information  are the official  statements of issuers  located in
South Carolina,  other publicly  available  documents,  and oral statements from
various State  agencies.  The Fund's  investment  adviser has not  independently
verified  any of the  information  contained in the  official  statement,  other
publicly available documents, or oral statements from various State agencies.


                                                                            -54-

<PAGE>



                   APPENDIX G - ADDITIONAL INFORMATION CONCERNING VIRGINIA

         Virginia  Municipal Bond invests in  obligations  of Virginia  issuers,
which results in the Fund's  performance  being subject to risks associated with
the overall conditions present within the State. The following  information is a
brief summary of the recent prevailing economic conditions and a general summary
of  the  State's  financial  status.  This  information  is  based  on  official
statements relating to securities that have been offered by Virginia issuers and
from other sources  believed to be reliable,  but should not be relied upon as a
complete description of all relevant information.

         Virginia's  credit  strength  is derived  from a  diversified  economy,
relatively low unemployment  rates,  strong financial  management,  and low debt
burden.  The  State's  economy  benefits  significantly  from its  proximity  to
Washington  D.C.  Government is the State's  third- largest  employment  sector,
comprising  21% of total  employment.  Other  important  sectors of the  economy
include shipbuilding, tourism, construction, and agriculture.

         Virginia is a very  conservative  debt issuer and has  maintained  debt
levels  that are low in  relation  to its  substantial  resources.  Conservative
policies  also  dominate  the  State's  financial  operations,   and  the  State
administration  continually  demonstrates  its ability and willingness to adjust
financial  planning and budgeting to preserve  financial  balance.  For example,
economic  weakness in the State and the region caused  personal income and sales
and corporate tax collections to fall below  projected  forecasts and placed the
State  under  budgetary  strain.  The State  reacted  by  reducing  its  revenue
expectations for the 1990-92 biennium and preserved  financial balance through a
series of transfers,  appropriation  reductions,  and other budgetary revisions.
Management's  actions  resulted in a modest budget  surplus for fiscal 1992, and
another modest surplus was reported for fiscal 1993,  which ended June 30th. The
1994  Virginia  budget  experienced  a  significant  surplus due to an improving
economy,  including  job growth of 3.0%/year  overall.  Overall,  Virginia has a
stable credit  outlook due mainly to its diverse  economy and resource  base, as
well as a conservative approach to financial operations. Revenue growth for 1994
was 6%.  Budgets  for 1995 and 1996  call for  revenue  growth of 6.1% and 5.8%,
respectively.

         The  Fund's  concentration  in  securities  issued by the State and its
political  subdivisions  provides  a greater  level of risk than a fund which is
diversified  across numerous states and municipal  entities.  The ability of the
State  or its  municipalities  to meet  their  obligations  will  depend  on the
availability of tax and other  revenues;  economic,  political,  and demographic
conditions  within the State; and the underlying  fiscal condition of the State,
its countries, and its municipalities.

         Virginia   faces   some   economic   uncertainties   with   respect  to
defense-cutbacks.  Although Virginia's  unemployment rate of 4.9% (as of August,
1994) is well below the national  rate of 5.9%,  the State has been able to make
some  gains  in  the  services,   government,   and  construction  sectors  when
manufacturing and trade were down slightly.

         The  effects of the most  recent  base-closing  legislation  were muted
because of  consolidation  from  out-of-state  bases to Virginia  installations.
While military operations at the Pentagon are unlikely to be threatened, another
round of  base-closings  scheduled for 1995 may  jeopardize a number of Virginia
installations.




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



                          THE EVERGREEN MUNICIPAL TRUST

PART C.    OTHER INFORMATION

Item 24. Financial Statements and Exhibits

a.       Financial Statements

     Included in Part A of this Registration Statement:

       Financial Highlights for Evergreen  Short-Intermediate Municipal Fund for
       the fiscal period from July 17, 1991 (commencement of operations) through
       August 31, 1991 and for the fiscal  years ended  August 31, 1992  through
       August 31, 1994 and for the six months ended February 28, 1995.

       Financial  Highlights for Evergreen  Short-Intermediate  Municipal Fund -
       California for the fiscal period from November 2, 1988  (commencement  of
       operations) through August 31, 1989 and for the fiscal years ended August
       31, 1990 through  August 31, 1994 and for the six months  ended  February
       28, 1995.

       Financial  Highlights  for Evergreen Tax Exempt Money Market Fund for the
       fiscal period from November 2, 1988 (commencement of operations)  through
       August 31, 1989 and for the fiscal  years ended  August 31, 1990  through
       August 31, 1994 and for the six months ended February 28, 1995.

