EVERGREEN GLOBAL REAL ESTATE EQUITY TRUST
497, 1995-07-10
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  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) INTERNATIONAL/GLOBAL GROWTH FUNDS (Evergreen Logo appears here)
  EVERGREEN EMERGING MARKETS GROWTH FUND
  EVERGREEN INTERNATIONAL EQUITY FUND
  EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
  CLASS A SHARES
  CLASS B SHARES
  CLASS C SHARES
           The Evergreen International/Global Growth Funds (the "Funds") are
  designed to provide investors with a selection of investment alternatives
  which seek to provide capital growth and diversification. This Prospectus
  provides information regarding the Class A, Class B and Class C shares
  offered by the Funds. Each Fund is, or is a series of, an open-end,
  diversified, management investment company. This Prospectus sets forth
  concise information about the Funds that a prospective investor should know
  before investing. The address of the Funds is 2500 Westchester Avenue,
  Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds 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 Adviser                                15
         Sub-Advisers                                      17
         Distribution Plan and Agreements                  17
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 18
         How to Redeem Shares                              21
         Exchange Privilege                                22
         Shareholder Services                              23
         Effect of Banking Laws                            23
OTHER INFORMATION
         Dividends, Distributions and Taxes                24
         Management's Discussion of Fund Performance       25
         General Information                               26
</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 GLOBAL REAL ESTATE EQUITY 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 EMERGING MARKETS GROWTH FUND and EVERGREEN INTERNATIONAL EQUITY FUND.
       EVERGREEN EMERGING MARKETS GROWTH FUND (formerly First Union Emerging
Markets Growth Portfolio) seeks to provide long-term capital appreciation. The
EVERGREEN EMERGING MARKETS GROWTH FUND invests in equity securities of issuers
located in countries with emerging markets.
       EVERGREEN INTERNATIONAL EQUITY FUND (formerly First Union International
Equity Portfolio) seeks to provide long-term capital appreciation. The EVERGREEN
INTERNATIONAL EQUITY FUND invests in equity securities of non-U.S. issuers.
       EVERGREEN GLOBAL REAL ESTATE EQUITY FUND seeks long-term capital growth.
Current income is a secondary objective. It invests primarily in equity
securities of United States and non-United States companies which are
principally engaged in the real estate industry or which own significant real
estate assets. It will not purchase direct interests in real estate.
    THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
                                   ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in each Class A, Class B and Class C Shares of a
Fund. For further information see "Purchase and Redemption of Shares" and
"General Information -- Other Classes of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES              Class A Shares                  Class B Shares                  Class C Shares
<S>                                           <C>              <C>                                            <C>
Maximum Sales Charge Imposed on Purchases          4.75%                           None                            None
(as a % of offering price)
Sales Charge on Dividend Reinvestments             None                            None                            None
Contingent Deferred Sales Charge (as a % of        None        5% during the first year, 4% during the        1% during the
original purchase price or redemption                          second year, 3% during the third and fourth    first year and
proceeds, whichever is lower)                                  years, 2% during the fifth year, 1% during     0% thereafter
                                                               the sixth and seventh years and 0% after the
                                                               seventh year
Redemption Fee                                     None                            None                            None
Exchange Fee                                       None                            None                            None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return, and (ii) redemption at the end of each period and,
additionally for Class B and C, no redemption at the end of each period.
       In the following examples (i) the expenses for Class A Shares assume
deduction of the maximum 4.75% sales charge at the time of purchase, (ii) the
expenses for Class B Shares and Class C Shares assume deduction at the time of
redemption (if applicable) of the maximum contingent deferred sales charge
applicable for that time period, and (iii) the expenses for Class B Shares
reflect the conversion to Class A Shares eight years after purchase (years eight
through ten, therefore, reflect Class A expenses).
EVERGREEN EMERGING MARKETS GROWTH FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                               ANNUAL OPERATING EXPENSES**                                   Period                Redemption
                                       Class B     Class C                        Class A    Class B    Class C    Class B
                           Class A
<S>                        <C>         <C>         <C>       <C>                  <C>        <C>        <C>        <C>
Advisory Fees               1.50%       1.50%       1.50%    After 1 Year          $  71      $  82      $  42      $  32
Administrative Fees          .06%        .06%        .06%    After 3 Years         $ 119      $ 127      $  97      $  97
12b-1 Fees*                  .25%        .75%        .75%    After 5 Years         $ 169      $ 185      $ 165      $ 165
Shareholder Service Fees       --        .25%        .25%    After 10 Years        $ 308      $ 320      $ 346      $ 320
Other Expenses               .59%        .59%        .59%
Total                       2.40%       3.15%       3.15%
<CAPTION>
                                           Class C
<S>                        <C>            <C>
Advisory Fees               After 1 Year   $  32
Administrative Fees         After 3 Years  $  97
12b-1 Fees*                 After 5 Years  $ 165
Shareholder Service Fees    After 10 Years $ 346
Other Expenses
Total
</TABLE>
 
EVERGREEN INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                               ANNUAL OPERATING EXPENSES**                                   Period                Redemption
                                       Class B     Class C                        Class A    Class B    Class C    Class B
                           Class A
<S>                        <C>         <C>         <C>       <C>                  <C>        <C>        <C>        <C>
Advisory Fees                .82%        .82%        .82%    After 1 Year          $  61      $  72      $  32      $  22
Administrative Fees          .06%        .06%        .06%    After 3 Years         $  90      $  98      $  68      $  68
12b-1 Fees*                  .25%        .75%        .75%    After 5 Years         $ 121      $ 136      $ 116      $ 116
Shareholder Service Fees       --        .25%        .25%    After 10 Years        $ 209      $ 272      $ 250      $ 222
Other Expenses               .29%        .29%        .29%
Total                       1.42%       2.17%       2.17%
<CAPTION>
                                           Class C
<S>                        <C>            <C>
Advisory Fees               After 1 Year   $  22
Administrative Fees         After 3 Years  $  68
12b-1 Fees*                 After 5 Years  $ 116
Shareholder Service Fees    After 10 Years $ 250
Other Expenses
Total
</TABLE>
 
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      no
                               ANNUAL OPERATING EXPENSES**                                   Period                Redemption
                                       Class B     Class C                        Class A    Class B    Class C    Class B
                           Class A
<S>                        <C>         <C>         <C>       <C>                  <C>        <C>        <C>        <C>
Advisory Fees               1.00%       1.00%       1.00%    After 1 Year          $  64      $  75      $  35      $  25
12b-1 Fees*                  .25%       1.00%       1.00%    After 3 Years         $  99      $ 107      $  77      $  77
Other Expenses               .46%        .46%        .46%    After 5 Years         $ 136      $ 151      $ 131      $ 131
Total                       1.71%       2.46%       2.46%    After 10 Years        $ 240      $ 252      $ 280      $ 252
<CAPTION>
                                           Class C
<S>                        <C>            <C>
Advisory Fees               After 1 Year   $  25
12b-1 Fees*                 After 3 Years  $  77
Other Expenses              After 5 Years  $ 131
Total                       After 10 Years $ 280
</TABLE>
 
                                       3
 
<PAGE>
*Class A Shares can pay up to .75 of 1% of average net assets as a 12b-1 Fee.
For the forseeable future, the Class A 12b-1 Fees will be limited to .25 of 1%
of average net assets. For Class B and Class C Shares of EVERGREEN GLOBAL REAL
ESTATE EQUITY 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.
**The annual operating expenses and examples do not reflect fee waivers and
expense reimbursements for the most recent fiscal period. Actual expenses net of
fee waivers and expense reimbursements for the fiscal period ended December 31,
1994 or September 30, 1994, as applicable, for Class A, B and C Shares were as
follows:
<TABLE>
<CAPTION>
                                                                          CLASS A    CLASS B    CLASS C
<S>                                                                       <C>        <C>        <C>
Evergreen Emerging Markets Growth Fund                                     1.78%      2.53%      2.53%
Evergreen International Equity Fund                                        1.26%      2.02%      2.01%
</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 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 EMERGING MARKETS GROWTH FUND and EVERGREEN
INTERNATIONAL EQUITY FUND has been audited by KPMG Peat Marwick LLP, each Fund's
independent auditors, for EVERGREEN GLOBAL REAL ESTATE EQUITY FUND has, except
as noted otherwise, been audited by Price Waterhouse LLP, the 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 EMERGING MARKETS GROWTH FUND
<TABLE>
<CAPTION>
                                                                                                 SEPTEMBER 6, 1994*
                                                                                              THROUGH DECEMBER 31, 1994
                                                                                    CLASS A     CLASS B     CLASS C      CLASS Y
                                                                                     SHARES      SHARES      SHARES      SHARES
<S>                                                                                 <C>         <C>         <C>         <C>
PER SHARE DATA
Net asset value, beginning of period.............................................    $10.00      $10.00      $10.00      $ 10.00
Income (loss) from investment operations:
Net investment income (loss).....................................................        --        (.02)       (.02)         .01
Net realized and unrealized loss on investments and foreign currency
  transactions...................................................................     (1.83)      (1.82)      (1.82)       (1.84)
  Total from investment operations...............................................     (1.83)      (1.84)      (1.84)       (1.83)
Net asset value, end of period...................................................     $8.17       $8.16       $8.16        $8.17
TOTAL RETURN+....................................................................    (18.3%)     (18.4%)     (18.4%)      (18.3%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)........................................      $867      $1,589         $89       $5,878
Ratios to average net assets:
  Expenses (a)...................................................................     1.78%++     2.53%++     2.53%++      1.53%++
  Net investment income (loss) (a)...............................................     (.12%)++    (.84%)++    (.82%)++      .43%++
Portfolio turnover rate..........................................................       17%         17%         17%          17%
</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, for the
    period from September 6, 1994 through December 31, 1994 would have been the
    following:
<TABLE>
<CAPTION>
                                                                CLASS A    CLASS B    CLASS C    CLASS Y
                                                                SHARES     SHARES     SHARES     SHARES
<S>                                                             <C>        <C>        <C>        <C>
Expenses.....................................................     3.96%      4.71%      4.71%      3.71%
Net investment income (loss).................................    (2.30%)    (3.02%)    (3.00%)    (1.75%)
</TABLE>
 
                                       5
 
<PAGE>
EVERGREEN INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
                                                                                     CLASS A                             CLASS C
                                                                                      SHARES        CLASS B SHARES        SHARES
<S>                                                                                  <C>         <C>                     <C>
                                                                                                  SEPTEMBER 2, 1994*
                                                                                              THROUGH DECEMBER 31, 1994
PER SHARE DATA
Net asset value, beginning of period..............................................    $10.00     $             10.00      $10.00
Income (loss) from investment operations:
Net investment income.............................................................       .02                      --         .03
Net realized and unrealized loss on investments...................................      (.52)                   (.50 )      (.54)
  Total from investment operations................................................      (.50)                   (.50 )      (.51)
Less distributions to shareholders from:
Net investment income.............................................................        --                      --          --
Net asset value, end of period....................................................     $9.50                   $9.50       $9.49
TOTAL RETURN+.....................................................................     (5.1%)                  (5.2% )     (5.2%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).........................................    $2,545                  $5,602        $163
Ratios to average net assets:
  Expenses (a)....................................................................     1.26%++                 2.02% ++    2.01%++
  Net investment income (a).......................................................      .91%++                  .10% ++     .85%++
Portfolio turnover rate...........................................................        1%                      1%          1%
<CAPTION>
                                                                                    CLASS Y
                                                                                     SHARES
<S>                                                                                  <C>
 
PER SHARE DATA
Net asset value, beginning of period..............................................   $10.00
Income (loss) from investment operations:
Net investment income.............................................................      .02
Net realized and unrealized loss on investments...................................     (.51 )
  Total from investment operations................................................     (.49 )
Less distributions to shareholders from:
Net investment income.............................................................     (.01 )
Net asset value, end of period....................................................    $9.50
TOTAL RETURN+.....................................................................    (5.0% )
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).........................................  $23,830
Ratios to average net assets:
  Expenses (a)....................................................................    1.06% ++
  Net investment income (a).......................................................    1.03% ++
Portfolio turnover rate...........................................................       1%
</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, for the
    period from September 2, 1994 through December 31, 1994 would have been the
    following:
<TABLE>
<CAPTION>
                                                                CLASS A    CLASS B    CLASS C    CLASS Y
                                                                SHARES     SHARES     SHARES     SHARES
<S>                                                             <C>        <C>        <C>        <C>
Expenses.....................................................    2.09%      2.85%      2.84%      1.89%
Net investment income (loss).................................     .08%      (.73%)      .02%       .20%
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                       SIX MONTHS      NINE MONTHS                                                FEBRUARY 1, 1989*
                                       ENDED MARCH        ENDED                                                        THROUGH
                                        31, 1995      SEPTEMBER 30,            YEAR ENDED DECEMBER 31,              DECEMBER 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............................     $ 13.81         $ 14.75          $9.86     $9.16     $8.10     $10.03       $10.00
Income (loss) from investment
  operations:
Net investment income (loss)........         .01             .07             --      (.01)     (.02)      (.03)         .17
Net realized and unrealized gain
  (loss) on investments.............       (2.48)          (1.01)          5.07       .94      1.08      (1.90)         .03
    Total from investment
      operations....................       (2.47)           (.94)          5.07       .93      1.06      (1.93)         .20
Less distributions to shareholders
  from:
Net investment income...............        (.10)             --             --        --        --         --         (.17)
Net realized gains..................        (.52)             --           (.18)     (.23)       --         --           --
    Total distributions.............        (.62)             --           (.18)     (.23)       --         --         (.17)
Net asset value, end of period......     $ 10.72         $ 13.81         $14.75     $9.86     $9.16      $8.10       $10.03
TOTAL RETURN+.......................      (18.4%)          (6.4%)         51.4%     10.2%     13.1%     (19.2%)        2.0%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's
  omitted)..........................     $74,001        $132,294       $146,173    $8,618    $7,557     $6,004       $7,336
Ratios to average net assets:
  Operating expenses................       1.51%++         1.46%++        1.56%(a)  2.00%(a)  2.00%(a)   2.00%(a)     2.00%(a)++
  Interest expense..................        .08%++          .08%++           --        --        --         --           --
  Net investment income (loss)......        .39%++          .56%++         .03%(a)  (.10%)(a)  (.27%)(a)   (.39%)(a)     2.23%(a)++
Portfolio turnover rate.............         17%             63%            88%      245%      207%       325%         151%
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from December 31
   to September 30.
*  Commencement of operations.
+  Total return is calculated on net asset value per share and is not
   annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                                            FEBRUARY 1,
                                                                                            1989 THROUGH
                                                           YEAR ENDED DECEMBER 31,          DECEMBER 31,
                                                     1993      1992      1991      1990         1989
<S>                                                  <C>      <C>       <C>       <C>       <C>
Operating expenses................................   1.64%     3.72%     3.76%     3.99%        3.17%
Net investment income (loss)......................   (.05%)   (1.82%)   (2.02%)   (2.38%)       1.06%
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                       CLASS A SHARES       CLASS B SHARES       CLASS C SHARES
                                                                     FEBRUARY 10, 1995*    FEBRUARY 8, 1995*    FEBRUARY 9, 1995*
                                                                          THROUGH               THROUGH              THROUGH
                                                                       MARCH 31, 1995       MARCH 31, 1995       MARCH 31, 1995
                                                                        (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
<S>                                                                  <C>                   <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period..............................         $11.46               $ 11.44              $ 11.43
Income (loss) from investment operations:
Net investment income.............................................            .02                   .02                  .01
Net realized and unrealized loss on investments...................           (.76)                 (.75)                (.73)
  Total from investment operations................................           (.74)                 (.73)                (.72)
Net asset value, end of period....................................         $10.72               $ 10.71              $ 10.71
TOTAL RETURN+.....................................................          (6.5%)                (6.4%)               (6.3%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).........................         $2,531               $ 3,362              $ 1,146
Ratios to average net assets:
  Operating expenses (a)..........................................          1.51%++               2.27%++              2.31%++
  Interest expense................................................           .02%++                .01%++               .01%++
  Net investment income (a).......................................          3.21%++               1.53%++               .87%++
Portfolio turnover rate#..........................................            17%                   17%                  17%
</TABLE>
 
*  Commencement of class 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. Due to the recent commencement of their offering, the ratios for
    Class A, Class B and Class C shares are not necessarily comparable to that
    of the Class Y shares, and are not necessarily indicative of future ratios.
#  Portfolio turnover rate is calculated for the six months ended March 31,
   1995.
(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 C SHARES
                                               FEBRUARY 10, 1995    FEBRUARY 8, 1995    FEBRUARY 9, 1995
                                                    THROUGH             THROUGH             THROUGH
                                                MARCH 31, 1995       MARCH 31, 1995      MARCH 31, 1995
                                                  (UNAUDITED)         (UNAUDITED)         (UNAUDITED)
<S>                                            <C>                  <C>                 <C>
  Operating expenses........................         2.73%                3.49%               3.49%
  Net investment income (loss)..............         1.99%                 .31%               (.31%)
</TABLE>
 
                                       8
 
9


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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Emerging Markets Growth Fund

         The objective of Evergreen  Emerging  Markets  Growth Fund is long-term
capital  appreciation.  In seeking  this  objective,  the Fund invests in equity
securities  of issuers  located in emerging  markets.  The Fund is suitable  for
aggressive  investors  interested  in the  investment  opportunities  offered by
securities  of  issuers  located  in  emerging  or  developing  markets  and the
resulting  potential for growth  opportunities  resulting from political change,
economic   deregulation  and  liberalized  trade  policies.   The  objective  is
fundamental and may not be changed without shareholder approval.

         The  Fund  seeks  long-term  capital  appreciation.  The  Fund  invests
primarily in a diversified  portfolio of equity securities of issuers located in
countries with emerging markets.  As a matter of policy, the Fund will invest at
least 65% of the value of its total  assets in  securities  of  emerging  market
issuers.