     Included in Part B of this Registration Statement:*

       Statements of Investments of Evergreen Short-Intermediate Municipal Fund,
       Evergreen  Short-Intermediate  Municipal Fund - California, and Evergreen
       Tax Exempt Money Market Fund as of August 31, 1994 and February 28, 1995

       Statements  of Assets and  Liabilities  of  Evergreen  Short-Intermediate
       Municipal Fund, Evergreen Short-Intermediate Municipal Fund - California,
       and  Evergreen  Tax Exempt  Money  Market  Fund as of August 31, 1994 and
       February 28, 1995

       Statements of Operations of Evergreen  Short-Intermediate Municipal Fund,
       Evergreen  Short-Intermediate  Municipal Fund - California, and Evergreen
       Tax Exempt  Money  Market Fund for the year ended August 31, 1994 and for
       the six months ended February 28, 1995

       Statements  of  Changes  in Net  Assets of  Evergreen  Short-Intermediate
       Municipal Fund, Evergreen Short-Intermediate Municipal Fund - California,
       and  Evergreen  Tax Exempt  Money  Market Fund for the fiscal years ended
       August 31, 1993 and 1994 and for the six months ended February 28, 1995

       Financial  Highlights  of Evergreen  Short-Intermediate  Municipal  Fund,
       Evergreen  Short-Intermediate  Municipal Fund - California, and Evergreen
       Tax Exempt Money Market Fund
         
       Statement of Assets and Liabilities of Evergreen Florida High Income 
       Municipal Bond Fund as of June 23, 1995
 
       Notes to Financial Statements of Evergreen Short-Intermediate Municipal



<PAGE>



       Fund,  Evergreen  Short-Intermediate  Municipal  Fund -  California,  and
       Evergreen Tax Exempt Money Market Fund

       Reports of Independent  Auditors  relating to each of the  aforementioned
       financial statements

       Statements,  schedules and historical information other than those listed
       above have been omitted  since they are either not  applicable or are not
       required or the required information is shown in the financial statements
       or notes thereto.
- --------------------
* Incorporated by reference to the Annual Report to Shareholders  for the fiscal
year  ended  August 31,  1994 and the Semi  Annual  Report for the period  ended
February 28, 1995 which has been  previously  filed with the  Commission and the
Annual and Semi Annual Reports of Registrant on form NSAR for the aforementioned
periods.


<PAGE>


b.       Exhibits

         Number   Description

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

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

         None

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

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

Evergreen Short Intermediate Municipal Fund:
    Class Y Shares of Beneficial Interest ($0.0001 par value)         1,202

    Class A Shares of Beneficial Interest ($0.0001 par value)            65

    Class B Shares of Beneficial Interest ($0.0001 par value)           135 

Evergreen Short Intermediate Municipal Fund-California:
    Class Y Shares of Beneficial Interest ($0.0001 par value)           800

    Class A Shares of Beneficial Interest ($0.0001 par value)             1

    Class B Shares of Beneficial Interest ($0.0001 par value)             1


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


Evergreen Florida High Income Municipal Bond Fund:
    Class Y Shares of Beneficial Interest ($0.0001 par value)            0

    Class A Shares of Beneficial Interest ($0.0001 par value)        3,045

    Class B Shares of Beneficial Interest ($0.0001 par value)            0


Evergreen Tax Exempt Money Market Fund:
    Class Y Shares of Beneficial Interest ($0.0001 par value)        9,122

    Class A Shares of Beneficial Interest ($0.0001 par value)           30

Item 27. Indemnification

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

         SECTION  11.1  Actions  Against  Trustee or  Officer.  The Trust  shall



<PAGE>



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

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

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

         SECTION 11.4 Required Standard of Conduct.

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

              (b) Nothing  contained  in this  Article XI shall be  construed to



<PAGE>



protect any Trustee or officer of the Trust  against any  liability to the Trust
or its  Shareholders to which he would otherwise be subject by reason of willful
misfeasance,  bad faith,  gross negligence,  or reckless disregard of the duties
involved in the conduct of his office (any such conduct being hereinafter called
"Disabling Conduct").  No indemnification shall be made pursuant to this Article
XI unless:
            (i) There is a final determination on the merits by a court or other
            body before whom the action, suit or proceeding was brought that the
            individual to be  indemnified  was not liable by reason of Disabling
            Conduct; or

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

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

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

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

               (a) the Trustee or officer to be indemnified  provides a security
               for his  undertaking;  or (b) The Trust is insured against losses
               arising by reason of any lawful advances; or

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

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

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

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



<PAGE>




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

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

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

Item 28. Business or Other Connections of Investment Adviser

     Evergreen  Asset  Management  Corp.  ("Evergreen  Asset"),  the  investment
adviser to  Registrant's  Evergreen  Fund series,  and Lieber and  Company,  the
sub-adviser  to  Registrant's  Evergreen Fund series also acts as such to one or
more of the separate  investment  series  offered by The Evergreen  Total Return
Fund, The Evergreen  Limited Market Fund, Inc., The Evergreen Value Timing Fund,
The Evergreen Money Market Trust, The Evergreen  American  Retirement Trust, The
Evergreen  Municipal  Trust,  Evergreen  Global  Real  Estate  Equity  Trust and
Evergreen  Foundation  Fund, all  registered  investment  companies.  Stephen A.
Lieber,  Chairman and Co-CEO, Theodore J. Israel, Jr., Executive Vice President,
Nola Maddox  Falcone,  President  and  Co-CEO,  George R.  Gaspari,  Senior Vice
President  and CFO and Joseph J.  McBrien,  Senior  Vice  President  and General
Counsel,  are the principal executive officers of Evergreen Asset and Lieber and
Company,  were,  prior to June 30, 1994 officers and/or directors or trustees of
the  Registrant  and the other  funds for which the Adviser  acts as  investment
adviser.

     For a description of the other business of the First Union National Bank of
North  Carolina  ("FUNB-NC"),   which  will  serves  as  investment  adviser  to
Registrant's  Evergreen  Aggressive Growth Fund series, see the section entitled
"Investment Advisers" in Part A.