         A country will be  considered  to have an  "emerging  market" if it has
relatively low gross national  product per capita  compared to the world's major
economies and the potential for rapid economic  growth.  Countries with emerging
markets  include  those that have an  emerging  stock  market (as defined by the
International  Finance  Corporation),  those with low-to middle income economies
(according to the World Bank),  and those listed in World Bank  publications  as
"developing." The Fund will normally invest in at least six different countries,
although  it may invest all of its assets in a single  country.  At the  present
time,  the Fund has no  intention  of  investing  all of its  assets in a single
country.  The Fund  focuses on equity  securities,  but may also invest in other
types of instruments, including debt securities. Marvin & Palmer Associates, the
Sub-Adviser  to the  Fund,  will  make  investment  decisions  regarding  equity
securities  based on its  analysis  of returns,  price  momentum,  business  and
industry considerations, and management quality.

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

Evergreen International Equity Fund

         The  objective  of  Evergreen  International  Equity Fund is  long-term
capital  appreciation.  The Fund  invests  primarily  in  equity  securities  of
non-U.S.  issuers  and is  suitable  for  investors  who  want to  pursue  their
investment  goals in  markets  outside  the  United  States.  The Fund  provides
investors with a vehicle to pursue investment opportunities in countries outside
the U.S.  whose  securities  markets may benefit  from  differing  economic  and
political  cycles.  The objective is fundamental  and may not be changed without
shareholder approval.

         The Fund invests  primarily in foreign  equity  securities  that Boston
International Advisers,  Inc., the Sub-Adviser to the Fund, determines,  through
both  fundamental and technical  analysis,  to be undervalued  compared to other
securities in their  industries and countries.  In most market  conditions,  the
stocks   comprising   the  Fund's   assets  will   exhibit   traditional   value
characteristics, such as higher than average dividend yields, lower than average
price to book value,  and will include stocks of companies with  unrecognized or
undervalued  assets. As a matter of policy, the Fund will invest at least 65% of
the value of its total  assets in equity  securities  of  issuers  located in at
least three countries outside of the United States.

         The Fund will emphasize value stocks,  primarily of companies which are
listed on one or more of thirty-two stock markets:  twenty developed markets and
twelve emerging markets. While the current intention of the Fund is to invest in
32 stock  markets,  the Fund may invest in more or less,  depending  upon market
conditions as determined by the Sub-Adviser.  The Fund will invest substantially
in  industrialized  companies  throughout  the world  that  comprise  the Morgan
Stanley Capital  International EAFE (Europe,  Australia and the Far East) Index.
In  addition,  the Fund  intends to invest up to 10% of its  assets in  emerging
country equity securities,  as described above under "Evergreen Emerging Markets
Growth Fund."

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


<PAGE>


Evergreen Global Real Estate Equity Fund

         The  Evergreen  Global  Real  Estate  Equity  Fund seeks to achieve its
investment objective of long-term capital growth through investment primarily in
equity  securities  of domestic  and  foreign  companies  which are  principally
engaged in the real estate industry or which own significant real estate assets;
the Fund will not purchase direct interests in real estate.  Current income will
be a secondary objective. Equity securities will include common stock, preferred
stock and securities convertible into common stock. The objective is fundamental
and may not be changed without shareholder approval.

         The Fund  will,  under  normal  conditions,  invest at least 65% of its
total assets in equity  securities  of domestic  and foreign  exchange or NASDAQ
listed companies which are principally  engaged in the real estate  industry.  A
company is deemed to be "principally  engaged" in the real estate industry if at
least 50% of its assets  (marked to  market),  gross  income or net  profits are
attributable  to ownership,  construction,  management  or sale of  residential,
commercial or industrial real estate. Real estate industry companies may include
among others:  equity real estate investment trusts, which pool investors' funds
for investment  primarily in commercial  real estate  properties;  mortgage real
estate  investment  trusts,  which invest  pooled  funds in real estate  related
loans;  brokers or real estate  developers;  and companies with substantial real
estate holdings,  such as paper and lumber producers and hotel and entertainment
companies.  The Fund will only invest in real estate  equity  trusts and limited
partnerships  which are traded on major  exchanges.  As a matter of  fundamental
policy, the Fund will also invest at least 65% of its total assets in the equity
securities  of  companies  of at least  three  countries,  including  the United
States,  except  when  abnormal  market  or  financial  conditions  warrant  the
assumption of a temporary  defensive  position.  See  "Investment  Practices and
Restrictions" and "Special Risk Considerations".

         The  remainder  of  the  Fund's  investments  may  be  made  in  equity
securities of issuers whose products and services are related to the real estate
industry,  such as  manufacturers  and  distributors  of building  supplies  and
financial  institutions  which issue or service  mortgages.  The Fund may invest
more than 25% of its total  assets in any one sector of the real  estate or real
estate related industries.  In addition, the Fund may, from time to time, invest
in the securities of companies  unrelated to the real estate industry whose real
estate  assets  are  substantial   relative  to  the  price  of  the  companies'
securities.

         The Fund  pursues a flexible  strategy of  investing  in a  diversified
portfolio of securities of companies throughout the world. The Fund's investment
adviser  anticipates  that  the  Fund  will  give  particular  consideration  to
investments in the United Kingdom,  Western Europe,  Australia,  Canada, the Far
East (Japan, Hong Kong, Singapore, Malaysia and Thailand) and the United States.
The percentage of the Fund's assets  invested in particular  geographic  regions
will  shift  from time to time in  accordance  with the  judgment  of the Fund's
investment adviser.  Generally,  a substantial portion of the assets of the Fund
will be denominated or traded in foreign currencies.

         Investments may also be made in securities of issuers  unrelated to the
real estate industry believed by the Fund's investment adviser to be undervalued
and to have capital appreciation potential.  Also, consistent with the secondary
objective of current income, investments may also be made in nonconvertible debt
securities of such companies.  The debt securities  purchased  (except for those
described below) will be of investment  grade or better quality (e.g.,  rated no
lower than A by  Moody's  Investors  Service  ("Moody's")  or  Standard & Poor's
Ratings  Group  ("S&P")or  if not so rated,  believed  by the Fund's  investment
adviser to be of comparable quality).  However, up to 10% of total assets may be
invested in unrated debt  securities  of issuers  secured by real estate  assets
where the Fund's investment  adviser believes that the securities are trading at
a discount and the underlying collateral will ensure repayment of principal.  In
such situations, it is conceivable that the Fund could, in the event of default,
end up holding the underlying real estate directly.

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

INVESTMENT PRACTICES AND RESTRICTIONS

General.  The Funds primarily invest in:

         common and preferred  stocks,  convertible  securities  and warrants of
         foreign  corporations.  Common stocks represent an equity interest in a
         corporation. This ownership interest often gives the Funds the right to
         vote on measures  affecting the company's  organization and operations.
         Although  common  stocks have a history of  long-term  growth in value,
         their prices tend to fluctuate in the short-term, particularly those of
         smaller capitalization companies.  Smaller capitalization companies may
         have limited  product lines,  markets,  or financial  resources.  These
         conditions  may make them more  susceptible  to setbacks and reversals.
         Therefore,  their securities may have limited  marketability and may be
         subject to more abrupt or erratic market  movements than  securities of
         larger companies;

         obligations of foreign governments and supranational organizations;

         corporate and foreign government fixed income securities denominated in
         currencies other than U.S. dollars, rated, at the time of purchase, Baa
         or higher by Moody's or BBB or higher by S&P, or which, if unrated, are
         considered to be of comparable quality by the Fund's investment adviser
         or  sub-advisers.  Bonds  rated  Baa by  Moody's  or  BBB  by S&P  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.  Although the
         Funds do not  intend to invest  significantly  in debt  securities,  it
         should be noted that the prices of fixed  income  securities  fluctuate
         inversely to the direction of interest rates;

         strategic  investments,  such  as  options  and  futures  contracts  on
         currency transactions,  securities index futures contracts, and forward
         foreign currency exchange contracts. The Funds can use these techniques
         to increase or decrease  their  exposure to changing  security  prices,
         interest rates,  currency  exchange rates, or other factors that affect
         security values.  (Although,  of course, there can be no assurance that
         these strategic  investments will be successful in protecting the value
         of the Funds' securities.); and

         securities of closed-end investment companies.

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

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

Repurchase Agreements. The Funds may invest in repurchase agreements. Repurchase
agreements  are  agreements  by which a Fund  purchases a security  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. Each Fund's investment adviser will
monitor  the  creditworthiness  of the firms  with  which the Funds  enter  into
repurchase agreements.

When-Issued And Delayed Delivery  Transactions.  Evergreen  International Equity
Fund and Evergreen  Emerging  Markets  Growth Fund 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. A Fund may dispose of a commitment  prior to
settlement if the Fund's  investment  adviser deems it  appropriate to do so. In
addition,  Evergreen  International  Equity Fund and Evergreen  Emerging Markets
Growth Fund 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.

Temporary Investments. The Funds may invest in U.S. and foreign short-term money
market instruments  (denominated in U.S. and/or foreign  currencies),  including
interest-bearing call deposits with banks, government obligations,  certificates
of deposit,  bankers' acceptances,  commercial paper,  short-term corporate debt
securities,  and  repurchase  agreements.  These  investments  may  be  used  to
temporarily  invest cash received from the sale of Fund shares, to establish and
maintain  reserves for temporary  defensive  purposes,  or to take  advantage of
market opportunities.

Illiquid  or  Restricted  Securities.  Each Fund may invest up to 15% of its net
assets in  illiquid  securities  and  other  securities  which  are not  readily
marketable.  Illiquid  securities  include  certain  restricted  securities  not
determined  by the  Trustees to the liquid,  non-negotiable  time  deposits  and
repurchase  agreements  providing  for  settlement in more than seven days after
notice.  Securities  eligible  for  resale  pursuant  to  Rule  144A  under  the
Securities  Act of 1933,  which have been  determined to be liquid,  will not be
considered  by the Funds'  investment  advisers  to be  illiquid  or not readily
marketable and, therefore,  are not subject to the aforementioned 15% limit. The
inability of a Fund to dispose of illiquid or not readily marketable investments
readily or at a reasonable  price could impair the Fund's  ability to raise cash
for  redemptions or other purposes.  The liquidity of securities  purchased by a
Fund which are  eligible  for resale  pursuant to Rule 144A will be monitored by
the 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.

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

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

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

Foreign  Currency  Transactions.  The Funds  will enter  into  foreign  currency
transactions   to  obtain  the  necessary   currencies   to  settle   securities
transactions.  Currency  transactions  may be conducted either on a spot or cash
basis  at  prevailing  rates  or  through  forward  foreign  currency   exchange
contracts.  The Funds may also  enter  into  foreign  currency  transactions  to
protect Fund assets against adverse changes in foreign  currency  exchange rates
or exchange control regulations. Such changes could unfavorably affect the value
of Fund assets  which are  denominated  in foreign  currencies,  such as foreign
securities or funds  deposited in foreign  banks,  as measured in U.S.  dollars.
Although foreign  currency  exchanges may be used by a Fund to protect against a
decline in the value of one or more currencies,  such efforts may also limit any
potential  gain that might result from a relative  increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange
contract ("forward  contract") is an obligation to purchase or sell an amount of
a  particular  currency at a specific  price and on a future date agreed upon by
the parties.  Generally,  no commission charges or deposits are involved. At the
time a Fund  enters into a forward  contract,  Fund assets with a value equal to
the  Fund's  obligation  under  the  forward  contract  are  segregated  and are
maintained until the contract has been settled.  The Funds will not enter into a
forward  contract  with a term of more than one year.  The Funds will  generally
enter  into a forward  contract  to  provide  the  proper  currency  to settle a
securities  transaction at the time the transaction  occurs ("trade date").  The
period between trade date and settlement  date will vary between 24 hours and 60
days, depending upon local custom.



<PAGE>


The Funds may also protect against the decline of a particular  foreign currency
by  entering  into a  forward  contract  to sell  an  amount  of  that  currency
approximating the value of all or a portion of the Funds' assets  denominated in
that  currency  ("hedging").  The  success  of this type of  short-term  hedging
strategy is highly  uncertain due to the  difficulties of predicting  short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities  involved.  Although each Fund's
investment  adviser or  sub-adviser  will consider the  likelihood of changes in
currency values when making investment decisions, each Fund's investment adviser
or  sub-adviser  believes  that it is important to be able to enter into forward
contracts  when it believes the  interests  of a Fund will be served.  The Funds
will not enter into  forward  contracts  for hedging  purposes  in a  particular
currency  in an  amount  in  excess of the  Funds'  assets  denominated  in that
currency,  but as  consistent  with their other  investment  policies and as not
otherwise limited in their ability to use this strategy.

Options And Futures.  The Funds may deal in options on foreign  currencies,  and
portfolio  securities,  and, in the case of Evergreen  International Equity Fund
and Evergreen Emerging Markets Growth Fund,  securities  indices,  which options
may be listed for trading on an  international  securities  exchange.  The Funds
will use these  options to manage  interest rate and currency  risks.  The Funds
also may write  covered call options and secured put options to generate  income
or to lock in gains.  Each Fund may write  covered  call options and secured put
options  on up to 25% of its net assets in the case of  Evergreen  International
Equity Fund and Evergreen Emerging Markets Growth Fund and 15% of its net assets
in the  case  of  Evergreen  Global  Real  Estate  Equity  Fund,  and  Evergreen
International  Equity  Fund  and  Evergreen  Emerging  Markets  Growth  Fund may
purchase put and call options  provided  that no more than 5% of the fair market
value of its net assets may be invested in premiums on such options.

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

         The Funds may enter into futures  contracts  involving foreign currency
and, in the case of Evergreen  International  Equity Fund and Evergreen Emerging
Markets Growth Fund, securities indices,, or options on currency,  for bona fide
hedging  purposes  The Funds may not enter  into  futures  contracts  or related
options if, immediately thereafter, the amounts committed to margin and premiums
paid for unexpired  options would exceed 5% of a Fund's total assets and, in the
case of Evergreen  Global Real Estate  Equity Fund,  more than 30% of the Fund's
net assets  would be hedged  thereby.  Evergreen  International  Equity Fund and
Evergreen  Emerging  Markets  Growth  Fund,  may also  enter  into such  futures
contracts or related  options for  purposes  other than bona fide hedging if the
aggregate  amount of initial  margin  deposits  on a Fund's  futures and related
options positions would not exceed 5% of the net liquidation value of the Fund's
assets,  provided  further that in the case of an option that is in-the-money at
the time of the purchase, the in-the-money amount may be excluded in calculating
the 5%  limitation.  In addition,  a Fund may not sell futures  contracts if the
value of such  futures  contracts  exceeds the total  market value of the Fund's
portfolio securities.  Futures contracts sold by a Fund are generally subject to
segregation  and  coverage  requirements  established  by either  the  Commodity
Futures Trading  Commission  ("CFTC") or the Securities and Exchange  Commission
("SEC"), with the result that, if a Fund does not hold the instrument underlying
the futures  contract or option,  the Fund will be required to segregate,  on an
ongoing basis with its custodian,  cash, U.S.  government  securities,  or other
liquid  high grade debt  obligations  in an amount at least  equal to the Fund's
obligations with respect to such instruments.

         Evergreen  International  Equity Fund and  Evergreen  Emerging  Markets
Growth Fund may enter into securities  index futures  contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges, to the extent permitted by
the CFTC.  Securities index futures  contracts are based on indices that reflect
the market value of  securities of the firms  included in the indices.  An index
futures contract is an agreement  pursuant to which two parties agree to take or
make delivery of an amount of cash equal to the differences between the value of
the index at the close of the last  trading day of the contract and the price at
which the index contract was originally written.

         Evergreen  International  Equity Fund and  Evergreen  Emerging  Markets
Growth  Fund  may  enter  into  securities  index  futures  contracts  to sell a
securities  index in  anticipation  of or during a market  decline to attempt to
offset the decrease in market value of securities  in its  portfolio  that might
otherwise  result.  When  a  Fund  is  not  fully  invested  and  anticipates  a
significant market advance,  it may enter into futures contracts to purchase the
index in order to gain rapid market exposure that may in part or entirely offset
increases  in the cost of  securities  that it intends to  purchase.  In many of
these transactions, a Fund will purchase such securities upon termination of the
futures position but, depending on market conditions,  a futures position may be
terminated without the corresponding  purchases of common stock. A Fund may also
invest in securities  index futures  contracts  when its  investment  adviser or
sub-adviser believes such investment is more efficient, liquid or cost-effective
than investing directly in the securities underlying the index.

         The use of futures and related options involves special  considerations
and risks, including:  (1) the ability of a Fund to utilize futures successfully
will depend on its  investment  adviser's  or  sub-adviser's  ability to predict
pertinent market movements;  and (2) there might be an imperfect correlation (or
conceivably  no  correlation)  between  the  change in the  market  value of the
securities  held  by a Fund  and  the  prices  of the  futures  relating  to the
securities purchased or sold by the Fund. The use of futures and related options
may reduce risk of loss by wholly or partially offsetting the negative effect of
unfavorable  price  movements,   but  these  instruments  can  also  reduce  the
opportunity  for gain by  offsetting  the  positive  effect of  favorable  price
movements in positions.  No assurance can be given that the investment adviser's
or sub-adviser's judgment in this respect will be correct.

         It is not certain  that a  secondary  market for  positions  in futures
contracts  or for  options  will exist at all times.  Although  each  investment
adviser or  sub-adviser  will  consider  liquidity  before  entering  into these
transactions,  there  is no  assurance  that a  liquid  secondary  market  on an
exchange or otherwise will exist for any particular  futures  contract or option
at any particular  time. A Fund's ability to establish and close out futures and
options positions depends on this secondary market.

Risk  Characteristics Of Foreign  Securities.  Investing in non-U.S.  securities
carries  substantial  risks  in  addition  to  those  associated  with  domestic
investments.  In an attempt to reduce some of these risks,  the Funds  diversify
their  investments  broadly  among  foreign  countries  which may  include  both
developed  and  developing  countries.  With respect to Evergreen  International
Equity Fund, at least three different countries will always be represented.  The
Funds  may take  advantage  of the  unusual  opportunities  for  higher  returns
available from investing in developing  countries.  As discussed in detail below
under "Emerging  Markets,"  however,  these investments carry  considerably more
volatility  and risk  because they  generally  are  associated  with less mature
economies and less stable political systems.