     The Directors and principal  executive  officers of FUNB,  are set forth in
the following table:


               FIRST UNION NATIONAL BANK OF NORTH CAROLINA
                           BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

               FIRST UNION NATIONAL BANK OF NORTH CAROLINA
                           EXECUTIVE OFFICERS

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

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



Item 29. Principal Underwriters

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

         Director          Michael C. Petrycki

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

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


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



Item 30. Location of Accounts and Records

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


Item 31. Management Services

                           Not Applicable.

Item 32. Undertakings

                           Not Applicable.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
has  duly  caused  this  Post-Effective  Amendment  No.  19 to the  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in The City of New York, State of New York, on the 30th day of June,
1995.

                                Evergreen Municipal Trust


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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Post-Effective  Amendment  No. 19 to the  Registration  Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.

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

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


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


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


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


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


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


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


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


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


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


<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number                     Description                                   Page

11                       Consent of Independent
                         Accountants



17                       Financial Data Schedules

Other Exhibit

                         Performance Schedule

<PAGE>






CONSENT OF INDEPENDENT ACCOUNTANTS

     Consent of Independent Accountants

     We hereby  consent to the use in the  Statement of  Additional  Information
constituting  part of this  Post-Effective  Amendment No. 19 to the registration
statement on Form N-1A (the  "Registration  Statement") of our report dated June
30, 1995,  relating to the statement of assets and  liabilities at June 23, 1995
of Evergreen  Florida High Income  Municipal  Bond Fund,  which  appears in such
Statement of Additional  Information,  and to the  incorporation by reference of
our report into the Prospectuses  which  constitute  parts of this  Registration
Statement.  We also consent to the  incorporation by reference in the Prospectus
and  Statement  of  Additional  Information  constituting  parts  of  this  Post
Effective Amendment No. 19 to the Registration  Statement registration statement
on Form N-1A (the  "Registration  Statement")  of our reports  dated October 17,
1994, relating to the financial statements and financial highlights appearing in
the August 31, 1994 Annual Reporst to  Shareholders  of the Evergreen Tax Exempt
Money Market Fund, The Evergreen Short Intermediate  Municipal  Fund-California,
The Evergreen  Short  Intermediate  Municipal  Fund and the  Evergreen  National
Tax-Free Fund,  which are also  incorporated by reference into the  Registration
Statement.  We also consent to the references to us under the heading "Financial
Highlights" in the Prospectus and under the headings "Independent  Auditors" and
"Financial Statements" in the Statement of Additional Information.

/s/Price Waterhouse LLP
Price Waterhouse LLP
New York, NY
March 30, 1995




<TABLE> <S> <C>


       
<S>                                       <C>

<ARTICLE> 6
<SERIES>
      <NUMBER>                            1
        <NAME>                            EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND
<PERIOD-TYPE>                             12-Mos
<FISCAL-YEAR-END>                         Aug-31-1994
<PERIOD-END>                              Aug-31-1994
<INVESTMENTS-AT-COST>                      52,488,411
<INVESTMENTS-AT-VALUE>                     52,822,054
<RECEIVABLES>                                 737,818
<ASSETS-OTHER>                                110,392
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                             53,670,264
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                     253,095
<TOTAL-LIABILITIES>                           253,095
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                   52,232,212
<SHARES-COMMON-STOCK>                       5,230,083
<SHARES-COMMON-PRIOR>                       6,295,897
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                      (148,686)
<OVERDISTRIBUTION-GAINS>                       96,012
<ACCUM-APPREC-OR-DEPREC>                      333,643
<NET-ASSETS>                               53,417,169
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                           3,082,775
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                347,990
<NET-INVESTMENT-INCOME>                     2,734,785
<REALIZED-GAINS-CURRENT>                      (53,108)
<APPREC-INCREASE-CURRENT>                  (1,837,704)
<NET-CHANGE-FROM-OPS>                         843,973
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                   2,734,785
<DISTRIBUTIONS-OF-GAINS>                      180,991
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                     1,211,704
<NUMBER-OF-SHARES-REDEEMED>                 2,526,223
<SHARES-REINVESTED>                           248,705
<NET-CHANGE-IN-ASSETS>                    (13,190,015)
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                     180,991
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                         301,565
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                               498,184
<AVERAGE-NET-ASSETS>                       60,312,957
<PER-SHARE-NAV-BEGIN>                           10.58
<PER-SHARE-NII>                                  0.47
<PER-SHARE-GAIN-APPREC>                         (0.32)
<PER-SHARE-DIVIDEND>                             0.47
<PER-SHARE-DISTRIBUTIONS>                        0.05
<RETURNS-OF-CAPITAL>                                0
<PER-SHARE-NAV-END>                             10.21
<EXPENSE-RATIO>                                  0.58
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

       
<S>                                <C>
<ARTICLE> 6
<SERIES>
      <NUMBER>                     2
      <NAME>                       EVERGREEN TAX-EXEMPT MONEY MARKET FUND PORTFOLIO

<PERIOD-TYPE>                               12-Mos
<FISCAL-YEAR-END>                      Aug-31-1994
<PERIOD-END>                           Aug-31-1994
<INVESTMENTS-AT-COST>                  412,615,353
<INVESTMENTS-AT-VALUE>                 412,615,353
<RECEIVABLES>                            2,809,528
<ASSETS-OTHER>                           1,158,272
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                         416,583,173
<PAYABLE-FOR-SECURITIES>                12,905,836
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                1,258,156
<TOTAL-LIABILITIES>                     14,163,992
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>               402,419,181
<SHARES-COMMON-STOCK>                  402,419,181
<SHARES-COMMON-PRIOR>                  401,375,823
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                           402,419,181
<DIVIDEND-INCOME>                                0
<INTEREST-INCOME>                       11,930,196
<OTHER-INCOME>                                   0
<EXPENSES-NET>                           1,438,093
<NET-INVESTMENT-INCOME>                 10,492,103
<REALIZED-GAINS-CURRENT>                         0
<APPREC-INCREASE-CURRENT>                        0
<NET-CHANGE-FROM-OPS>                   10,492,103
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                10,492,103
<DISTRIBUTIONS-OF-GAINS>                          0
<DISTRIBUTIONS-OTHER>                             0
<NUMBER-OF-SHARES-SOLD>                 438,032,706
<NUMBER-OF-SHARES-REDEEMED>             447,132,393
<SHARES-REINVESTED>                      10,143,045
<NET-CHANGE-IN-ASSETS>                    1,043,358
<ACCUMULATED-NII-PRIOR>                           0
<ACCUMULATED-GAINS-PRIOR>                         0
<OVERDISTRIB-NII-PRIOR>                           0
<OVERDIST-NET-GAINS-PRIOR>                        0
<GROSS-ADVISORY-FEES>                     2,126,246
<INTEREST-EXPENSE>                                0
<GROSS-EXPENSE>                           2,694,746
<AVERAGE-NET-ASSETS>                    425,249,277
<PER-SHARE-NAV-BEGIN>                          1.00
<PER-SHARE-NII>                               0.025
<PER-SHARE-GAIN-APPREC>                           0
<PER-SHARE-DIVIDEND>                              0
<PER-SHARE-DISTRIBUTIONS>                     0.025
<RETURNS-OF-CAPITAL>                              0
<PER-SHARE-NAV-END>                            1.00
<EXPENSE-RATIO>                                0.34
<AVG-DEBT-OUTSTANDING>                            0
<AVG-DEBT-PER-SHARE>                              0
        


</TABLE>

<TABLE> <S> <C>

       
<S>                                  <C>

<ARTICLE> 6
<SERIES> 
        <NUMBER>                     3
          <NAME>                     EVERGREEN NATIONAL TAX-FREE FUND

<PERIOD-TYPE>                              12-Mos
<FISCAL-YEAR-END>                     Aug-31-1994
<PERIOD-END>                          Aug-31-1994
<INVESTMENTS-AT-COST>                  41,977,070
<INVESTMENTS-AT-VALUE>                 41,285,743
<RECEIVABLES>                           1,583,788
<ASSETS-OTHER>                            115,447
<OTHER-ITEMS-ASSETS>                            0
<TOTAL-ASSETS>                         42,984,978
<PAYABLE-FOR-SECURITIES>                 773,449
<SENIOR-LONG-TERM-DEBT>                         0
<OTHER-ITEMS-LIABILITIES>                  68,196
<TOTAL-LIABILITIES>                       841,645
<SENIOR-EQUITY>                                 0
<PAID-IN-CAPITAL-COMMON>               44,080,537
<SHARES-COMMON-STOCK>                   4,216,459
<SHARES-COMMON-PRIOR>                   3,029,743
<ACCUMULATED-NII-CURRENT>                       0
<OVERDISTRIBUTION-NII>                          0
<ACCUMULATED-NET-GAINS>                (1,245,877)
<OVERDISTRIBUTION-GAINS>                   86,673
<ACCUM-APPREC-OR-DEPREC>                 (691,327)
<NET-ASSETS>                           42,143,333
<DIVIDEND-INCOME>                               0
<INTEREST-INCOME>                       2,109,228
<OTHER-INCOME>                                  0
<EXPENSES-NET>                            113,534
<NET-INVESTMENT-INCOME>                 1,995,694
<REALIZED-GAINS-CURRENT>               (1,159,204)
<APPREC-INCREASE-CURRENT>              (1,935,794)
<NET-CHANGE-FROM-OPS>                  (1,099,304)
<EQUALIZATION>                                  0
<DISTRIBUTIONS-OF-INCOME>               1,995,694
<DISTRIBUTIONS-OF-GAINS>                  494,382
<DISTRIBUTIONS-OTHER>                           0
<NUMBER-OF-SHARES-SOLD>                 2,815,233
<NUMBER-OF-SHARES-REDEEMED>             1,860,323
<SHARES-REINVESTED>                       231,806
<NET-CHANGE-IN-ASSETS>                  9,058,227
<ACCUMULATED-NII-PRIOR>                         0
<ACCUMULATED-GAINS-PRIOR>                 494,382
<OVERDISTRIB-NII-PRIOR>                         0
<OVERDIST-NET-GAINS-PRIOR>                      0
<GROSS-ADVISORY-FEES>                     196,809
<INTEREST-EXPENSE>                              0
<GROSS-EXPENSE>                           349,610
<AVERAGE-NET-ASSETS>                   39,361,721
<PER-SHARE-NAV-BEGIN>                       10.92
<PER-SHARE-NII>                              0.53
<PER-SHARE-GAIN-APPREC>                     (0.77)
<PER-SHARE-DIVIDEND>                         0.53
<PER-SHARE-DISTRIBUTIONS>                    0.16
<RETURNS-OF-CAPITAL>                            0
<PER-SHARE-NAV-END>                          9.99
<EXPENSE-RATIO>                              0.29
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE>                            0
        