         Foreign  securities are denominated in foreign  currencies.  Therefore,
the value in U.S.  dollars of a Fund's  assets and  income  may be  affected  by
changes in exchange rates and regulations. Although the Funds value their assets
daily  in U.S.  dollars,  they  will  not  convert  their  holdings  of  foreign
currencies to U.S.  dollars daily.  When a Fund converts its holdings to another
currency,  it may incur  conversion  costs.  Foreign  exchange dealers realize a
profit on the  difference  between the prices at which such dealers buy and sell
currencies.

         To the extent that securities purchased by the Funds are denominated in
currencies  other than the U.S.  dollar,  changes in foreign  currency  exchange
rates will affect the Funds' net asset  values;  the value of  interest  earned;
gains and losses realized on the sale of securities;  and net investment  income
and capital gains,  if any, to be distributed to  shareholders by a Fund. If the
value of a foreign currency rises against the U.S. dollar, the value of a Fund's
assets denominated in that currency will increase; correspondingly, if the value
of a foreign currency declines against the U.S.
dollar, the value of a Fund's assets denominated in that currency will decrease.

         Other  differences  between  investing  in foreign  and U.S.  companies
include: less publicly available  information about foreign companies;  the lack
of uniform financial accounting standards applicable to foreign companies;  less
readily  available  market  quotations  on  foreign  companies;  differences  in
government  regulation  and  supervision  of foreign stock  exchanges,  brokers,
listed companies,  and banks;  differences in legal systems which may affect the
ability to enforce contractual obligations or obtain court judgments;  generally
lower foreign stock market volume; the likelihood that foreign securities may be
less  liquid or more  volatile;  foreign  brokerage  commissions  may be higher;
unreliable mail service between  countries;  and political or financial  changes
which  adversely  affect  investments  in  some  countries.  In the  past,  U.S.
government policies have discouraged or restricted certain investments abroad by
investors  such as the Funds.  Although  the Funds are  unaware  of any  current
restrictions, investors are advised that these policies could be reinstituted.

Emerging  Markets.  The  economies of individual  emerging  countries may differ
favorably or  unfavorably  from the U.S.  economy in such  respects as growth of
gross  domestic  product,  rate of  inflation,  currency  depreciation,  capital
reinvestment,  resource  self-sufficiency  and  balance  of  payments  position.
Further,  the economies of developing  countries generally are heavily dependent
on  international  trade and,  accordingly,  have been,  and may continue to be,
adversely affected by trade barriers,  exchange controls, managed adjustments in
relative currency values and other protectionist  measures imposed or negotiated
by the countries with which they trade.  These economies also have been, and may
continue to be, adversely affected by economic  conditions in the countries with
which they trade.

         Prior  governmental  approval for foreign  investments  may be required
under  certain  circumstances  in some  emerging  countries,  and the  extent of
foreign  investment  in certain debt  securities  and domestic  companies may be
subject to limitation in other emerging countries. Foreign ownership limitations
also  may be  imposed  by the  charters  of  individual  companies  in  emerging
countries to prevent,  among other  concerns,  violation  of foreign  investment
limitations.

         Repatriation of investment income, capital and the proceeds of sales by
foreign investors may require governmental  registration and/or approval in some
emerging  countries.  A Fund  could be  adversely  affected  by delays  in, or a
refusal to grant,  any required  governmental  registration or approval for such
repatriation.  Any  investment  subject to such  repatriation  controls  will be
considered  illiquid if it appears reasonably likely that this process will take
more than seven days.

         With  respect to any  emerging  country,  there is the  possibility  of
nationalization,  expropriation  or confiscatory  taxation,  political  changes,
governmental   regulation,   social   instability  or  diplomatic   developments
(including war) which could affect  adversely the economics of such countries or
the value of the Funds' investments in those countries.  In addition,  it may be
difficult to obtain and enforce a judgment in a court outside of the U.S.

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

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

                         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. (the "Evergreen  Asset") has been retained by Evergreen Global
Real Estate Equity Fund as investment adviser. Evergreen Asset succeeded on June
30,  1994 to the  advisory  business  of the  same  name,  but  under  different
ownership,  which was organized in 1971. Evergreen Asset, with its predecessors,
has served as  investment  adviser to the  Evergreen  mutual  funds  since 1971.
Evergreen  Asset is a  wholly-owned  subsidiary of First Union  National Bank of
North  Carolina  ("FUNB").  The address of Evergreen  Asset is 2500  Westchester
Avenue,  Purchase,  New  York  10577.  FUNB  is  a  subsidiary  of  First  Union
Corporation  ("First Union"),  one of the ten largest bank holding  companies in
the United States.  Stephen A. Lieber and Nola Maddox Falcone serve as the chief
investment  officers of Evergreen Asset and, along with Theodore J. Israel, Jr.,
were the owners of Evergreen Asset's predecessor and the former general partners
of Lieber & Company,  which, as described below,  provides  certain  subadvisory
services to Evergreen Asset in connection with its duties as investment  adviser
to the Fund. The Capital  Management  Group of FUNB ("CMG") serves as investment
adviser to Evergreen  International  Equity Fund and Evergreen  Emerging Markets
Growth Fund.  Boston  International  Advisers,  Inc.  ("BIA") is  Sub-Adviser to
Evergreen International Equity Fund and Marvin & Palmer Associates, Inc.
("Marvin & Palmer") is Sub-Adviser to Evergreen Emerging Markets Growth Fund

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

         As  investment  adviser to  Evergreen  Global Real Estate  Equity Fund,
Evergreen Asset manages each Fund's investments, provides various administrative
services and  supervises  each Fund's  daily  business  affairs,  subject to the
authority of the Trustees. Evergreen Asset is entitled to receive a fee equal to
1% of average  daily net assets on an annual  basis from  Evergreen  Global Real
Estate Equity Fund. The fee paid by Evergreen  Global Real Estate Equity Fund is
higher than the rate paid by most other investment companies. The total expenses
as a  percentage  of average  daily net assets on an annual  basis of  Evergreen
Global Real Estate  Equity Fund for the fiscal  period ended  September 30, 1994
are  set   forth  in  the   section   entitled   "Financial   Highlights".   The
above-mentioned  expense ratios for Evergreen  Global Real Estate Equity Fund is
net of voluntary  advisory fee waivers and expense  reimbursements  by Evergreen
Asset which may, at its discretion, revise or cease this voluntary waiver at any
time.

         CMG,  along  with  BIA  and  Marvin  &  Palmer,  respectively,  manages
investments and supervises the daily business affairs of Evergreen International
Equity  Fund  and  Evergreen  Emerging  Markets  Growth  Fund.  As  compensation
therefor, CMG is entitled to receive an annual fee from Evergreen  International
Equity  Fund equal to: .82 of 1% of the first $20  million of average  daily net
assets; .79 of 1% of the next $30 million of average daily net assets; .76 of 1%
of the next $50 million of average  daily net  assets;  and .73 of 1% of average
daily net assets in excess of $100  million.  From  Evergreen  Emerging  Markets
Growth  Fund,  CMG is entitled  to receive an annual fee equal to:  1.50% of the
first $100 million of average  daily net assets;  1.45% of the next $100 million
of average daily net assets; 1.40% of the next $100 million of average daily net
assets;  and 1.35% of average  daily net assets in excess of $300  million.  The
fees paid by Evergreen  International Equity Fund and Evergreen Emerging Markets
Growth  Fund are higher than the rate paid by most other  investment  companies,
but are not  higher  than the fee paid by many  funds  with  similar  investment
objectives. The total expenses as a percentage of average daily net assets on an
annual  basis of  Evergreen  International  Equity Fund and  Evergreen  Emerging
Markets Growth Fund for the fiscal year ended December 31, 1994 are set forth in
the  section  entitled  "Financial  Highlights".  CMG has  agreed to pay the sub
adviser to Evergreen  International  Equity Fund, BIA, a fee equal to: .32 of 1%
of the first $20 million of average daily net assets;  .29 of 1% of the next $30
million  of  average  daily net  assets;  .26 of 1% of the next $50  million  of
average daily net assets; and .23 of 1% of average daily net assets in excess of
$100 million.  For its services as  sub-adviser  to Evergreen  Emerging  Markets
Growth  Fund,  Marvin & Palmer  receives  from CMG a fee equal to:  1.00% of the
first  $100  million  of average  daily net  assets;  .95 of 1% of the next $100
million  of  average  daily net  assets;  .90 of 1% of the next $100  million of
average daily net assets; and .85 of 1% of average daily net assets in excess of
$300 million. Evergreen Asset serves as administrator to Evergreen International
Equity  Fund and  Evergreen  Emerging  Markets  Growth  Fund and is  entitled to
receive a fee based on the  average  daily net  assets of these  Funds at a rate
based on the total assets of the mutual funds  administered  by Evergreen  Asset
for which CMG or Evergreen Asset also serve as investment adviser, calculated in
accordance with the following schedule:  .050% of the first $7 billion; .035% on
the  next $3  billion;  .030%  on the  next $5  billion;  .020%  on the next $10
billion;  .015% on the next $5  billion;  and  .010% on  assets in excess of $30
billion.  Furman Selz  Incorporated,  the parent of Evergreen Funds Distributor,
Inc.,   distributor  for  the  Evergreen  group  of  mutual  funds,   serves  as
sub-administrator to Evergreen  International Equity Fund and Evergreen Emerging
Markets  Growth Fund and is entitled to receive a fee from each Fund  calculated
on the average daily net assets of each Fund at a rate based on the total assets
of the mutual funds  administered  by Evergreen Asset for which CMG or Evergreen
Asset  also serve as  investment  adviser,  calculated  in  accordance  with the
following  schedule:  .0100%  of the  first $7  billion;  .0075%  on the next $3
billion;  .0050% on the next $15 billion;  and .0040% on assets in excess of $25
billion.  The total assets of the mutual funds  administered  by Evergreen Asset
for which CMG or  Evergreen  Asset serve as  investment  adviser as of March 31,
1995 were approximately $8 billion.

         The portfolio  manager for Evergreen  Global Real Estate Equity Fund is
Samuel A. Lieber.  Mr. Samuel Lieber has been the Fund's principal manager since
inception and has been  associated with the Evergreen Asset since prior to 1989.
The  portfolio  managers  for  Evergreen  International  Equity Fund are Maureen
Ghublikian and David A. Umstead, who are Managing Directors of BIA and have been
associated therewith since prior to 1989.

         The portfolio  managers for Evergreen Emerging Markets Growth Fund, all
of whom have served since its inception in September  1994, are David F. Marvin,
who is  Chairman  of  Marvin & Palmer  and is  primarily  responsible  for Latin
America and currency  management,  Stanley Palmer,  who is President of Marvin &
Palmer and primarily  responsible for Southeast Asia and the India subcontinent,
Terry B.  Mason,  who is a Vice  President  of Marvin & Palmer and is  primarily
responsible for Eastern Europe and Africa, Jay F. Middleton,  who is a portfolio
manager for Marvin & Palmer and primarily  responsible for Latin America and the
Middle East, and Todd D. Marvin,  who is a portfolio manager for Marvin & Palmer
and, along with Mr.  Palmer,  primarily  responsible  for Southeast Asia and the
India  subcontinent.  David F. Marvin,  and Stanley Palmer,  President,  founded
Marvin & Palmer in 1986. Mr. Mason and Mr. Middleton both joined Marvin & Palmer
in 1990. Mr. Todd Marvin joined Marvin & Palmer in 1991 and, prior thereto,  was
employed  by  Oppenheimer  & Company  as an analyst  in its  investment  banking
department from 1989 until 1991.

SUB-ADVISERS

         Evergreen Asset has entered into sub-advisory  agreements with Lieber &
Company with respect to Evergreen  Global Real Estate Equity Fund 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 each such Fund's  portfolio.
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 Global Real
Estate  Equity  Fund  for the  services  provided  by  Lieber &  Company.  It is
contemplated  that  Lieber & Company  will,  to the extent  practicable,  effect
substantially  all of the portfolio  transactions  for this Fund on the New York
and  American  Stock  Exchanges.  The  address  of  Lieber  &  Company  is  2500
Westchester Avenue,  Purchase,  New York 10577. Lieber & Company is an indirect,
wholly-owned, subsidiary of First Union.

         The  sub-adviser to the Evergreen  International  Equity Fund, BIA, has
been in operation since 1986 and specializes in the management of  international
equity  portfolios.  BIA  currently  manages  twenty  international  portfolios,
including five group trust funds,  for pension fund sponsors and endowment plans
worldwide.  Messrs.  Lyle H. Davis, Norman H. Meltz and David A. Umstead are the
principal  executive  officers  of  BIA  and  each  own  more  than  25%  of the
outstanding voting securities  thereof. As of March 31, 1995 BIA managed a total
of $2.7  billion  in assets and served as  sub-adviser  to one other  investment
company with total assets of $148 million.

         Marvin & Palmer, Sub-Adviser for Evergreen Emerging Markets Growth Fund
was  founded  in 1986 and is  engaged in the  management  of global,  non-United
States and emerging markets equity  portfolios for  institutional  accounts.  At
March 31, 1995,  Marvin & Palmer  managed a total of $2.5 billion in investments
for 34 institutional  investors and 5 commingled funds and served as sub-adviser
to another investment company with total assets of $33 million.

DISTRIBUTION PLANS AND AGREEMENTS

         Rule  12b-1  under  the  Investment  Company  Act of  1940  permits  an
investment  company to pay  expenses  associated  with the  distribution  of its
shares in accordance with a duly adopted plan. Each Fund has adopted for each of
its Class A,  Class B and Class C shares a Rule 12b-1  plan  (each,  a "Plan" or
collectively   the   "Plans").   Under   the   Plans,   each   Fund  may   incur
distribution-related  and shareholder  servicing-related  expenses which may not
exceed an annual  rate of .75 of 1% of the  aggregate  average  daily net assets
attributable to each Fund's Class A shares, 1.00% of the aggregate average daily
net assets  attributable  to the Class B and Class C shares of Evergreen  Global
Real Estate Equity Fund, and .75 of 1% of the aggregate average daily net assets
attributable to the Class B and Class C shares of Evergreen International Equity
Fund and  Evergreen  Emerging  Markets  Growth  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  International Equity
Fund and Evergreen  Emerging  Markets  Growth Fund have each, in addition to the
Plans  adopted  with  respect  to  their  Class B and  Class C  shares,  adopted
shareholder  service plans ("Service Plans") relating to the Class B and Class C
shares which permit each Fund to incur a fee of up to .25 of 1% of the aggregate
average  daily net  assets  attributable  to the Class B and Class C shares  for
ongoing personal services and/or the maintenance of shareholder  accounts.  Such
service fee  payments to financial  intermediaries  for such  purposes,  whether
pursuant to a Plan or Service  Plan,  will not to exceed  .25% of the  aggregate
average daily net assets attributable to each Class of shares of each Fund.

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

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

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

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

                        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.  In
states where EFD is not registered as a broker-dealer shares of a Fund will only
be sold through other  broker-dealers  or other financial  institutions that are
registered.  See the Share  Purchase  Application  and  Statement of  Additional
Information for more  information.  Only Class A, Class B and Class C shares are
offered through this  Prospectus (See "General  Information" - "Other Classes of
Shares").

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



<PAGE>


                              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 in connection with  transactions in shares of the
Funds.

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

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

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


<PAGE>



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

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

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

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

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

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

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



<PAGE>


         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 or Class C shares) next  calculated  after the Fund
receives  your request in proper form.  Proceeds  generally  will be sent to you
within seven days. However,  for shares recently purchased by check, a Fund will
not send  proceeds  until it is  reasonably  satisfied  that the  check has been
collected  (which may take up to 10 days).  Once a  redemption  request has been
telephoned or mailed, it is irrevocable and may not be modified or canceled.

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

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

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

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

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

EXCHANGE PRIVILEGE

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

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

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

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

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




SHAREHOLDER SERVICES

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

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

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

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

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

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

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

EFFECT OF BANKING LAWS

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

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

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

         If more than 50% of the value of a Fund's  assets at the end of the tax
year is  represented  by stock or securities of foreign  corporations,  the Fund
intends to qualify for certain Code stipulations  that would allow  shareholders
to claim a foreign tax credit or deduction on their U.S. income tax returns. The
Code  may  limit  a  shareholder's  ability  to  claim  a  foreign  tax  credit.
Furthermore,  shareholders who elect to deduct their portion of a Fund's foreign
taxes rather than take the foreign tax credit must itemize  deductions  on their
income tax returns.

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

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

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the performance of Evergreen  Global Real Estate Equity
Fund for its most recent  fiscal year is set forth below.  A similar  discussion
relating to Evergreen  International  Equity Fund and Evergreen Emerging Markets
Growth Fund is contained  in the annual  report of each Fund for the fiscal year
ended December 31, 1994.

Evergreen  Global Real Estate  Equity  Fund.  For the nine month  period  ending
September  30,  1994,   the  Evergreen   Global  Real  Estate  Equity  Fund  was
significantly  impacted by a  combination  of rising  interest  rates  worldwide
leading to a performance  decline of -6.4%. The relative indices performance was
similar,  as the Morgan  Stanley Global Real Estate Sub Index fell -9.9% and the
Wall Street Journal/Dow Jones World Sub Index of real estate stocks lost -11.5%.
The rise in interest rates in Europe was significantly higher than it was in the
U.S.,  despite  little  prospect of imminent  inflation  due to  continued  slow
economic recovery. We believe that both property and stock markets viewed rising
rates as a brake on  economic  growth.  This  resulted in weak  performance  for
European property shares.  Japan also remained a relatively dull performer after
the first  quarter as little  evidence  of  economic  growth was  visible.  Only
Southeast   Asia  and  Latin   America   provided  the  Fund  with   significant
opportunities for capital appreciation during this period.