</TABLE>

<TABLE> <S> <C>

       
<S>                           <C>

<ARTICLE> 6
<SERIES>
      <NUMBER>                4
      <NAME>                  EVERGREEN SHORT-INTERMEDIATE MUNICIPAL FUND-CALIFORNIA
<PERIOD-TYPE>                      12-Mos
<FISCAL-YEAR-END>             Aug-31-1994
<PERIOD-END>                  Aug-31-1994
<INVESTMENTS-AT-COST>          28,041,963
<INVESTMENTS-AT-VALUE>         28,122,538
<RECEIVABLES>                     387,383
<ASSETS-OTHER>                     24,902
<OTHER-ITEMS-ASSETS>                    0
<TOTAL-ASSETS>                 28,534,823
<PAYABLE-FOR-SECURITIES>                0
<SENIOR-LONG-TERM-DEBT>                 0
<OTHER-ITEMS-LIABILITIES>         101,788
<TOTAL-LIABILITIES>               101,788
<SENIOR-EQUITY>                         0
<PAID-IN-CAPITAL-COMMON>       28,275,386
<SHARES-COMMON-STOCK>           2,816,554
<SHARES-COMMON-PRIOR>           2,915,063
<ACCUMULATED-NII-CURRENT>               0
<OVERDISTRIBUTION-NII>                  0
<ACCUMULATED-NET-GAINS>            77,074
<OVERDISTRIBUTION-GAINS>                0
<ACCUM-APPREC-OR-DEPREC>           80,575
<NET-ASSETS>                   28,433,035
<DIVIDEND-INCOME>                       0
<INTEREST-INCOME>               1,410,461
<OTHER-INCOME>                          0
<EXPENSES-NET>                    154,461
<NET-INVESTMENT-INCOME>         1,256,000
<REALIZED-GAINS-CURRENT>           97,167
<APPREC-INCREASE-CURRENT>        (823,736)
<NET-CHANGE-FROM-OPS>             529,431
<EQUALIZATION>                          0
<DISTRIBUTIONS-OF-INCOME>       1,256,000
<DISTRIBUTIONS-OF-GAINS>           97,167
<DISTRIBUTIONS-OTHER>                   0
<NUMBER-OF-SHARES-SOLD>         1,453,754
<NUMBER-OF-SHARES-REDEEMED>     1,666,477
<SHARES-REINVESTED>               114,214
<NET-CHANGE-IN-ASSETS>         (1,702,468)
<ACCUMULATED-NII-PRIOR>                 0
<ACCUMULATED-GAINS-PRIOR>           2,656
<OVERDISTRIB-NII-PRIOR>                 0
<OVERDIST-NET-GAINS-PRIOR>              0
<GROSS-ADVISORY-FEES>             164,447
<INTEREST-EXPENSE>                      0
<GROSS-EXPENSE>                   284,413
<AVERAGE-NET-ASSETS>           29,899,508
<PER-SHARE-NAV-BEGIN>               10.34
<PER-SHARE-NII>                      0.43
<PER-SHARE-GAIN-APPREC>             (0.24)
<PER-SHARE-DIVIDEND>                 0.43
<PER-SHARE-DISTRIBUTIONS>            0.01
<RETURNS-OF-CAPITAL>                    0
<PER-SHARE-NAV-END>                 10.09
<EXPENSE-RATIO>                      0.52
<AVG-DEBT-OUTSTANDING>                  0
<AVG-DEBT-PER-SHARE>                    0

        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                                    6
<SERIES>
   <NUMBER>                                  1
   <NAME>                        ABT Florida High Income
       
<S>                                        <C>
<PERIOD-TYPE>                           12-MOS
<FISCAL-YEAR-END>                  Apr-30-1995
<PERIOD-END>                       Apr-30-1995
<INVESTMENTS-AT-COST>               63,820,802
<INVESTMENTS-AT-VALUE>              63,377,581
<RECEIVABLES>                        1,669,991
<ASSETS-OTHER>                         694,312
<OTHER-ITEMS-ASSETS>                         0
<TOTAL-ASSETS>                      65,741,884
<PAYABLE-FOR-SECURITIES>                     0
<SENIOR-LONG-TERM-DEBT>                      0
<OTHER-ITEMS-LIABILITIES>              699,009
<TOTAL-LIABILITIES>                    699,009
<SENIOR-EQUITY>                              0
<PAID-IN-CAPITAL-COMMON>            66,992,667
<SHARES-COMMON-STOCK>                6,398,976
<SHARES-COMMON-PRIOR>                7,209,940
<ACCUMULATED-NII-CURRENT>                  604
<OVERDISTRIBUTION-NII>                       0
<ACCUMULATED-NET-GAINS>             (1,507,175)
<OVERDISTRIBUTION-GAINS>                     0
<ACCUM-APPREC-OR-DEPREC>              (443,221)
<NET-ASSETS>                        65,042,875
<DIVIDEND-INCOME>                            0
<INTEREST-INCOME>                    4,949,306
<OTHER-INCOME>                               0
<EXPENSES-NET>                         414,812
<NET-INVESTMENT-INCOME>              4,534,494
<REALIZED-GAINS-CURRENT>            (1,288,520)
<APPREC-INCREASE-CURRENT>            1,557,790
<NET-CHANGE-FROM-OPS>                4,803,764
<EQUALIZATION>                               0
<DISTRIBUTIONS-OF-INCOME>            4,533,890
<DISTRIBUTIONS-OF-GAINS>                     0
<DISTRIBUTIONS-OTHER>                        0
<NUMBER-OF-SHARES-SOLD>              1,229,625
<NUMBER-OF-SHARES-REDEEMED>          2,147,860
<SHARES-REINVESTED>                    107,271
<NET-CHANGE-IN-ASSETS>              (7,640,039)
<ACCUMULATED-NII-PRIOR>                      0
<ACCUMULATED-GAINS-PRIOR>             (218,655)
<OVERDISTRIB-NII-PRIOR>                      0
<OVERDIST-NET-GAINS-PRIOR>                   0
<GROSS-ADVISORY-FEES>                  417,109
<INTEREST-EXPENSE>                           0
<GROSS-EXPENSE>                        875,564
<AVERAGE-NET-ASSETS>                69,135,333
<PER-SHARE-NAV-BEGIN>                   10.080
<PER-SHARE-NII>                          0.650
<PER-SHARE-GAIN-APPREC>                  0.080
<PER-SHARE-DIVIDEND>                     0.650
<PER-SHARE-DISTRIBUTIONS>                0.000
<RETURNS-OF-CAPITAL>                     0
<PER-SHARE-NAV-END>                     10.160
<EXPENSE-RATIO>                             60
<AVG-DEBT-OUTSTANDING>                       0
<AVG-DEBT-PER-SHARE>                         0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                    6
<SERIES>
   <NUMBER>                                  1
   <NAME> Evergreen Florida Tax-Free, formerly ABT Florida Tax-Free
       
<S>                                        <C>
<PERIOD-TYPE>                           12-Mos
<FISCAL-YEAR-END>                  Apr-30-1995
<PERIOD-END>                       Apr-30-1995
<INVESTMENTS-AT-COST>              162,792,463
<INVESTMENTS-AT-VALUE>             169,221,981
<RECEIVABLES>                        2,639,594
<ASSETS-OTHER>                         463,857
<OTHER-ITEMS-ASSETS>                         0
<TOTAL-ASSETS>                     172,325,432
<PAYABLE-FOR-SECURITIES>             2,119,493
<SENIOR-LONG-TERM-DEBT>                      0
<OTHER-ITEMS-LIABILITIES>            1,663,442
<TOTAL-LIABILITIES>                  3,782,935
<SENIOR-EQUITY>                              0
<PAID-IN-CAPITAL-COMMON>           161,574,400
<SHARES-COMMON-STOCK>               15,470,064
<SHARES-COMMON-PRIOR>               18,500,864
<ACCUMULATED-NII-CURRENT>                    0
<OVERDISTRIBUTION-NII>                       0
<ACCUMULATED-NET-GAINS>                538,579
<OVERDISTRIBUTION-GAINS>                     0
<ACCUM-APPREC-OR-DEPREC>             6,429,518
<NET-ASSETS>                       168,542,497
<DIVIDEND-INCOME>                            0
<INTEREST-INCOME>                   11,739,563
<OTHER-INCOME>                               0
<EXPENSES-NET>                       1,135,944
<NET-INVESTMENT-INCOME>             10,603,619
<REALIZED-GAINS-CURRENT>               911,219
<APPREC-INCREASE-CURRENT>              658,645
<NET-CHANGE-FROM-OPS>               12,173,483
<EQUALIZATION>                               0
<DISTRIBUTIONS-OF-INCOME>           10,603,619
<DISTRIBUTIONS-OF-GAINS>               372,640
<DISTRIBUTIONS-OTHER>                        0
<NUMBER-OF-SHARES-SOLD>                984,064
<NUMBER-OF-SHARES-REDEEMED>          4,338,794
<SHARES-REINVESTED>                    323,930
<NET-CHANGE-IN-ASSETS>             (31,069,970)
<ACCUMULATED-NII-PRIOR>                      0
<ACCUMULATED-GAINS-PRIOR>                    0
<OVERDISTRIB-NII-PRIOR>                      0
<OVERDIST-NET-GAINS-PRIOR>                   0
<GROSS-ADVISORY-FEES>                  555,493
<INTEREST-EXPENSE>                           0
<GROSS-EXPENSE>                      1,135,944
<AVERAGE-NET-ASSETS>               186,220,328
<PER-SHARE-NAV-BEGIN>                   10.790
<PER-SHARE-NII>                          0.610
<PER-SHARE-GAIN-APPREC>                  0.120
<PER-SHARE-DIVIDEND>                     0.610
<PER-SHARE-DISTRIBUTIONS>                0.020
<RETURNS-OF-CAPITAL>                     0
<PER-SHARE-NAV-END>                     10.890
<EXPENSE-RATIO>                             61
<AVG-DEBT-OUTSTANDING>                       0
<AVG-DEBT-PER-SHARE>                         0
        


</TABLE>

<TABLE>
<CAPTION>

Schedule for Computation   Initial
of Fund Performance Data   Invest of:     $10,000