[CHART]























<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.  The Evergreen Global Real Estate Equity Fund is a separate series
of the Evergreen  Real Estate  Equity  Trust,  a  Massachusetts  business  trust
organized in 1988.  Evergreen  International  Equity Fund and Evergreen Emerging
Markets Growth Fund are separate investment series of Evergreen Investment Trust
(formerly First Union Funds), which is a Massachusetts  business trust organized
in  1984.  The  Funds  do  not  intend  to  hold  annual  shareholder  meetings;
shareholder  meetings  will  be held  only  when  required  by  applicable  law.
Shareholders have available certain procedures for the removal of Trustees.

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

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

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

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

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

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

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

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


<PAGE>
  INVESTMENT ADVISER
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN EMERGING MARKETS GROWTH FUND, EVERGREEN INTERNATIONAL EQUITY
  FUND
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  KPMG Peat Marwick LLP, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN EMERGING MARKETS GROWTH FUND, EVERGREEN INTERNATIONAL EQUITY
  FUND
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536113




<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM mark) INTERNATIONAL GROWTH FUNDS   (Evergreen Logo appears here)
  EVERGREEN EMERGING MARKETS GROWTH FUND
  EVERGREEN INTERNATIONAL EQUITY FUND
  EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
  CLASS Y SHARES
           The Evergreen International Growth Funds (the "Funds") are
  designed to provide investors with a selection of investment alternatives
  which seek to provide capital growth and diversification. This Prospectus
  provides information regarding the Class Y shares offered by the Funds.
  Each Fund is, or is a series of, an open-end, diversified, management
  investment company. This Prospectus sets forth concise information about
  the Funds that a prospective investor should know before investing. The
  address of the Funds is 2500 Westchester Avenue, Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds 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 mark) 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
         Sub-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
</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 GLOBAL REAL ESTATE EQUITY 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 EMERGING MARKETS GROWTH FUND and EVERGREEN INTERNATIONAL EQUITY FUND.
       EVERGREEN EMERGING MARKETS GROWTH FUND (formerly First Union Emerging
Markets Growth Portfolio) seeks to provide long-term capital appreciation. The
EMERGING MARKETS GROWTH FUND invests in equity securities of issuers located in
countries with emerging markets.
       EVERGREEN INTERNATIONAL EQUITY FUND (formerly First Union International
Equity Portfolio) seeks to provide long-term capital appreciation. The EVERGREEN
INTERNATIONAL EQUITY FUND invests in equity securities of non-U.S. issuers.
       EVERGREEN GLOBAL REAL ESTATE EQUITY FUND seeks long-term capital growth.
Current income is a secondary objective. It invests primarily in equity
securities of United States and non-United States companies which are
principally engaged in the real estate industry or which own significant real
estate assets. It will not purchase direct interests in real estate.
    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 EMERGING MARKETS GROWTH FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                             EXPENSES*                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   1.50%
                                                             After 1 Year                               $  22
Administrative Fees                              .06%
                                                             After 3 Years                              $  67
12b-1 Fees                                         --
                                                             After 5 Years                              $ 115
Other Expenses                                   .59%
                                                             After 10 Years                             $ 248
Total                                           2.15%
</TABLE>
 
EVERGREEN INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                             EXPENSES*                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                    .82%
                                                             After 1 Year                               $  12
Administrative Fees                              .06%
                                                             After 3 Years                              $  37
12b-1 Fees                                         --
                                                             After 5 Years                              $  64
Other Expenses                                   .29%
                                                             After 10 Years                             $ 142
Total                                           1.17%
</TABLE>
 
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                             EXPENSES*                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   1.00%
                                                             After 1 Year                               $  15
12b-1 Fees                                         --
                                                             After 3 Years                              $  46
Other Expenses                                   .46%
                                                             After 5 Years                              $  80
                                                             After 10 Years                             $ 175
Total                                           1.46%
</TABLE>
 
*The estimated 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
periods ended December 31, 1994 or September 30, 1994, as applicable, were as
follows:
<TABLE>
<CAPTION>
Evergreen Emerging Markets Growth Fund                                                          1.53%
<S>                                                                                            <C>
Evergreen International Equity Fund                                                             1.06%
Evergreen Global Real Estate Equity Fund                                                        1.46%
</TABLE>
 
                                       3                                       
 
<PAGE>
       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 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 EMERGING MARKETS GROWTH FUND and EVERGREEN
INTERNATIONAL EQUITY FUND has been audited by KPMG Peat Marwick LLP, each Fund's
independent auditors, for EVERGREEN GLOBAL REAL ESTATE EQUITY FUND has, except
as noted otherwise, been audited by Price Waterhouse LLP, the 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 conjuction 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 EMERGING MARKETS GROWTH FUND
<TABLE>
<CAPTION>
                                                                                                   CLASS B    CLASS C    CLASS Y
                                                                                                   SHARES     SHARES     SHARES
                                                                                        CLASS A
                                                                                        SHARES
                                                                                                   SEPTEMBER 6, 1994*
                                                                                               THROUGH DECEMBER 31, 1994
<S>                                                                                     <C>        <C>        <C>        <C>
PER SHARE DATA
Net asset value, beginning of period.................................................   $10.00     $10.00     $10.00     $10.00
Income (loss) from investment operations:
Net investment income (loss).........................................................       --       (.02 )     (.02 )      .01
Net realized and unrealized loss on investments and foreign currency transactions....    (1.83 )    (1.82 )    (1.82 )    (1.84 )
  Total from investment operations...................................................    (1.83 )    (1.84 )    (1.84 )    (1.83 )
Net asset value, end of period.......................................................    $8.17      $8.16      $8.16      $8.17
TOTAL RETURN+........................................................................   (18.3% )   (18.4% )   (18.4% )   (18.3% )
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)............................................     $867     $1,589        $89     $5,878
Ratios to average net assets:
  Expenses (a).......................................................................    1.78% ++   2.53% ++   2.53% ++   1.53% ++
  Net investment income (loss)(a)....................................................    (.12% )++  (.84% )++  (.82% )++   .43% ++
Portfolio turnover rate..............................................................      17%        17%        17%        17%
</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, for the
    period from September 6, 1994 through December 31, 1994 would have been the
    following:
<TABLE>
<CAPTION>
                                                                CLASS A    CLASS B    CLASS C    CLASS Y
                                                                SHARES     SHARES     SHARES     SHARES
<S>                                                             <C>        <C>        <C>        <C>
Expenses.....................................................     3.96%      4.71%      4.71%      3.71%
Net investment income (loss).................................    (2.30%)    (3.02%)    (3.00%)    (1.75%)
</TABLE>
 
                                       5                                       
 
<PAGE>
EVERGREEN INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
                                                                                      CLASS A           CLASS B           CLASS C
                                                                                      SHARES            SHARES            SHARES
                                                                                                  SEPTEMBER 2, 1994*
                                                                                               THROUGH DECEMBER 31, 1994
<S>                                                                                   <C>        <C>                      <C>
PER SHARE DATA
Net asset value, beginning of period...............................................    $10.00                   $10.00     $10.00
Income (loss) from investment operations:
Net investment income..............................................................       .02                       --        .03
Net realized and unrealized loss on investments....................................      (.52)                    (.50)      (.54)
  Total from investment operations.................................................      (.50)                    (.50)      (.51)
Less distributions to shareholders from:
Net investment income..............................................................        --                       --         --
Net asset value, end of period.....................................................     $9.50                    $9.50      $9.49
TOTAL RETURN+......................................................................     (5.1%)                   (5.2%)     (5.2%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)..........................................    $2,545                   $5,602       $163
Ratios to average net assets:
  Expenses (a).....................................................................     1.26%++                  2.02%++    2.01%++
  Net investment income (a)........................................................      .91%++                   .10%++     .85%++
Portfolio turnover rate............................................................        1%                       1%         1%
<CAPTION>
                                                                                     CLASS Y
                                                                                     SHARES
 
<S>                                                                                   <C>
PER SHARE DATA
Net asset value, beginning of period...............................................  $10.00
Income (loss) from investment operations:
Net investment income..............................................................     .02
Net realized and unrealized loss on investments....................................    (.51 )
  Total from investment operations.................................................    (.49 )
Less distributions to shareholders from:
Net investment income..............................................................    (.01 )
Net asset value, end of period.....................................................   $9.50
TOTAL RETURN+......................................................................   (5.0% )
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)..........................................  $23,830
Ratios to average net assets:
  Expenses (a).....................................................................   1.06% ++
  Net investment income (a)........................................................   1.03% ++
Portfolio turnover rate............................................................      1%
</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, for the
    period from September 2, 1994 through December 31, 1994 would have been the
    following:
<TABLE>
<CAPTION>
                                                                CLASS A    CLASS B    CLASS C    CLASS Y
                                                                SHARES     SHARES     SHARES     SHARES
<S>                                                             <C>        <C>        <C>        <C>
Expenses.....................................................    2.09%      2.85%      2.84%      1.89%
Net investment income (loss).................................     .08%      (.73% )     .02%       .20%
</TABLE>
 
                                       6                                       
 
<PAGE>
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                SIX MONTHS       NINE MONTHS                                                     FEBRUARY 1, 1989*
                                  ENDED             ENDED                                                             THROUGH
                              MARCH 31, 1995    SEPTEMBER 30,              YEAR ENDED DECEMBER 31,                 DECEMBER 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................       $13.81             $14.75         $9.86       $9.16       $8.10      $10.03           $10.00
Income (loss) from
  investment operations:
Net investment income
  (loss)...................          .01                .07            --        (.01)       (.02)       (.03)             .17
Net realized and unrealized
  gain (loss) on
  investments..............        (2.48)             (1.01)         5.07         .94        1.08       (1.90)             .03
    Total from investment
      operations...........        (2.47)              (.94)         5.07         .93        1.06       (1.93)             .20
Less distributions to
  shareholders from:
Net investment income......         (.10)                --            --          --          --          --             (.17)
Net realized gains.........         (.52)                --          (.18)       (.23)         --          --               --
    Total distributions....         (.62)                --          (.18)       (.23)         --          --             (.17)
Net asset value, end of
  period...................       $10.72             $13.81        $14.75       $9.86       $9.16       $8.10           $10.03
TOTAL RETURN+..............       (18.4%)             (6.4%)        51.4%       10.2%       13.1%      (19.2%)            2.0%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)..........      $74,001           $132,294      $146,173      $8,618      $7,557      $6,004           $7,336
Ratios to average net
  assets:
  Operating expenses.......        1.51%++            1.46%++       1.56%(a)    2.00%(a)    2.00%(a)    2.00%(a)         2.00%(a)++
  Interest expense.........         .08%++             .08%++          --          --          --          --               --
  Net investment income
    (loss).................         .39%++             .56%++        .03%(a)    (.10%)(a)    (.27%)(a)  (.39%)(a)        2.23%(a)++
Portfolio turnover rate....          17%                63%           88%        245%        207%        325%             151%
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from December 31
   to September 30.
*  Commencement of operations.
+  Total return is calculated on net asset value per share and is not
   annualized.
++ Annualized.
(a) Net of expense waivers and reimbursements. If the Fund had borne all
    expenses that were assumed or waived by the investment adviser, the
    annualized ratios of expenses and net investment income (loss) to average
    net assets, exclusive of any applicable state expense limitations, would
    have been the following:
<TABLE>
<CAPTION>
                                                                                         FEBRUARY 1, 1989
                                                                                             THROUGH
                                                        YEAR ENDED DECEMBER 31,            DECEMBER 31,
                                                  1993      1992      1991      1990           1989
<S>                                               <C>      <C>       <C>       <C>       <C>
Operating expenses.............................   1.64%     3.72%     3.76%     3.99%          3.17%
Net investment income (loss)...................   (.05%)   (1.82%)   (2.02%)   (2.38%)         1.06%
</TABLE>
 
                                       7                                       
 
<PAGE>
EVERGREEN GLOBAL REAL ESTATE EQUITY FUND -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                       CLASS A SHARES       CLASS B SHARES       CLASS C SHARES
                                                                     FEBRUARY 10, 1995*    FEBRUARY 8, 1995*    FEBRUARY 9, 1995*
                                                                          THROUGH               THROUGH              THROUGH
                                                                       MARCH 31, 1995       MARCH 31, 1995       MARCH 31, 1995
                                                                        (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
<S>                                                                  <C>                   <C>                  <C>
PER SHARE DATA
Net asset value, beginning of period..............................         $11.46               $ 11.44              $ 11.43
Income (loss) from investment operations:
Net investment income.............................................            .02                   .02                  .01
Net realized and unrealized loss on investments...................           (.76)                 (.75)                (.73)
    Total from investment operations..............................           (.74)                 (.73)                (.72)
Net asset value, end of period....................................         $10.72               $ 10.71              $ 10.71
TOTAL RETURN+.....................................................          (6.5%)                (6.4%)               (6.3%)
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).........................         $2,531               $ 3,362              $ 1,146
Ratios to average net assets:
  Operating expenses (a)..........................................          1.51%++               2.27%++              2.31%++
  Interest expense................................................           .02%++                .01%++               .01%++
  Net investment income (a).......................................          3.21%++               1.53%++               .87%++
Portfolio turnover rate #.........................................            17%                   17%                  17%
</TABLE>
 
*  Commencement of class 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. Due to the recent commencement of their offering, the ratios for
    Class A, Class B and Class C shares are not necessarily comparable to that
    of the Class Y shares, and are not necessarily indicative of future ratios.
#  Portfolio turnover rate is calculated for the six months ended March 31,
   1995.
(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 C SHARES
                                               FEBRUARY 10, 1995    FEBRUARY 8, 1995    FEBRUARY 9, 1995
                                                    THROUGH             THROUGH             THROUGH
                                                MARCH 31, 1995       MARCH 31, 1995      MARCH 31, 1995
                                                  (UNAUDITED)         (UNAUDITED)         (UNAUDITED)
<S>                                            <C>                  <C>                 <C>
Operating expenses..........................         2.73%                3.49%               3.49%
Net investment income (loss)................         1.99%                 .31%               (.31%)
</TABLE>
 
                                       8                                       
 
9


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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Emerging Markets Growth Fund

         The objective of Evergreen  Emerging  Markets  Growth Fund is long-term
capital  appreciation.  In seeking  this  objective,  the Fund invests in equity
securities  of issuers  located in emerging  markets.  The Fund is suitable  for
aggressive  investors  interested  in the  investment  opportunities  offered by
securities  of  issuers  located  in  emerging  or  developing  markets  and the
resulting  potential for growth  opportunities  resulting from political change,
economic   deregulation  and  liberalized  trade  policies.   The  objective  is
fundamental and may not be changed without shareholder approval.

         The  Fund  seeks  long-term  capital  appreciation.  The  Fund  invests
primarily in a diversified  portfolio of equity securities of issuers located in
countries with emerging markets.  As a matter of policy, the Fund will invest at
least 65% of the value of its total  assets in  securities  of  emerging  market
issuers.

         A country will be  considered  to have an  "emerging  market" if it has
relatively low gross national  product per capita  compared to the world's major
economies and the potential for rapid economic  growth.  Countries with emerging
markets  include  those that have an  emerging  stock  market (as defined by the
International  Finance  Corporation),  those with low-to middle income economies
(according to the World Bank),  and those listed in World Bank  publications  as
"developing." The Fund will normally invest in at least six different countries,
although  it may invest all of its assets in a single  country.  At the  present
time,  the Fund has no  intention  of  investing  all of its  assets in a single
country.  The Fund  focuses on equity  securities,  but may also invest in other
types of instruments, including debt securities. Marvin & Palmer Associates, the
Sub-Adviser  to the  Fund,  will  make  investment  decisions  regarding  equity
securities  based on its  analysis  of returns,  price  momentum,  business  and
industry considerations, and management quality.

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

Evergreen International Equity Fund

         The  objective  of  Evergreen  International  Equity Fund is  long-term
capital  appreciation.  The Fund  invests  primarily  in  equity  securities  of
non-U.S.  issuers  and is  suitable  for  investors  who  want to  pursue  their
investment  goals in  markets  outside  the  United  States.  The Fund  provides
investors with a vehicle to pursue investment opportunities in countries outside
the U.S.  whose  securities  markets may benefit  from  differing  economic  and
political  cycles.  The objective is fundamental  and may not be changed without
shareholder approval.

         The Fund invests  primarily in foreign  equity  securities  that Boston
International Advisers,  Inc., the Sub-Adviser to the Fund, determines,  through
both  fundamental and technical  analysis,  to be undervalued  compared to other
securities in their  industries and countries.  In most market  conditions,  the
stocks   comprising   the  Fund's   assets  will   exhibit   traditional   value
characteristics, such as higher than average dividend yields, lower than average
price to book value,  and will include stocks of companies with  unrecognized or
undervalued  assets. As a matter of policy, the Fund will invest at least 65% of
the value of its total  assets in equity  securities  of  issuers  located in at
least three countries outside of the United States.

         The Fund will emphasize value stocks,  primarily of companies which are
listed on one or more of thirty-two stock markets:  twenty developed markets and
twelve emerging markets. While the current intention of the Fund is to invest in
32 stock  markets,  the Fund may invest in more or less,  depending  upon market
conditions as determined by the Sub-Adviser.  The Fund will invest substantially
in  industrialized  companies  throughout  the world  that  comprise  the Morgan
Stanley Capital  International EAFE (Europe,  Australia and the Far East) Index.
In  addition,  the Fund  intends to invest up to 10% of its  assets in  emerging
country equity securities,  as described above under "Evergreen Emerging Markets
Growth Fund."

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


<PAGE>


Evergreen Global Real Estate Equity Fund

         The  Evergreen  Global  Real  Estate  Equity  Fund seeks to achieve its
investment objective of long-term capital growth through investment primarily in
equity  securities  of domestic  and  foreign  companies  which are  principally
engaged in the real estate industry or which own significant real estate assets;
the Fund will not purchase direct interests in real estate.  Current income will
be a secondary objective. Equity securities will include common stock, preferred
stock and securities convertible into common stock. The objective is fundamental
and may not be changed without shareholder approval.

         The Fund  will,  under  normal  conditions,  invest at least 65% of its
total assets in equity  securities  of domestic  and foreign  exchange or NASDAQ
listed companies which are principally  engaged in the real estate  industry.  A
company is deemed to be "principally  engaged" in the real estate industry if at
least 50% of its assets  (marked to  market),  gross  income or net  profits are
attributable  to ownership,  construction,  management  or sale of  residential,
commercial or industrial real estate. Real estate industry companies may include
among others:  equity real estate investment trusts, which pool investors' funds
for investment  primarily in commercial  real estate  properties;  mortgage real
estate  investment  trusts,  which invest  pooled  funds in real estate  related
loans;  brokers or real estate  developers;  and companies with substantial real
estate holdings,  such as paper and lumber producers and hotel and entertainment
companies.  The Fund will only invest in real estate  equity  trusts and limited
partnerships  which are traded on major  exchanges.  As a matter of  fundamental
policy, the Fund will also invest at least 65% of its total assets in the equity
securities  of  companies  of at least  three  countries,  including  the United
States,  except  when  abnormal  market  or  financial  conditions  warrant  the
assumption of a temporary  defensive  position.  See  "Investment  Practices and
Restrictions" and "Special Risk Considerations".

         The  remainder  of  the  Fund's  investments  may  be  made  in  equity
securities of issuers whose products and services are related to the real estate
industry,  such as  manufacturers  and  distributors  of building  supplies  and
financial  institutions  which issue or service  mortgages.  The Fund may invest
more than 25% of its total  assets in any one sector of the real  estate or real
estate related industries.  In addition, the Fund may, from time to time, invest
in the securities of companies  unrelated to the real estate industry whose real
estate  assets  are  substantial   relative  to  the  price  of  the  companies'
securities.

         The Fund  pursues a flexible  strategy of  investing  in a  diversified
portfolio of securities of companies throughout the world. The Fund's investment
adviser  anticipates  that  the  Fund  will  give  particular  consideration  to
investments in the United Kingdom,  Western Europe,  Australia,  Canada, the Far
East (Japan, Hong Kong, Singapore, Malaysia and Thailand) and the United States.
The percentage of the Fund's assets  invested in particular  geographic  regions
will  shift  from time to time in  accordance  with the  judgment  of the Fund's
investment adviser.  Generally,  a substantial portion of the assets of the Fund
will be denominated or traded in foreign currencies.

         Investments may also be made in securities of issuers  unrelated to the
real estate industry believed by the Fund's investment adviser to be undervalued
and to have capital appreciation potential.  Also, consistent with the secondary
objective of current income, investments may also be made in nonconvertible debt
securities of such companies.  The debt securities  purchased  (except for those
described below) will be of investment  grade or better quality (e.g.,  rated no
lower than A by  Moody's  Investors  Service  ("Moody's")  or  Standard & Poor's
Ratings  Group  ("S&P")or  if not so rated,  believed  by the Fund's  investment
adviser to be of comparable quality).  However, up to 10% of total assets may be
invested in unrated debt  securities  of issuers  secured by real estate  assets
where the Fund's investment  adviser believes that the securities are trading at
a discount and the underlying collateral will ensure repayment of principal.  In
such situations, it is conceivable that the Fund could, in the event of default,
end up holding the underlying real estate directly.

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

INVESTMENT PRACTICES AND RESTRICTIONS

General.  The Funds primarily invest in:

         common and preferred  stocks,  convertible  securities  and warrants of
         foreign  corporations.  Common stocks represent an equity interest in a
         corporation. This ownership interest often gives the Funds the right to
         vote on measures  affecting the company's  organization and operations.
         Although  common  stocks have a history of  long-term  growth in value,
         their prices tend to fluctuate in the short-term, particularly those of
         smaller capitalization companies.  Smaller capitalization companies may
         have limited  product lines,  markets,  or financial  resources.  These
         conditions  may make them more  susceptible  to setbacks and reversals.
         Therefore,  their securities may have limited  marketability and may be
         subject to more abrupt or erratic market  movements than  securities of
         larger companies;

         obligations of foreign governments and supranational organizations;

         corporate and foreign government fixed income securities denominated in
         currencies other than U.S. dollars, rated, at the time of purchase, Baa
         or higher by Moody's or BBB or higher by S&P, or which, if unrated, are
         considered to be of comparable quality by the Fund's investment adviser
         or  sub-advisers.  Bonds  rated  Baa by  Moody's  or  BBB  by S&P  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.  Although the
         Funds do not  intend to invest  significantly  in debt  securities,  it
         should be noted that the prices of fixed  income  securities  fluctuate
         inversely to the direction of interest rates;

         strategic  investments,  such  as  options  and  futures  contracts  on
         currency transactions,  securities index futures contracts, and forward
         foreign currency exchange contracts. The Funds can use these techniques
         to increase or decrease  their  exposure to changing  security  prices,
         interest rates,  currency  exchange rates, or other factors that affect
         security values.  (Although,  of course, there can be no assurance that
         these strategic  investments will be successful in protecting the value
         of the Funds' securities.); and

         securities of closed-end investment companies.

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

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

Repurchase Agreements. The Funds may invest in repurchase agreements. Repurchase
agreements  are  agreements  by which a Fund  purchases a security  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. Each Fund's investment adviser will
monitor  the  creditworthiness  of the firms  with  which the Funds  enter  into
repurchase agreements.

When-Issued And Delayed Delivery  Transactions.  Evergreen  International Equity
Fund and Evergreen  Emerging  Markets  Growth Fund 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. A Fund may dispose of a commitment  prior to
settlement if the Fund's  investment  adviser deems it  appropriate to do so. In
addition,  Evergreen  International  Equity Fund and Evergreen  Emerging Markets
Growth Fund 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.

Temporary Investments. The Funds may invest in U.S. and foreign short-term money
market instruments  (denominated in U.S. and/or foreign  currencies),  including
interest-bearing call deposits with banks, government obligations,  certificates
of deposit,  bankers' acceptances,  commercial paper,  short-term corporate debt
securities,  and  repurchase  agreements.  These  investments  may  be  used  to
temporarily  invest cash received from the sale of Fund shares, to establish and
maintain  reserves for temporary  defensive  purposes,  or to take  advantage of
market opportunities.

Illiquid  or  Restricted  Securities.  Each Fund may invest up to 15% of its net
assets in  illiquid  securities  and  other  securities  which  are not  readily
marketable.  Illiquid  securities  include  certain  restricted  securities  not
determined  by the  Trustees to the liquid,  non-negotiable  time  deposits  and
repurchase  agreements  providing  for  settlement in more than seven days after
notice.  Securities  eligible  for  resale  pursuant  to  Rule  144A  under  the
Securities  Act of 1933,  which have been  determined to be liquid,  will not be
considered  by the Funds'  investment  advisers  to be  illiquid  or not readily
marketable and, therefore,  are not subject to the aforementioned 15% limit. The
inability of a Fund to dispose of illiquid or not readily marketable investments
readily or at a reasonable  price could impair the Fund's  ability to raise cash
for  redemptions or other purposes.  The liquidity of securities  purchased by a
Fund which are  eligible  for resale  pursuant to Rule 144A will be monitored by
the 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.

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

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

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

Foreign  Currency  Transactions.  The Funds  will enter  into  foreign  currency
transactions   to  obtain  the  necessary   currencies   to  settle   securities
transactions.  Currency  transactions  may be conducted either on a spot or cash
basis  at  prevailing  rates  or  through  forward  foreign  currency   exchange
contracts.  The Funds may also  enter  into  foreign  currency  transactions  to
protect Fund assets against adverse changes in foreign  currency  exchange rates
or exchange control regulations. Such changes could unfavorably affect the value
of Fund assets  which are  denominated  in foreign  currencies,  such as foreign
securities or funds  deposited in foreign  banks,  as measured in U.S.  dollars.
Although foreign  currency  exchanges may be used by a Fund to protect against a
decline in the value of one or more currencies,  such efforts may also limit any
potential  gain that might result from a relative  increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange
contract ("forward  contract") is an obligation to purchase or sell an amount of
a  particular  currency at a specific  price and on a future date agreed upon by
the parties.  Generally,  no commission charges or deposits are involved. At the
time a Fund  enters into a forward  contract,  Fund assets with a value equal to
the  Fund's  obligation  under  the  forward  contract  are  segregated  and are
maintained until the contract has been settled.  The Funds will not enter into a
forward  contract  with a term of more than one year.  The Funds will  generally
enter  into a forward  contract  to  provide  the  proper  currency  to settle a
securities  transaction at the time the transaction  occurs ("trade date").  The
period between trade date and settlement  date will vary between 24 hours and 60
days, depending upon local custom.



<PAGE>


The Funds may also protect against the decline of a particular  foreign currency
by  entering  into a  forward  contract  to sell  an  amount  of  that  currency
approximating the value of all or a portion of the Funds' assets  denominated in
that  currency  ("hedging").  The  success  of this type of  short-term  hedging
strategy is highly  uncertain due to the  difficulties of predicting  short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities  involved.  Although each Fund's
investment  adviser or  sub-adviser  will consider the  likelihood of changes in
currency values when making investment decisions, each Fund's investment adviser
or  sub-adviser  believes  that it is important to be able to enter into forward
contracts  when it believes the  interests  of a Fund will be served.  The Funds
will not enter into  forward  contracts  for hedging  purposes  in a  particular
currency  in an  amount  in  excess of the  Funds'  assets  denominated  in that
currency,  but as  consistent  with their other  investment  policies and as not
otherwise limited in their ability to use this strategy.

Options And Futures.  The Funds may deal in options on foreign  currencies,  and
portfolio  securities,  and, in the case of Evergreen  International Equity Fund
and Evergreen Emerging Markets Growth Fund,  securities  indices,  which options
may be listed for trading on an  international  securities  exchange.  The Funds
will use these  options to manage  interest rate and currency  risks.  The Funds
also may write  covered call options and secured put options to generate  income
or to lock in gains.  Each Fund may write  covered  call options and secured put
options  on up to 25% of its net assets in the case of  Evergreen  International
Equity Fund and Evergreen Emerging Markets Growth Fund and 15% of its net assets
in the  case  of  Evergreen  Global  Real  Estate  Equity  Fund,  and  Evergreen
International  Equity  Fund  and  Evergreen  Emerging  Markets  Growth  Fund may
purchase put and call options  provided  that no more than 5% of the fair market
value of its net assets may be invested in premiums on such options.

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

         The Funds may enter into futures  contracts  involving foreign currency
and, in the case of Evergreen  International  Equity Fund and Evergreen Emerging
Markets Growth Fund, securities indices,, or options on currency,  for bona fide
hedging  purposes  The Funds may not enter  into  futures  contracts  or related
options if, immediately thereafter, the amounts committed to margin and premiums
paid for unexpired  options would exceed 5% of a Fund's total assets and, in the
case of Evergreen  Global Real Estate  Equity Fund,  more than 30% of the Fund's
net assets  would be hedged  thereby.  Evergreen  International  Equity Fund and
Evergreen  Emerging  Markets  Growth  Fund,  may also  enter  into such  futures
contracts or related  options for  purposes  other than bona fide hedging if the
aggregate  amount of initial  margin  deposits  on a Fund's  futures and related
options positions would not exceed 5% of the net liquidation value of the Fund's
assets,  provided  further that in the case of an option that is in-the-money at
the time of the purchase, the in-the-money amount may be excluded in calculating
the 5%  limitation.  In addition,  a Fund may not sell futures  contracts if the
value of such  futures  contracts  exceeds the total  market value of the Fund's
portfolio securities.  Futures contracts sold by a Fund are generally subject to
segregation  and  coverage  requirements  established  by either  the  Commodity
Futures Trading  Commission  ("CFTC") or the Securities and Exchange  Commission
("SEC"), with the result that, if a Fund does not hold the instrument underlying
the futures  contract or option,  the Fund will be required to segregate,  on an
ongoing basis with its custodian,  cash, U.S.  government  securities,  or other
liquid  high grade debt  obligations  in an amount at least  equal to the Fund's
obligations with respect to such instruments.

         Evergreen  International  Equity Fund and  Evergreen  Emerging  Markets
Growth Fund may enter into securities  index futures  contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges, to the extent permitted by
the CFTC.  Securities index futures  contracts are based on indices that reflect
the market value of  securities of the firms  included in the indices.  An index
futures contract is an agreement  pursuant to which two parties agree to take or
make delivery of an amount of cash equal to the differences between the value of
the index at the close of the last  trading day of the contract and the price at
which the index contract was originally written.

         Evergreen  International  Equity Fund and  Evergreen  Emerging  Markets
Growth  Fund  may  enter  into  securities  index  futures  contracts  to sell a
securities  index in  anticipation  of or during a market  decline to attempt to
offset the decrease in market value of securities  in its  portfolio  that might
otherwise  result.  When  a  Fund  is  not  fully  invested  and  anticipates  a
significant market advance,  it may enter into futures contracts to purchase the
index in order to gain rapid market exposure that may in part or entirely offset
increases  in the cost of  securities  that it intends to  purchase.  In many of
these transactions, a Fund will purchase such securities upon termination of the
futures position but, depending on market conditions,  a futures position may be
terminated without the corresponding  purchases of common stock. A Fund may also
invest in securities  index futures  contracts  when its  investment  adviser or
sub-adviser believes such investment is more efficient, liquid or cost-effective
than investing directly in the securities underlying the index.

         The use of futures and related options involves special  considerations
and risks, including:  (1) the ability of a Fund to utilize futures successfully
will depend on its  investment  adviser's  or  sub-adviser's  ability to predict
pertinent market movements;  and (2) there might be an imperfect correlation (or
conceivably  no  correlation)  between  the  change in the  market  value of the
securities  held  by a Fund  and  the  prices  of the  futures  relating  to the
securities purchased or sold by the Fund. The use of futures and related options
may reduce risk of loss by wholly or partially offsetting the negative effect of
unfavorable  price  movements,   but  these  instruments  can  also  reduce  the
opportunity  for gain by  offsetting  the  positive  effect of  favorable  price
movements in positions.  No assurance can be given that the investment adviser's
or sub-adviser's judgment in this respect will be correct.

         It is not certain  that a  secondary  market for  positions  in futures
contracts  or for  options  will exist at all times.  Although  each  investment
adviser or  sub-adviser  will  consider  liquidity  before  entering  into these
transactions,  there  is no  assurance  that a  liquid  secondary  market  on an
exchange or otherwise will exist for any particular  futures  contract or option
at any particular  time. A Fund's ability to establish and close out futures and
options positions depends on this secondary market.

Risk  Characteristics Of Foreign  Securities.  Investing in non-U.S.  securities
carries  substantial  risks  in  addition  to  those  associated  with  domestic
investments.  In an attempt to reduce some of these risks,  the Funds  diversify
their  investments  broadly  among  foreign  countries  which may  include  both
developed  and  developing  countries.  With respect to Evergreen  International
Equity Fund, at least three different countries will always be represented.  The
Funds  may take  advantage  of the  unusual  opportunities  for  higher  returns
available from investing in developing  countries.  As discussed in detail below
under "Emerging  Markets,"  however,  these investments carry  considerably more
volatility  and risk  because they  generally  are  associated  with less mature
economies and less stable political systems.

         Foreign  securities are denominated in foreign  currencies.  Therefore,
the value in U.S.  dollars of a Fund's  assets and  income  may be  affected  by
changes in exchange rates and regulations. Although the Funds value their assets
daily  in U.S.  dollars,  they  will  not  convert  their  holdings  of  foreign
currencies to U.S.  dollars daily.  When a Fund converts its holdings to another
currency,  it may incur  conversion  costs.  Foreign  exchange dealers realize a
profit on the  difference  between the prices at which such dealers buy and sell
currencies.

         To the extent that securities purchased by the Funds are denominated in
currencies  other than the U.S.  dollar,  changes in foreign  currency  exchange
rates will affect the Funds' net asset  values;  the value of  interest  earned;
gains and losses realized on the sale of securities;  and net investment  income
and capital gains,  if any, to be distributed to  shareholders by a Fund. If the
value of a foreign currency rises against the U.S. dollar, the value of a Fund's
assets denominated in that currency will increase; correspondingly, if the value
of a foreign currency declines against the U.S.
dollar, the value of a Fund's assets denominated in that currency will decrease.

         Other  differences  between  investing  in foreign  and U.S.  companies
include: less publicly available  information about foreign companies;  the lack
of uniform financial accounting standards applicable to foreign companies;  less
readily  available  market  quotations  on  foreign  companies;  differences  in
government  regulation  and  supervision  of foreign stock  exchanges,  brokers,
listed companies,  and banks;  differences in legal systems which may affect the
ability to enforce contractual obligations or obtain court judgments;  generally
lower foreign stock market volume; the likelihood that foreign securities may be
less  liquid or more  volatile;  foreign  brokerage  commissions  may be higher;
unreliable mail service between  countries;  and political or financial  changes
which  adversely  affect  investments  in  some  countries.  In the  past,  U.S.
government policies have discouraged or restricted certain investments abroad by
investors  such as the Funds.  Although  the Funds are  unaware  of any  current
restrictions, investors are advised that these policies could be reinstituted.

Emerging  Markets.  The  economies of individual  emerging  countries may differ
favorably or  unfavorably  from the U.S.  economy in such  respects as growth of
gross  domestic  product,  rate of  inflation,  currency  depreciation,  capital
reinvestment,  resource  self-sufficiency  and  balance  of  payments  position.
Further,  the economies of developing  countries generally are heavily dependent
on  international  trade and,  accordingly,  have been,  and may continue to be,
adversely affected by trade barriers,  exchange controls, managed adjustments in
relative currency values and other protectionist  measures imposed or negotiated
by the countries with which they trade.  These economies also have been, and may
continue to be, adversely affected by economic  conditions in the countries with
which they trade.

         Prior  governmental  approval for foreign  investments  may be required
under  certain  circumstances  in some  emerging  countries,  and the  extent of
foreign  investment  in certain debt  securities  and domestic  companies may be
subject to limitation in other emerging countries. Foreign ownership limitations
also  may be  imposed  by the  charters  of  individual  companies  in  emerging
countries to prevent,  among other  concerns,  violation  of foreign  investment
limitations.

         Repatriation of investment income, capital and the proceeds of sales by
foreign investors may require governmental  registration and/or approval in some
emerging  countries.  A Fund  could be  adversely  affected  by delays  in, or a
refusal to grant,  any required  governmental  registration or approval for such
repatriation.  Any  investment  subject to such  repatriation  controls  will be
considered  illiquid if it appears reasonably likely that this process will take
more than seven days.