EVERGREEN SHORT-           Offering
INTERMEDIATE MUNICIPAL     Price/
FUND                       Share=         $10.00

Return Since Inception
ending 8/31/94              NAV=          $10.00

FYE:August31
<S>                       <C>       <C>       <C>          <C>        <C>      <C>           <C>      <C>
                                                                                                      Total
DECLARED: DAILY                     Begin                  Capital             Ending                 Ending
PAID: MONTHLY             Reinvest  Period    Dividend     Gain       Reinvest Period                 Investment
                            Dates   Shares    /Share       /Share     Price    Shares        Price    Value
                          11/18/91                                    10.00    1,000.000     10.00    10,000.00
                          11/29/91  1,000.000 0.020412380             10.05    1,002.031     10.05    10,070.41
                          12/31/91  1,002.031 0.046542875             10.15    1,006.626     10.15    10,217.25
                           1/31/92  1,006.626 0.046163465             10.15    1,011.204     10.15    10,253.72
                           2/28/92  1,011.204 0.038782210             10.15    1,015.068     10.15    10,302.94
                           3/31/92  1,015.068 0.039923440             10.10    1,019.080     10.10    10,292.71
                           4/30/92  1,019.080 0.042291330             10.15    1,023.326     10.15    10,386.76
                           5/29/92  1,023.326 0.042073525             10.20    1,027.547     10.20    10,480.98
                           6/30/92  1,027.547 0.041153470             10.25    1,031.673     10.25    10,574.65
                           7/31/92  1,031.673 0.043695340             10.40    1,036.008     10.40    10,774.48
                           8/28/92  1,036.008 0.038586243             10.33    1,039.877     10.33    10,741.93
                           9/30/92  1,039.877 0.040443334             10.35    1,043.941     10.35    10,804.79
                          10/30/92  1,043.941 0.040914259             10.29    1,048.092     10.29    10,784.86
                          11/30/92  1,048.092 0.040320616             10.35    1,052.175     10.35    10,890.01
                          12/31/92  1,052.175 0.041814222  0.0028     10.38    1,056.697     10.38    10,968.52
                           1/31/93  1,056.697 0.041936250             10.35    1,060.979     10.35    10,981.13
                           2/28/93  1,060.979 0.042258365             10.57    1,065.220     10.57    11,259.38
                           3/31/93  1,065.220 0.041026176             10.48    1,069.390     10.48    11,207.21
                           4/30/93  1,069.390 0.044483758             10.51    1,073.917     10.51    11,286.86
                           5/28/93  1,073.917 0.038887838             10.50    1,077.894     10.50    11,317.89
                           6/30/93  1,077.894 0.041713991             10.56    1,082.152     10.55    11,427.52
                           7/30/93  1,082.152 0.041676964             10.50    1,086.447     10.50    11,407.70
                           8/31/93  1,086.447 0.038940768             10.58    1,090.446     10.58    11,536.92
                           9/30/93  1,090.446 0.040634696             10.62    1,094.618     10.62    11,624.85
                          10/29/93  1,094.618 0.039932979             10.60    1,098.742     10.60    11,646.65
                          11/30/93  1,098.742 0.040390788             10.52    1,102.961     10.52    11,603.14
                          12/27/93  1,102.961              0.0465     10.58    1,107.808     10.58    11,720.61
                          12/30/93  1,107.808 0.040086126             10.58    1,112.005     10.58    11,765.02
                           1/28/94  1,112.005 0.039516775             10.60    1,116.151     10.60    11,831.20
                           2/28/94  1,116.151 0.040321489             10.42    1,120.470     lO.42    11,575.30
                           3/31/94  1,120.470 0.043325051             10.23    1,125.215     10.23    11,510.95
                           4/29/94  1,125.215 0.036276659             10.23    1,129.205     10.23    11,551.77
                           5/31/94  1,129.206 0.037693748             10.23    1,133.366     10.23    11,594.34
                           6/30/94  1,133.366 0.038536980             10.18    1,137.557     10.18    11,581.35
                           7/29/94  1,137.657 0.037601661             10.23    1,141.638     10.23    11,681.01
                           8/31/94  1,141.838 0.037586731             10.21    1,146.042     10.21    11,701.09

$10,000 (1+T) = End Value
        T = 17.01%

</TABLE>


<TABLE>
<CAPTION>

Schedule for Computation   Initial
of Fund Performance Data   Invest of:      $10,000

EVERGREEN NATIONAL        Offering
TAX-FREE FUND             Price/
                          Share        $10.00
Return Since Inception
ending 8/31/94            NAV=         $10.00