         With  respect to any  emerging  country,  there is the  possibility  of
nationalization,  expropriation  or confiscatory  taxation,  political  changes,
governmental   regulation,   social   instability  or  diplomatic   developments
(including war) which could affect  adversely the economics of such countries or
the value of the Funds' investments in those countries.  In addition,  it may be
difficult to obtain and enforce a judgment in a court outside of the U.S.

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

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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. (the "Evergreen  Asset") has been retained by Evergreen Global
Real Estate Equity Fund as investment adviser. Evergreen Asset succeeded on June
30,  1994 to the  advisory  business  of the  same  name,  but  under  different
ownership,  which was organized in 1971. Evergreen Asset, with its predecessors,
has served as  investment  adviser to the  Evergreen  mutual  funds  since 1971.
Evergreen  Asset is a  wholly-owned  subsidiary of First Union  National Bank of
North  Carolina  ("FUNB").  The address of Evergreen  Asset is 2500  Westchester
Avenue,  Purchase,  New  York  10577.  FUNB  is  a  subsidiary  of  First  Union
Corporation  ("First Union"),  one of the ten largest bank holding  companies in
the United States.  Stephen A. Lieber and Nola Maddox Falcone serve as the chief
investment  officers of Evergreen Asset and, along with Theodore J. Israel, Jr.,
were the owners of Evergreen Asset's predecessor and the former general partners
of Lieber & Company,  which, as described below,  provides  certain  subadvisory
services to Evergreen Asset in connection with its duties as investment  adviser
to the Fund. The Capital  Management  Group of FUNB ("CMG") serves as investment
adviser to Evergreen  International  Equity Fund and Evergreen  Emerging Markets
Growth Fund.  Boston  International  Advisers,  Inc.  ("BIA") is  Sub-Adviser to
Evergreen International Equity Fund and Marvin & Palmer Associates, Inc.
("Marvin & Palmer") is Sub-Adviser to Evergreen Emerging Markets Growth Fund

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

         As  investment  adviser to  Evergreen  Global Real Estate  Equity Fund,
Evergreen Asset manages each Fund's investments, provides various administrative
services and  supervises  each Fund's  daily  business  affairs,  subject to the
authority of the Trustees. Evergreen Asset is entitled to receive a fee equal to
1% of average  daily net assets on an annual  basis from  Evergreen  Global Real
Estate Equity Fund. The fee paid by Evergreen  Global Real Estate Equity Fund is
higher than the rate paid by most other investment companies. The total expenses
as a  percentage  of average  daily net assets on an annual  basis of  Evergreen
Global Real Estate  Equity Fund for the fiscal  period ended  September 30, 1994
are  set   forth  in  the   section   entitled   "Financial   Highlights".   The
above-mentioned  expense ratios for Evergreen  Global Real Estate Equity Fund is
net of voluntary  advisory fee waivers and expense  reimbursements  by Evergreen
Asset which may, at its discretion, revise or cease this voluntary waiver at any
time.

         CMG,  along  with  BIA  and  Marvin  &  Palmer,  respectively,  manages
investments and supervises the daily business affairs of Evergreen International
Equity  Fund  and  Evergreen  Emerging  Markets  Growth  Fund.  As  compensation
therefor, CMG is entitled to receive an annual fee from Evergreen  International
Equity  Fund equal to: .82 of 1% of the first $20  million of average  daily net
assets; .79 of 1% of the next $30 million of average daily net assets; .76 of 1%
of the next $50 million of average  daily net  assets;  and .73 of 1% of average
daily net assets in excess of $100  million.  From  Evergreen  Emerging  Markets
Growth  Fund,  CMG is entitled  to receive an annual fee equal to:  1.50% of the
first $100 million of average  daily net assets;  1.45% of the next $100 million
of average daily net assets; 1.40% of the next $100 million of average daily net
assets;  and 1.35% of average  daily net assets in excess of $300  million.  The
fees paid by Evergreen  International Equity Fund and Evergreen Emerging Markets
Growth  Fund are higher than the rate paid by most other  investment  companies,
but are not  higher  than the fee paid by many  funds  with  similar  investment
objectives. The total expenses as a percentage of average daily net assets on an
annual  basis of  Evergreen  International  Equity Fund and  Evergreen  Emerging
Markets Growth Fund for the fiscal year ended December 31, 1994 are set forth in
the  section  entitled  "Financial  Highlights".  CMG has  agreed to pay the sub
adviser to Evergreen  International  Equity Fund, BIA, a fee equal to: .32 of 1%
of the first $20 million of average daily net assets;  .29 of 1% of the next $30
million  of  average  daily net  assets;  .26 of 1% of the next $50  million  of
average daily net assets; and .23 of 1% of average daily net assets in excess of
$100 million.  For its services as  sub-adviser  to Evergreen  Emerging  Markets
Growth  Fund,  Marvin & Palmer  receives  from CMG a fee equal to:  1.00% of the
first  $100  million  of average  daily net  assets;  .95 of 1% of the next $100
million  of  average  daily net  assets;  .90 of 1% of the next $100  million of
average daily net assets; and .85 of 1% of average daily net assets in excess of
$300 million. Evergreen Asset serves as administrator to Evergreen International
Equity  Fund and  Evergreen  Emerging  Markets  Growth  Fund and is  entitled to
receive a fee based on the  average  daily net  assets of these  Funds at a rate
based on the total assets of the mutual funds  administered  by Evergreen  Asset
for which CMG or Evergreen Asset also serve as investment adviser, calculated in
accordance with the following schedule:  .050% of the first $7 billion; .035% on
the  next $3  billion;  .030%  on the  next $5  billion;  .020%  on the next $10
billion;  .015% on the next $5  billion;  and  .010% on  assets in excess of $30
billion.  Furman Selz  Incorporated,  the parent of Evergreen Funds Distributor,
Inc.,   distributor  for  the  Evergreen  group  of  mutual  funds,   serves  as
sub-administrator to Evergreen  International Equity Fund and Evergreen Emerging
Markets  Growth Fund and is entitled to receive a fee from each Fund  calculated
on the average daily net assets of each Fund at a rate based on the total assets
of the mutual funds  administered  by Evergreen Asset for which CMG or Evergreen
Asset  also serve as  investment  adviser,  calculated  in  accordance  with the
following  schedule:  .0100%  of the  first $7  billion;  .0075%  on the next $3
billion;  .0050% on the next $15 billion;  and .0040% on assets in excess of $25
billion.  The total assets of the mutual funds  administered  by Evergreen Asset
for which CMG or  Evergreen  Asset serve as  investment  adviser as of March 31,
1995 were approximately $8 billion.

         The portfolio  manager for Evergreen  Global Real Estate Equity Fund is
Samuel A. Lieber.  Mr. Samuel Lieber has been the Fund's principal manager since
inception and has been  associated with the Evergreen Asset since prior to 1989.
The  portfolio  managers  for  Evergreen  International  Equity Fund are Maureen
Ghublikian and David A. Umstead, who are Managing Directors of BIA and have been
associated therewith since prior to 1989.

         The portfolio  managers for Evergreen Emerging Markets Growth Fund, all
of whom have served since its inception in September  1994, are David F. Marvin,
who is  Chairman  of  Marvin & Palmer  and is  primarily  responsible  for Latin
America and currency  management,  Stanley Palmer,  who is President of Marvin &
Palmer and primarily  responsible for Southeast Asia and the India subcontinent,
Terry B.  Mason,  who is a Vice  President  of Marvin & Palmer and is  primarily
responsible for Eastern Europe and Africa, Jay F. Middleton,  who is a portfolio
manager for Marvin & Palmer and primarily  responsible for Latin America and the
Middle East, and Todd D. Marvin,  who is a portfolio manager for Marvin & Palmer
and, along with Mr.  Palmer,  primarily  responsible  for Southeast Asia and the
India  subcontinent.  David F. Marvin,  and Stanley Palmer,  President,  founded
Marvin & Palmer in 1986. Mr. Mason and Mr. Middleton both joined Marvin & Palmer
in 1990. Mr. Todd Marvin joined Marvin & Palmer in 1991 and, prior thereto,  was
employed  by  Oppenheimer  & Company  as an analyst  in its  investment  banking
department from 1989 until 1991.

SUB-ADVISERS

         Evergreen Asset has entered into sub-advisory  agreements with Lieber &
Company with respect to Evergreen  Global Real Estate Equity Fund 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 each such Fund's  portfolio.
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 Global Real
Estate  Equity  Fund  for the  services  provided  by  Lieber &  Company.  It is
contemplated  that  Lieber & Company  will,  to the extent  practicable,  effect
substantially  all of the portfolio  transactions  for this Fund on the New York
and  American  Stock  Exchanges.  The  address  of  Lieber  &  Company  is  2500
Westchester Avenue,  Purchase,  New York 10577. Lieber & Company is an indirect,
wholly-owned, subsidiary of First Union.

         The  sub-adviser to the Evergreen  International  Equity Fund, BIA, has
been in operation since 1986 and specializes in the management of  international
equity  portfolios.  BIA  currently  manages  twenty  international  portfolios,
including five group trust funds,  for pension fund sponsors and endowment plans
worldwide.  Messrs.  Lyle H. Davis, Norman H. Meltz and David A. Umstead are the
principal  executive  officers  of  BIA  and  each  own  more  than  25%  of the
outstanding voting securities  thereof. As of March 31, 1995 BIA managed a total
of $2.7  billion  in assets and served as  sub-adviser  to one other  investment
company with total assets of $148 million.

         Marvin & Palmer, Sub-Adviser for Evergreen Emerging Markets Growth Fund
was  founded  in 1986 and is  engaged in the  management  of global,  non-United
States and emerging markets equity  portfolios for  institutional  accounts.  At
March 31, 1995,  Marvin & Palmer  managed a total of $2.5 billion in investments
for 34 institutional  investors and 5 commingled funds and served as sub-adviser
to another investment company with total assets of $33 million.

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

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

HOW TO BUY SHARES

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

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

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

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

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

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

EXCHANGE PRIVILEGE

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

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

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

SHAREHOLDER SERVICES

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

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

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

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

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

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

EFFECT OF BANKING LAWS

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

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

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

         If more than 50% of the value of a Fund's  assets at the end of the tax
year is  represented  by stock or securities of foreign  corporations,  the Fund
intends to qualify for certain Code stipulations  that would allow  shareholders
to claim a foreign tax credit or deduction on their U.S. income tax returns. The
Code  may  limit  a  shareholder's  ability  to  claim  a  foreign  tax  credit.
Furthermore,  shareholders who elect to deduct their portion of a Fund's foreign
taxes rather than take the foreign tax credit must itemize  deductions  on their
income tax returns.

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

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

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the performance of Evergreen  Global Real Estate Equity
Fund for its most recent  fiscal year is set forth below.  A similar  discussion
relating to Evergreen  International  Equity Fund and Evergreen Emerging Markets
Growth Fund is contained  in the annual  report of each Fund for the fiscal year
ended December 31, 1994.

Evergreen  Global Real Estate  Equity  Fund.  For the nine month  period  ending
September  30,  1994,   the  Evergreen   Global  Real  Estate  Equity  Fund  was
significantly  impacted by a  combination  of rising  interest  rates  worldwide
leading to a performance  decline of -6.4%. The relative indices performance was
similar,  as the Morgan  Stanley Global Real Estate Sub Index fell -9.9% and the
Wall Street Journal/Dow Jones World Sub Index of real estate stocks lost -11.5%.
The rise in interest rates in Europe was significantly higher than it was in the
U.S.,  despite  little  prospect of imminent  inflation  due to  continued  slow
economic recovery. We believe that both property and stock markets viewed rising
rates as a brake on  economic  growth.  This  resulted in weak  performance  for
European property shares.  Japan also remained a relatively dull performer after
the first  quarter as little  evidence  of  economic  growth was  visible.  Only
Southeast   Asia  and  Latin   America   provided  the  Fund  with   significant
opportunities for capital appreciation during this period.















[CHART]























<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.  The Evergreen Global Real Estate Equity Fund is a separate series
of the Evergreen  Real Estate  Equity  Trust,  a  Massachusetts  business  trust
organized in 1988.  Evergreen  International  Equity Fund and Evergreen Emerging
Markets Growth Fund are separate investment series of Evergreen Investment Trust
(formerly First Union Funds), which is a Massachusetts  business trust organized
in  1984.  The  Funds  do  not  intend  to  hold  annual  shareholder  meetings;
shareholder  meetings  will  be held  only  when  required  by  applicable  law.
Shareholders have available certain procedures for the removal of Trustees.

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

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

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

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

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

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

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

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



<PAGE>
  INVESTMENT ADVISER
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN EMERGING MARKETS GROWTH FUND, EVERGREEN INTERNATIONAL EQUITY
  FUND
  Evergreen Asset Management Corp., 2500 Westchester Avenue, Purchase, New York
  10577
      EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
  CUSTODIAN & TRANSFER AGENT
  State Street Bank & Trust Company, Box 9021, Boston, Massachusetts 02205-9827
  LEGAL COUNSEL
  Sullivan & Worcester, 1025 Connecticut Avenue, N.W., Washington, D.C. 20036
  INDEPENDENT ACCOUNTANTS
  KPMG Peat Marwick LLP, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219
      EVERGREEN EMERGING MARKETS GROWTH FUND, EVERGREEN INTERNATIONAL EQUITY
  FUND
  Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
      EVERGREEN GLOBAL REAL ESTATE EQUITY FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536121
                                                                               B





  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) DOMESTIC GROWTH FUNDS             (Evergreen Logo appears here)
  EVERGREEN FUND
  EVERGREEN U.S. REAL ESTATE EQUITY FUND
  EVERGREEN LIMITED MARKET FUND
  EVERGREEN AGGRESSIVE GROWTH FUND
  CLASS A SHARES
  CLASS B SHARES
  CLASS C SHARES
           The Evergreen Domestic Growth Funds (the "Funds") are designed to
  provide investors with a selection of investment alternatives which seek to
  provide capital growth and diversification. This Prospectus provides
  information regarding the Class A, Class B and Class C shares offered by
  the Funds. Each Fund is, or is a series of, an open-end, diversified,
  management investment company. This Prospectus sets forth concise
  information about the Funds that a prospective investor should know before
  investing. The address of the Funds is 2500 Westchester Avenue, Purchase,
  New York 10577.
           A "Statement of Additional Information" for the Funds 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                12
         Investment Practices and Restrictions             14
MANAGEMENT OF THE FUNDS
         Investment Advisers                               16
         Sub-Adviser                                       17
         Distribution Plans & Agreements                   18
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 18
         How to Redeem Shares                              21
         Exchange Privilege                                22
         Shareholder Services                              23
         Effect of Banking Laws                            23
OTHER INFORMATION
         Dividends, Distributions and Taxes                24
         Management's Discussion of Fund Performance       24
         General Information                               26
</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 the EVERGREEN FUND, EVERGREEN U.S. REAL ESTATE
EQUITY FUND and EVERGREEN LIMITED MARKET FUND, INC. 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 AGGRESSIVE GROWTH FUND.
       EVERGREEN FUND seeks to achieve capital appreciation by investing in the
securities of little-known or relatively small companies, or companies
undergoing changes which the Fund's investment adviser believes will have
favorable consequences. Income will not be a factor in the selection of
portfolio investments.
       EVERGREEN U.S. REAL ESTATE EQUITY FUND seeks long-term capital growth.
Current income is a secondary objective. It invests primarily in equity
securities of United States companies which are principally engaged in the real
estate industry or which own significant real estate assets. It will not
purchase direct interests in real estate.
       EVERGREEN LIMITED MARKET FUND, INC. seeks to achieve capital appreciation
in the value of its shares. Income is not a factor in the selection of portfolio
securities. In attempting to achieve its objective, the policy of EVERGREEN
LIMITED MARKET FUND is to invest principally in securities of companies for
which there is a relatively limited trading market. Generally these are
little-known, small or special situation companies.
       EVERGREEN AGGRESSIVE GROWTH FUND (successor to ABT Emerging Growth Fund)
seeks long-term capital appreciation by investing primarily in common stocks of
emerging growth companies and in larger, more well established companies, all of
which are viewed by the Fund's investment adviser as having above average
appreciation potential.
       THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF ANY FUND WILL BE
ACHIEVED.
                                       2
 
<PAGE>
                              EXPENSE INFORMATION
       The table set forth below summarizes the shareholder transaction costs
associated with an investment in each Class A, Class B and Class C Shares of a
Fund. For further information see "Purchase and Redemption of Shares" and
"General Information -- Other Classes of Shares".
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES              Class A Shares                  Class B Shares                  Class C Shares
<S>                                           <C>              <C>                                            <C>
Maximum Sales Charge Imposed on Purchases          4.75%                           None                            None
(as a % of offering price)
Sales Charge on Dividend Reinvestments             None                            None                            None
Contingent Deferred Sales Charge (as a % of        None        5% during the first year, 4% during the        1% during the
original purchase price or redemption                          second year, 3% during the third and fourth    first year and
proceeds, whichever is lower)                                  years, 2% during the fifth year, 1% during     0% thereafter
                                                               the sixth and seventh years and 0% after the
                                                               seventh year
Redemption Fee                                     None                            None                            None
Exchange Fee                                       None                            None                            None
</TABLE>
 