FYE:August 31
<S>                          <C>           <C>        <C>            <C>       <C>        <C>          <C>       <C>
                                                                                          Total
DECLARED: DAILY                            Begin                     Capital              Ending                 Ending
PAID: MONTHLY                Reinvest      Period     Dividend       Gain      Reinvest   Period                 Investment
                             Dates         Shares     /Share         /Share    Price      Shares       Price     Value
                             12/30/92      1,000.000                           10.00      1,000.000    10.00     10,000.00
                             12/31/92      1,000.000  0.002334854              10.00      1,000.233    10.00     10,002.33
                              1/31/93      1,000.233  0.052335088              10.14      1,005.396    10.14     10,194.71
                              2/28/93      1,005.396  0.051233194              10.60      1,010.255    10.60     10,708.71
                              3/31/93      1,010.255  0.050103854              10.36      1,015.141    10.36     10,516.86
                              4/30/93      1,015.141  0.053677093              10.49      1,020.336    10.49     10,703.32
                              5/28/93      1,020.336  0.046312610              10.50      1,024.836    10.50     10,760.78
                              6/30/93      1,024.836  0.049549711              10.69      1,029.586    10.69     11,006.28
                              7/30/93      1,029.586  0.050705855              10.60      1,034.511    10.60     10,965.82
                              8/31/93      1,034.511  0.046953579              10.92      1,038.960    10.92     11,345.44
                              9/30/93      1,038.980  0.048637666              11.05      1,043.533    11.05     11,531.04
                             10/29/93      1,043.533  0.047129300              11.01      1,048.000    11.01     11,538.48
                             11/30/93      1,048.000  0.043580358              10.79      1,052.232    10.79     11,353.59
                             12/27/93      1,052.232                 0.1639    10.83      1,068.157    10.83     11,568.14
                             12/30/93      1,068.157  0.043710663              10.82      1,072.472    10.82     11,604.15
                              1/28/94      1,072.472  0.043684840              10.92      1,076.762    10.92     11,758.24
                              2/28/94      1,076.762  0.044187051              10.50      1,081.294    10.50     11,353.58
                              3/31/94      1,081.294  0.047629268               9.90      1,086.496     9.90     10,756.31
                              4/29/94      1,086.496  0.040624889               9.89      1,090.959     9.89     10,789.58
                              5/31/94      1,090.959  0.042846789               9.99      1,095.638     9.99     10,945.42
                              6/30/94      1,095.636  0.042687555               9.83      1,100.396     9.83     10,816.89
                              7/29/94      1,100.396  0.043288540              10.04      1,105.140    10.04     11,095.61
                              8/31/94      1,105.140  0.040962675               9.99      1,109.672     9.99     11,085.62

$10,000 (1+T) = End Value
        T = 10.86%
</TABLE>


<TABLE>
<CAPTION>

Schedule for Computation  Initial
of Fund Performance Data  Invest of:     $10,000

EVERGREEN SHORT-          Offering 
INTERMEDIATE MUNICIPAL    Price/
FUND-CALIFORNIA           Share

                          $10.00
Return Since Inception
ending 8/31/94             NAV=          $10.00

FYE:August31
<S>                      <C>       <C>        <C>          <C>     <C>          <C>          <C>      <C>
                                                                                                      Total
DECLARED: DAILY                    Begin                   Capital              Ending                Ending
PAID: MONTHLY            Reinvest  Period     Dividend     Gain    Reinvest     Period                Investment
                         Dates     Shares     /Share       /Share   Price       Shares       Price    Value
                         10/16/92  1,000.000                        10.00       1,000.000    lO.00    10,000.00
                         10/31/92  1,000.000  0.011352560           10.01       1,001.134    10.01    10,021.35
                         11/30/92  1,001.134  0.030496480           10.07       1,004.166    lO.07    10,111.95
                         12/31/92  1,004.166  0.035425973           10.09       1,007.692    lO.09    10,167.61
                          1/31/93  1,007.692  0.036719856           10.16       1,011.334    lO.16    10,275.15
                          2/28/93  1,011.334  0.037867708           10.36       1,015.030    lO.36    10,515.71
                          3/31/93  1,015.030  0.037508623           10.21       1,018.759    10.21    10,401.53
                          4/30/93  1,018.759  0.040266299           10.23       1,022.759    10.23    10,462.93
                          5/28/93  1,022.769  0.034503687           10.23       1,026.219    10.23    10,498.22
                          6/30/93  1,026.219  0.035905727           10.30       1,029.796    10.30    10,606.90
                          7/30/93  1,029.796  0.037146090           10.23       1,033.535    10.23    10,573.07
                          8/31/93  1,033.535  0.034849341           10.34       1,037.019    10.34    10,722.77
                          9/30/93  1,037.019  0.036544685           10.40       1,040.663    lO.40    10,822.89
                         10/29/93  1,040.663  0.036405859           10.38       1,044.313    10.38    10,839.96
                         11/30/93  1,044.313  0.036559432           10.32       1,048.012    10.32    10,815.49
                         12/27/93  1,048.012                0.0077  10.41       1,048.787    10.41    10,917.88
                         12/30/93  1,048.787  0.036360419           10.41       1,052.451    10.41    10,958.01
                          1128194  1,052.451  0.036265026           10.46       1,056.099    10.48    11,046.80
                          2128194  1,056.099  0.036419346           10.27       1,059.845    10.27    10,884.60
                          3131194  1,059.845  0.039166155           10.08       1,063.963    10.08    10,724.74
                          4129194  1,063.963  0.033635410           10.09       1,087.509    10.09    10,771.17
                          5131194  1,067.509  0.034943816           10.09       1,071.206    10.09    10,808.47
                          6130194  1,071.206  0.035699222           10.04       1,075.015    10.04    10,793.15
                          7129194  1,075.015  0.034658697           10.11       1,078.701    10.11    10,905.66
                          8131194  1,078.701  0.033356154           10.09       1,082.267    10.09    10,920.07

$10,000 (1+T) = End Value
        T = 9.20%
</TABLE>


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