       The following tables show for each Fund the estimated annual operating
expenses (as a percentage of average net assets) attributable to each Class of
Shares, together with examples of the cumulative effect of such expenses on a
hypothetical $1,000 investment in each Class for the periods specified assuming
(i) a 5% annual return, and (ii) redemption at the end of each period and,
additionally for Class B and C, no redemption at the end of each period.
       In the following examples (i) the expenses for Class A Shares assume
deduction of the maximum 4.75% sales charge at the time of purchase, (ii) the
expenses for Class B Shares and Class C Shares assume deduction at the time of
redemption (if applicable) of the maximum contingent deferred sales charge
applicable for that time period, and (iii) the expenses for Class B Shares
reflect the conversion to Class A Shares eight years after purchase (years eight
through ten, therefore, reflect Class A expenses).
EVERGREEN FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                       Assuming Redemption           No
                             ANNUAL OPERATING EXPENSES                                  at End of Period           Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             1.00%      1.00%      1.00%
                                                         After 1 Year              $  61      $  72      $  32      $  22
12b-1 Fees*                .25%      1.00%      1.00%
                                                         After 3 Years             $  89      $  97      $  67      $  67
Other Expenses             .13%       .13%       .13%
                                                         After 5 Years             $ 119      $ 134      $ 114      $ 114
                                                         After 10 Years            $ 205      $ 218      $ 246      $ 218
Total                     1.38%      2.13%      2.13%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 year   $  22
12b-1 Fees*
                          After 3 years  $  67
Other Expenses
                          After 5 years  $ 114
                          After 10 years $ 246
Total
<CAPTION>
Advisory Fees
</TABLE>
 
EVERGREEN U.S. REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      No
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             1.00%      1.00%      1.00%
                                                         After 1 Year              $  64      $  75      $  35      $  25
12b-1 Fees*                .25%      1.00%      1.00%
                                                         After 3 Years             $ 100      $ 108      $  78      $  78
Other Expenses
                                                         After 5 Years             $ 138      $ 153      $ 133      $ 133
(after reimbursement)**    .50%       .50%       .50%
                                                         After 10 Years            $ 224      $ 252      $ 284      $ 257
Total                     1.75%      2.50%      2.50%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 year   $  25
12b-1 Fees*
                          After 3 years  $  78
Other Expenses
                          After 5 years  $ 133
(after reimbursement)**
                          After 10 years $ 284
Total
<CAPTION>
Advisory Fees
</TABLE>
 
EVERGREEN LIMITED MARKET FUND
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      No
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees             1.00%      1.00%      1.00%
                                                         After 1 Year              $  63      $  74      $  34      $  24
12b-1 Fees*                .25%      1.00%      1.00%
                                                         After 3 Years             $  96      $ 104      $  74      $  74
Other Expenses             .37%       .37%       .37%
                                                         After 5 Years             $ 131      $ 147      $ 127      $ 127
                                                         After 10 Years            $ 231      $ 243      $ 271      $ 243
Total                     1.62%      2.37%      2.37%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 year   $  24
12b-1 Fees*
                          After 3 years  $  74
Other Expenses
                          After 5 years  $ 127
                          After 10 years $ 271
Total
<CAPTION>
Advisory Fees
</TABLE>
 
                                       3
 
<PAGE>
EVERGREEN AGGRESSIVE GROWTH FUND (A)
<TABLE>
<CAPTION>
                                                                                                  EXAMPLES
                                                                                                                   Assuming
                                                                                  Assuming Redemption at End of      No
                             ANNUAL OPERATING EXPENSES                                       Period                Redemption
                                    Class B    Class C                            Class A    Class B    Class C    Class B
                         Class A
<S>                      <C>        <C>        <C>       <C>                      <C>        <C>        <C>        <C>
Advisory Fees              .60%       .60%       .60%
                                                         After 1 Year              $  59      $  70      $  30      $  20
Administrative Fees        .06%       .06%       .06%
                                                         After 3 Years             $  83      $  91      $  61      $  61
12b-1 Fees*                .25%      1.00%      1.00%
                                                         After 5 Years             $ 109      $ 124      $ 104      $ 104
Other Expenses             .27%       .27%       .27%
                                                         After 10 Years            $ 184      $ 197      $ 225      $ 197
Total                     1.18%      1.93%      1.93%
<CAPTION>
                                         Class C
<S>                      <C>            <C>
                          After 1 year   $  20
Administrative Fees
                          After 3 years  $  61
12b-1 Fees*
                          After 5 years  $ 104
Other Expenses
                          After 10 years $ 225
Total
<CAPTION>
Advisory Fees
</TABLE>
 
(a) Estimated annual operating expenses reflect the combination of EVERGREEN
AGRESSIVE GROWTH FUND and ABT Emerging Growth Fund. These estimates are based on
the ABT Emerging Growth Fund Class A Shares as restated to reflect current fee
arrangements since the other Classes had no operations.
*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 shares 12b-1 Fees will be limited to .25
of 1% of average net assets. For Class B and Class C Shares a portion of the
12b-1 Fees equivalent to .25 of 1% of average net assets will be shareholder
servicing-related. Distribution-related 12b-1 Fees will be limited to .75 of 1%
of average net assets as permitted under the rules of the National Association
of Securities Dealers, Inc.
**Reflects agreements by Evergreen Asset to limit aggregate operating expenses
(including the Advisory Fees, but excluding interest, taxes, brokerage
commissions, Rule 12b-1 distribution fees and shareholder servicing fees and
extraordinary expenses) of EVERGREEN U.S. REAL ESTATE EQUITY FUND to 1.50% of
average net assets until the Fund reaches net assets of $15 million. Absent such
agreements, the estimated annual operating expenses for the Fund would be 2.75%
of average net assets for Class A and 3.50% of average net assets for Class B
and C Shares.
       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. These amounts have been restated
to reflect current fee arrangements and in the case of Funds that did not offer
all of the above-referenced Classes of shares during such periods, the amounts
set forth in the tables are based on the expenses incurred by the Classes which
were offered.THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR ANNUAL RETURN. ACTUAL EXPENSES AND ANNUAL RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN. For a more complete description of the various
costs and expenses borne by the Funds see "Management of the Funds". As a result
of asset-based sales charges, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted under the
rules of the National Association of Securities Dealers, Inc.
                                       4
 
<PAGE>
                              FINANCIAL HIGHLIGHTS
       The tables on the following pages present, for each Fund, financial
highlights for a share outstanding throughout each period indicated. The
information in the tables for the five most recent fiscal years or the life of
the Fund if shorter for EVERGREEN FUND and EVERGREEN U.S. REAL ESTATE EQUITY
FUND has, except as noted otherwise, been audited by Price Waterhouse LLP, each
Fund's independent auditors, for EVERGREEN LIMITED MARKET FUND has, except as
noted otherwise, been audited by Ernst & Young LLP, the Fund's independent
auditors and for EVERGREEN AGGRESSIVE GROWTH FUND has, except as noted
otherwise, been audited by Tait, Weller & Baker, the Fund's independent
auditors. A report of Price Waterhouse LLP, Ernst & Young 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.
       No financial highlights are shown for Class C Shares of Evergreen U.S.
Real Estate Equity Fund since this class did not have any operations prior to
March 31, 1995. No financial highlights are shown for Class B, C and Y Shares of
Evergreen Aggressive Growth Fund since these classes did not have any operations
prior to April 30, 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 FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                  SIX MONTHS
                                     ENDED
                                   MARCH 31,
                                     1995                                 YEAR ENDED SEPTEMBER 30,*
                                  (UNAUDITED)    1994     1993     1992     1991     1990     1989    1988**   1987**   1986**
<S>                               <C>           <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
PER SHARE DATA
Net asset value, beginning
  of period.....................    $ 14.62     $14.46   $13.10   $13.32   $ 9.66   $14.01   $12.47   $15.12   $13.55   $11.03
Income (loss) from investment
  operations:
Net investment income...........        .04        .07      .09      .09      .17      .24      .32      .21      .17      .14
Net realized and unrealized gain
  (loss) on investments.........        .99        .79     1.96      .55     3.93    (3.62)    1.99    (1.05)    2.65     3.18
  Total from investment
    operations..................       1.03        .86     2.05      .64     4.10    (3.38)    2.31     (.84)    2.82     3.32
Less distributions to
  shareholders from:
Net investment income...........       (.07)      (.09)    (.07)    (.17)    (.18)    (.36)    (.21)    (.25)    (.13)    (.14)
Net realized gains..............      (2.16)      (.61)    (.62)    (.69)    (.26)    (.61)    (.56)   (1.56)   (1.12)    (.66)
  Total distributions...........      (2.23)      (.70)    (.69)    (.86)    (.44)    (.97)    (.77)   (1.81)   (1.25)    (.80)
Net asset value, end of
  period........................    $ 13.42     $14.62   $14.46   $13.10   $13.32    $9.66   $14.01   $12.47   $15.12   $13.55
TOTAL RETURN+...................       9.1%       6.2%    15.8%     5.2%    43.7%   (25.4%)   20.0%     1.9%    22.5%    30.9%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions).....................       $508       $526     $657     $722     $755     $525     $867     $751     $808     $639
Ratios to average net assets:
  Operating expenses............      1.15%++    1.13%    1.11%    1.13%    1.15%    1.15%    1.11%    1.03%    1.03%    1.04%
  Interest expense..............       .13%++     .09%     .01%       --       --       --       --       --       --       --
  Net investment income.........       .48%++     .40%     .60%     .56%    1.45%    1.83%    2.46%    1.70%    1.32%    1.41%
Portfolio turnover rate.........        11%        19%      21%      32%      35%      39%      40%      42%      46%      48%
<CAPTION>
 
                                  1985**
<S>                               <C>
PER SHARE DATA
Net asset value, beginning
  of period.....................  $ 9.78
Income (loss) from investment
  operations:
Net investment income...........     .16
Net realized and unrealized gain
  (loss) on investments.........    1.66
  Total from investment
    operations..................    1.82
Less distributions to
  shareholders from:
Net investment income...........    (.16)
Net realized gains..............    (.41)
  Total distributions...........    (.57)
Net asset value, end of
  period........................  $11.03
TOTAL RETURN+...................   19.8%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions).....................    $334
Ratios to average net assets:
  Operating expenses............   1.08%
  Interest expense..............      --
  Net investment income.........   1.73%
Portfolio turnover rate.........     59%
</TABLE>
 
*  All shares and per share amounts reflect a 4-for-1 stock split, which was
   approved by shareholders on January 27, 1986, retroactive to March 18, 1985.
**  Net of expense limitation in fiscal years 1988, 1987, 1986 and 1985.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++ Annualized.
                                       5
 
<PAGE>
EVERGREEN FUND -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                            CLASS A SHARES    CLASS B SHARES    CLASS C SHARES
                                                                                 JANUARY 5, 1995* THROUGH MARCH 31, 1995
                                                                                               (UNAUDITED)
<S>                                                                         <C>               <C>               <C>
PER SHARE DATA
Net asset value, beginning of period.....................................       $11.97             $11.97           $11.97
Income (loss) from investment operations:
Net investment income (loss).............................................          .01               (.01)            (.01)
Net realized and unrealized gain on investments..........................         1.43               1.43             1.43
  Total from investment operations.......................................         1.44               1.42             1.42
Net asset value, end of period...........................................       $13.41             $13.39           $13.39
TOTAL RETURN+............................................................        12.0%              11.9%            11.9%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)................................       $5,545           $ 12,308             $408
Ratios to average net assets:
  Operating expenses (a).................................................        1.37%++            2.12%++          2.14%++
  Interest expense.......................................................         .16%++             .16%++           .16%++
  Net investment income (a)..............................................         .35%++            (.41%)++         (.35%)++
Portfolio turnover rate (#)..............................................          11%                11%              11%
</TABLE>
 
*  Commencement of class 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. Due to the recent commencement of their offering, the ratios for
    Class A, Class B and Class C shares are not necessarily comparable to that
    of the Class Y shares, and are not necessarily indicative of future ratios.
#  Portfolio turnover rate is calculated for the six months ended March 31,
   1995.
(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 C SHARES
                                                          JANUARY 3, 1995 THROUGH MARCH 31, 1995
                                                                       (UNAUDITED)
<S>                                                 <C>               <C>               <C>
  Expenses.......................................        1.64%             2.24%             5.97%
  Net investment income (loss)...................         .08%             (.53%)           (4.18%)
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN U.S. REAL ESTATE EQUITY FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                    SIX MONTHS
                                                                      ENDED             NINE MONTHS        SEPTEMBER 1, 1993*
                                                                  MARCH 31, 1995           ENDED                 THROUGH
                                                                   (UNAUDITED)      SEPTEMBER 30, 1994#     DECEMBER 31, 1993
<S>                                                               <C>               <C>                    <C>
PER SHARE DATA
Net asset value, beginning of period...........................       $10.07              $ 10.71                $ 10.00
Income (loss) from investment operations:
Net investment income..........................................          .13                  .11                    .04
Net realized and unrealized gain (loss) on investments.........         (.58)                (.75)                   .72
    Total from investment operations...........................         (.45)                (.64)                   .76
Less distributions to shareholders from:
Net investment income..........................................         (.12)                  --                   (.04)
In excess of net investment income.............................         (.20)                  --                   (.01)
    Total distributions........................................         (.32)                  --                   (.05)
Net asset value, end of period.................................       $ 9.30              $ 10.07                $ 10.71
TOTAL RETURN+..................................................        (4.4%)               (6.0%)                  7.6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)......................       $8,229               $8,630                 $4,610
Ratios to average net assets:
  Expenses.....................................................        1.50%++              1.49%++(a)              .44%++(a)
  Net investment income........................................        3.10%++              1.60%++(a)             1.93%++(a)
Portfolio turnover rate........................................          62%                 102%                    17%
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from December 31
   to September 30.
*  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>
                                                                 NINE MONTHS        SEPTEMBER 1, 1993
                                                                    ENDED                THROUGH
                                                              SEPTEMBER 30, 1994    DECEMBER 31, 1993
<S>                                                           <C>                   <C>
Expenses...................................................          2.65%                 3.59%
Net investment income (loss)...............................           .44%                (1.21%)
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN U.S. REAL ESTATE EQUITY FUND -- CLASS A AND B SHARES
<TABLE>
<CAPTION>
                                                                                                  CLASS A           CLASS B
                                                                                              MARCH 10, 1995*    MARCH 7, 1995*
                                                                                                  THROUGH           THROUGH
                                                                                              MARCH 31, 1995     MARCH 31, 1995
                                                                                                (UNAUDITED)       (UNAUDITED)
<S>                                                                                           <C>                <C>
PER SHARE DATA
Net asset value, beginning of period.......................................................        $9.21              $9.19
Income from investment operations:
Net investment income......................................................................          .04                .04
Net realized and unrealized gain on investments............................................          .05                .06
  Total from investment operations.........................................................          .09                .10
Net asset value, end of period.............................................................        $9.30              $9.29
TOTAL RETURN+..............................................................................         1.0%               1.1%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)..................................................          $10                $52
Ratios to average net assets:
  Expenses.................................................................................        1.75%++            2.50%++
  Net investment income....................................................................        9.49%++            6.94%++
Portfolio turnover rate**..................................................................          62%                62%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the six month period ended March
    31, 1995.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge and 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.
                                       8
 
<PAGE>
EVERGREEN LIMITED MARKET FUND, INC. -- CLASS Y SHARES
<TABLE>
<CAPTION>
                         SIX MONTHS
                            ENDED       FOUR MONTHS
                          MARCH 31,        ENDED
                            1995       SEPTEMBER 30,                                YEAR ENDED MAY 31,
                         (UNAUDITED)       1994#        1994      1993      1992      1991      1990      1989*     1988      1987
<S>                      <C>           <C>             <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value,
  beginning of
  period...............     $21.74         $21.20       $20.87    $21.02    $18.81    $17.69    $21.02    $16.82    $18.55   $20.16
Income (loss) from
  investment
  operations:
Net investment income
  (loss)...............       (.06)          (.05)        (.07)     (.03)      .02       .56       .45       .16        --     (.04)
Net realized and
  unrealized gain
  (loss) on
  investments..........      (1.60)           .59         1.67      1.57      3.33      1.67       .25      4.37      (.78)    1.05
  Total from investment
    operations.........      (1.66)           .54         1.60      1.54      3.35      2.23       .70      4.53      (.78)    1.01
Less distributions to
  shareholders from:
Net investment
  income...............         --             --           --        --      (.14)     (.53)     (.36)     (.05)       --       --
Net realized gains.....      (3.68)            --        (1.27)    (1.69)    (1.00)     (.58)    (3.67)     (.28)     (.95)   (2.62)
  Total
    distributions......      (3.68)            --        (1.27)    (1.69)    (1.14)    (1.11)    (4.03)     (.33)     (.95)   (2.62)
Net asset value, end of
  period...............     $16.40         $21.74       $21.20    $20.87    $21.02    $18.81    $17.69    $21.02    $16.82   $18.55
TOTAL RETURN+..........      (6.7%)          2.6%         7.6%      7.5%     18.3%     14.4%      4.2%     27.4%     (4.0%)    6.3%
RATIOS & SUPPLEMENTAL
  DATA
Net assets, end of
  period
  (000's omitted)......    $78,609        $99,340      $96,357   $80,605   $62,172   $45,687   $37,838   $37,292   $23,007  $20,881
Ratios to average net
  assets:
  Expenses.............      1.32%++        1.37%++      1.26%     1.24%     1.25%     1.32%     1.33%     1.30%     1.47%    1.44%
  Net investment income
    (loss).............      (.78%)++       (.70%)++     (.33%)    (.07%)     .22%     3.32%     2.25%      .86%      .01%    (.20%)
Portfolio turnover
  rate.................        40%            36%          89%       29%       55%       59%       46%       45%       47%      43%
<CAPTION>
 
                          1986
<S>                      <C>
PER SHARE DATA
Net asset value,
  beginning of
  period...............   $14.97
Income (loss) from
  investment
  operations:
Net investment income
  (loss)...............     (.02)
Net realized and
  unrealized gain
  (loss) on
  investments..........     6.37
  Total from investment
    operations.........     6.35
Less distributions to
  shareholders from:
Net investment
  income...............       --
Net realized gains.....    (1.16)
  Total
    distributions......    (1.16)
Net asset value, end of
  period...............   $20.16
TOTAL RETURN+..........    45.7%
RATIOS & SUPPLEMENTAL
  DATA
Net assets, end of
  period
  (000's omitted)......  $19,783
Ratios to average net
  assets:
  Expenses.............    1.44%
  Net investment income
    (loss).............    (.10%)
Portfolio turnover
  rate.................      56%
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from May 31 to
   September 30.
*  Investment income, expenses and net investment income are based on average
   monthly shares outstanding for the period indicated.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++ Annualized.
                                       9
 
<PAGE>
EVERGREEN LIMITED MARKET FUND, INC. -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                            CLASS A SHARES    CLASS B SHARES    CLASS C SHARES
                                                                                 JANUARY 3, 1995* THROUGH MARCH 31, 1995
                                                                                               (UNAUDITED)
<S>                                                                         <C>               <C>               <C>
PER SHARE DATA
Net asset value, beginning of period.....................................       $15.76            $15.76            $15.76
Income (loss) from investment operations:
Net investment loss......................................................         (.01)             (.03)             (.03)
Net realized and unrealized gain on investments..........................          .65               .63               .64
  Total from investment operations.......................................          .64               .60               .61
Net asset value, end of period...........................................       $16.40            $16.36            $16.37
TOTAL RETURN+............................................................         4.1%              3.8%              3.9%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)................................         $732            $1,598               $59
Ratios to average net assets:
  Expenses (a)...........................................................        1.41%++           2.17%++           2.15%++
  Net investment loss (a)................................................        (.71%)++         (1.47%)++         (1.38%)++
Portfolio turnover rate**................................................          40%               40%               40%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the six months period ended March
    31, 1995.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge and contingent deferred
   sales charge is not reflected.
++  Annualized. Due to the recent commencement of their offering, the ratios for
    Class A, Class B and Class C 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 (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 C SHARES
                                                          JANUARY 3, 1995 THROUGH MARCH 31, 1995
                                                                       (UNAUDITED)
<S>                                                 <C>               <C>               <C>
  Expenses.......................................        2.75%             2.77%             3.50%
  Net investment income (loss)...................       (2.05%)           (2.07%)           (2.73%)
</TABLE>
 
                                       10
 
<PAGE>
EVERGREEN AGGRESSIVE GROWTH FUND -- CLASS A SHARES*
<TABLE>
<CAPTION>
                               SIX MONTHS                                                          TEN MONTHS
                                  ENDED                                                              ENDED
                                APRIL 30,                                                           OCTOBER       YEAR ENDED
                                  1995                     YEAR ENDED OCTOBER 31,                     31,        DECEMBER 31,
                               (UNAUDITED)   1994     1993     1992     1991      1990     1989      1988**      1987     1986
<S>                            <C>          <C>      <C>      <C>      <C>      <C>       <C>      <C>         <C>       <C>
PER SHARE DATA
Net asset value, beginning of
  period......................    $13.85     $14.44   $11.76   $12.22    $7.37    $11.06    $7.62      $7.07      $8.77    $7.75
Income (loss) from investment
  operations:
Net investment loss...........      (.07)      (.13)    (.12)    (.10)    (.08)     (.04)    (.11)      (.21)      (.11)    (.08)
Net realized and unrealized
  gain (loss).................       .46       (.22)    3.06     1.84     5.59     (2.02)    3.55        .76      (1.34)    1.10
  Total from investment
    operations................       .39       (.35)    2.94     1.74     5.51     (2.06)    3.44        .55      (1.45)    1.02
Less distributions to
  shareholders from:
Net realized gains............        --       (.24)    (.26)   (2.20)    (.66)    (1.63)      --         --       (.25)      --
Net asset value, end of
  period......................    $14.24     $13.85   $14.44   $11.76   $12.22     $7.37   $11.06      $7.62      $7.07    $8.77
TOTAL RETURN+.................      2.8%      (2.4%)   25.3%    17.4%    79.8%    (20.5%)   45.1%       9.3%     (16.5%)   13.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted).............   $62,993    $64,635  $58,053  $29,302  $23,509   $14,325  $21,241    $19,900    $25,700  $37,100
Ratios to average net assets
  of:
  Expenses....................     1.41%++    1.25%    1.31%    1.44%    1.59%     1.86%    1.78%      2.02%++    1.57%    1.65%
  Net investment loss.........    (1.01%)++   (.92%)   (.92%)   (.93%)   (.71%)    (.49%)  (1.19%)    (1.36%)++   (1.05%)   (.90%)
Portfolio turnover rate.......       14%        59%      48%      46%     108%      100%     120%        45%        65%      49%
<CAPTION>
 
                                 1985
<S>                            <C>
PER SHARE DATA
Net asset value, beginning of
  period......................    $5.43
Income (loss) from investment
  operations:
Net investment loss...........     (.09)
Net realized and unrealized
  gain (loss).................     2.59
  Total from investment
    operations................     2.50
Less distributions to
  shareholders from:
Net realized gains............     (.18)
Net asset value, end of
  period......................    $7.75
TOTAL RETURN+.................    46.0%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted).............  $16,100
Ratios to average net assets
  of:
  Expenses....................    2.34%
  Net investment loss.........   (1.29%)
Portfolio turnover rate.......     101%
</TABLE>
 
*  The information set forth in the table above reflects the operating history
   of ABT Emerging Growth Fund, predecessor to Evergreen Aggressive Growth Fund,
   for the periods indicated.
**  The Fund changed its fiscal year from December 31 to October 31.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized. Initial sales charge is not reflected.
++ Annualized.
                                       11
 
12

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Fund

         The Evergreen Fund seeks to achieve its investment objective of capital
appreciation  principally  through  investments  in common stock and  securities
convertible  into or  exchangeable  for  common  stock of  companies  which  are
little-known,  relatively small or represent  special  situations  which, in the
opinion  of  the  Fund's  investment   adviser,   offer  potential  for  capital
appreciation.  The Fund's investment  objective is fundamental policy, which may
not be changed without shareholder approval. A "little-known"  company means one
whose business is limited to a regional  market or whose  securities are closely
held with only a small proportion traded publicly.  A "relatively small" company
means one which has a small share of the market for its  products or services in
comparison  with  other  companies  in its  field,  or which  provides  goods or
services for a limited market. A "special situation" company is one which offers
potential for capital  appreciation because of a recent or anticipated change in
structure,  management,  products or  services.  In  addition to the  securities
described  above,  the  Evergreen  Fund may invest in  securities  of relatively
well-known  and  large  companies  with  potential  for  capital   appreciation.
Investments  may  also be made  to a  limited  degree  in  non-convertible  debt
securities  and  preferred   stocks  which  offer  an  opportunity  for  capital
appreciation.  Short-term  investments may also be made if the Fund's investment
adviser  believes  that such action will  benefit the Fund.  See  "Special  Risk
Considerations".

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

Evergreen U.S. Real Estate Equity Fund

         The Fund's  investment  objective is long-term  capital growth which it
seeks to achieve through  investment  primarily in equity securities of domestic
companies which are principally engaged in the real estate industry or which own
significant  real estate assets;  the Fund will not purchase direct interests in
real estate.  Current income will be a secondary  objective.  Equity  securities
will include  common stock,  preferred  stock and  securities  convertible  into
common stock. The Fund's investment  objective is fundamental policy,  which may
not be changed without shareholder approval.

         Under normal conditions,  the Fund will invest not less than 65% of its
total assets in equity  securities  of United  States  exchange or NASDAQ listed
companies  principally engaged in the real estate industry.  A company is deemed
to be  "principally  engaged" in the real estate industry if at least 50% of its
assets  (marked to market),  gross  income or net profits  are  attributable  to
ownership,  construction,  management  or sale  of  residential,  commercial  or
industrial real estate. Real estate industry companies may include among others:
equity real estate investment trusts, which pool investors' funds for investment
primarily in commercial real estate properties;  mortgage real estate investment
trusts,  which invest pooled funds in real estate related loans; brokers or real
estate developers;  and companies with substantial real estate holdings, such as
paper and lumber producers and hotel and entertainment  companies. The Fund will
only invest in real estate  equity  trusts and  limited  partnerships  which are
traded on major exchanges. See "Special Risk Considerations".

         The  remainder  of  the  Fund's  investments  may  be  made  in  equity
securities of issuers whose products and services are related to the real estate
industry,  such as  manufacturers  and  distributors  of building  supplies  and
financial  institutions  which issue or service  mortgages.  The Fund may invest
more than 25% of its total  assets in any one sector of the real  estate or real
estate related industries.  In addition, the Fund may, from time to time, invest
in the securities of companies  unrelated to the real estate industry whose real
estate  assets  are  substantial   relative  to  the  price  of  the  companies'
securities.

         Investments may also be made in securities of issuers  unrelated to the
real estate industry believed by the Fund's investment adviser to be undervalued
and to have capital appreciation potential.  Also, consistent with the secondary
objective of current income, investments may also be made in nonconvertible debt
securities of such companies.  The debt securities  purchased  (except for those
described below) will be of investment  grade or better quality (e.g.,  rated no
lower than A by Standard & Poor's  Ratings  Group  ("S&P") or Moody's  Investors
Service, Inc. ("Moody's") or any other nationally recognized  statistical rating
organization  ("SRO"),  or if not so rated,  believed  by the Fund's  investment
adviser to be of comparable quality).  However, up to 10% of total assets may be
invested in unrated debt  securities  of issuers  secured by real estate  assets
where the Fund's investment  adviser believes that the securities are trading at
a discount and the underlying collateral will ensure repayment of principal.  In
such situations, it is conceivable that the Fund could, in the event of default,
end up holding the underlying real estate directly.

         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.

Evergreen Limited Market Fund

         The investment objective of Evergreen Limited Market Fund is to achieve
capital  appreciation;  income is not a factor  in the  selection  of  portfolio
securities.  The  Fund  seeks  to  achieve  its  objective  principally  through
investments in common stock of companies for which there is a relatively limited
trading market.  A relatively  limited trading market is one in which only small
amounts of stock are available at any given time generally through five or fewer
market  makers.   The  securities  of  such  companies  are  often  traded  only
over-the-counter  or on a  regional  securities  exchange,  rarely on a national
securities  exchange,  and may not trade  every day or in the volume  typical of
trading on a national securities  exchange.  See "Special Risk  Considerations".
The Fund's investment objective is a fundamental policy.

         Investments by the Fund are made with a view toward taking advantage of
market  inefficiencies.  Market inefficiency can result from a company being too
small to be covered by most industry  analysts,  thereby  resulting in a limited
dissemination of information  about the company or its industry.  Such companies
generally are small (but no smaller than  $1,000,000 of market  capitalization),
little-known or unpopular  companies (those which are not widely recommended for
purchase by industry analysts due to the company's size or some situation unique
to the company or its industry).  Companies in which  investments will generally
be made are those with a total market  capitalization  of  $150,000,000 or less.
There are no  restrictions  as to types of businesses or industries in which the
Fund may invest.  The Fund's  investment  adviser  believes that its  investment
research  programs will uncover a variety of relatively  unexploited  investment
opportunities.  The  methods  used  for  the  detection  and  selection  of such
opportunities  depends heavily upon the extensive library facilities of Lieber &
Company, the Fund's sub adviser, which contain information regarding over thirty
four thousand  individual  corporations as well as extensive  industry and trade
literature.

         While  the  focus of  Evergreen  Limited  Market  Fund is on  long-term
capital  appreciation,  investments may on occasion be made with the expectation
of short-term capital appreciation.  Securities held for a short time period may
be sold if the investment  objective for such securities has been achieved or if
other circumstances warrant.

         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.

Evergreen Aggressive Growth Fund

         The  Evergreen  Aggressive  Growth  Fund's  investment  objective is to
achieve long-term capital  appreciation by investing  primarily in common stocks
of emerging growth companies and larger, more well established companies, all of
which are viewed by its investment adviser as having above-average  appreciation
potential.  The Fund's investment objective is fundamental policy, which may not
be changed without shareholder approval.  Under normal  circumstances,  the Fund
intends to invest at least 65% of its net assets in common  stocks or securities
convertible  into common  stocks.  The Fund's  investment  adviser  considers an
emerging growth company to be one which is still in the developmental stage, yet
has  demonstrated,  or is expected to achieve,  growth of earnings  over various
major  business  cycles.  Important  qualities  of any emerging  growth  company
include sound  management and a good product with growing market  opportunities.
To the extent that its assets are not  invested in common  stocks or  securities
convertible into common stocks, the Fund also may invest its assets in, or enter
into  repurchase  agreements  with  banks or  broker-dealers  with  respect  to,
investment grade corporate bonds, U.S. government  securities,  commercial paper
and certificates of deposit of domestic banks.

         Consistent with its investment  objective,  the Fund also may invest in
equity  securities  of  seasoned,  established  companies  which its  investment
adviser believes have  above-average  appreciation  potential similar to that of
companies  in  the  developmental  stage.  This  may be  due,  for  example,  to
management change, new technology, new product or service developments,  changes
in demand, or other factors.  Investments in stocks of emerging growth companies
may involve  special risks.  Securities of  lesser-known,  relatively  small and
special situation companies tend to be speculative and volatile.  Therefore, the
current  net  asset  value  of  the  Fund's   shares  may  vary   significantly.
Accordingly,  the Fund should not be  considered  suitable for investors who are
unable or unwilling to assume the risks of loss inherent in such a program,  nor
should  investment in the Fund be  considered a balanced or complete  investment
program.

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

INVESTMENT PRACTICES AND RESTRICTIONS

Defensive  Investments.  The Funds may invest without limitation in high quality
money market  instruments,  such as notes,  certificates  of deposit or bankers'
acceptances,  U.S. Government securities,  non-convertible investment grade debt
securities or preferred  stocks or hold its assets in cash if, in the opinion of
the Funds investment  advisers,  market conditions warrant a temporary defensive
investment strategy.

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

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

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

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

Illiquid  Securities.  The  Funds may  invest  up to 15% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable,
including non-negotiable time deposits, certain restricted securities not deemed
by the Trustees to be liquid and repurchase  agreements with  maturities  longer
than seven days,  except that  Evergreen  U.S.  Real Estate Equity Fund may only
invest up to 10% of its assets in repurchase  agreements with maturities  longer
than seven days.  Securities eligible for resale pursuant to Rule 144A under the
Securities  Act of 1933,  which have been  determined to be liquid,  will not be
considered  by the Funds  investment  advisers  to be  illiquid  or not  readily
marketable and, therefore,  are not subject to the aforementioned 15% 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 Funds investment  adviser on an ongoing basis,  subject to the oversight of
the Trustees or Directors.  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

<PAGE>


ensure that the retention of such security does not result in a Fund having more
than  15%  of  its  assets  invested  in  illiquid  or  not  readily  marketable
securities.

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

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

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

Futures and Related Options.  The Evergreen U.S. Real Estate Equity Fund may, to
a limited extent,  enter into financial  futures  contracts,  including  futures
contracts  based on  securities  indices,  and purchase and sell options on such
futures contracts.  The sale of a futures contract obligates the Fund to deliver
the amount of securities, currency, or in the case of an index futures contract,
cash,  called for in the futures  contract on a specific  future date and price.
Conversely,  the purchase of a futures  contract  obligates  the Fund to receive
(purchase)  the  amount  of  securities,  currency,  or in the  case of an index
futures contract,  cash, called for in the futures contract on a specific future
date and at a  specific  price.  While the terms of futures  contracts  call for
actual  delivery or receipt of the  underlying  property,  the  majority of such
contracts  are  "closed  out"  prior  to  settlement  date by  entering  into an
offsetting purchase or sale transaction.  Upon entering into a futures contract,
the Fund must make an initial margin deposit representing a portion of the funds
that would be  required  to settle the  contract.  Thereafter,  on each day that
futures  contracts to which the Fund is a party trade,  the Fund may be required
to post additional "variation" margin as a result of changes in the value of the
futures  contract.  The Fund does not segregate assets in an amount equal to its
total exposure under futures contracts.

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

         An option on a futures  contract  entitles  its  holder to enter into a
futures  contract on specific  terms which remain fixed until the  expiration of
the option,  regardless  of the  movement of futures  prices in general.  If the
movement of currency  futures prices during the term of the option are such that
it does not become  advantageous  for the Fund to  exercise  the option or enter
into an  offsetting  options  transaction,  the option  will  expire and have no
further value. The exposure of the Fund in connection with purchase of an option
on a futures  contract is limited to the premium paid for the option.  The Funds
will only use futures instruments for hedging,  not speculative,  purposes.  The
Fund may not enter into  futures  contracts or related  options if,  immediately
thereafter,  more than 30% of the Fund's total assets would be hedged thereby or
the amounts  committed to margin and premiums paid for  unexpired  options would
exceed 5% of the Fund's total assets. Special Risk Considerations

Investment  in Small  Companies.  Investments  in  securities  of  little-known,
relatively small and special situation  companies may tend to be speculative and
volatile.  A lack of management depth in such companies could increase the risks
associated  with the loss of key  personnel.  Also,  the material and  financial
resources of such companies may be limited,  with the consequence  that funds or
external financing  necessary for growth may be unavailable.  Such companies may
also be involved in the development or marketing of new products or services for
which there are no established  markets. If projected markets do not materialize
or only regional markets develop, such companies may be adversely affected or be
subject to the  consequences  of local events.  Moreover,  such companies may be
insignificant  factors in their  industries  and may  become  subject to intense
competition  from larger  companies.  Securities of companies in which the Funds
may invest will frequently be traded only in the  over-the-counter  market or on
regional stock exchanges and will often be closely held. Securities of this type
may have  limited  liquidity  and be subject to wide  price  fluctuations.  As a
result of the risk factors  described  above, the net asset value of each Fund's
shares can be expected to vary significantly.  Accordingly, each Fund should not
be  considered  suitable for investors who are unable or unwilling to assume the
associated risks, nor should investment in the Funds be considered a balanced or
complete investment program.

Investments  Related to Real  Estate.  Evergreen  U.S.  Real Estate  Equity Fund
invests  primarily in issuers whose  activities are real estate  related.  Risks
associated  with  investment  in  securities  of  companies  in the real  estate
industry include: declines in the value of real estate, risks related to general
and local economic conditions, overbuilding and increased competition, increases
in property taxes and operating  expenses,  changes in zoning laws,  casualty or
condemnation  losses,  variations  in rental  income,  changes  in  neighborhood
values,  the appeal of properties to tenants and increase in interest  rates. In
the event of a default  on such  securities,  the  holder  thereof  could end up
holding real estate  directly and  therefore  be more  directly  subject to such
risks.  In  addition,  equity real estate  investment  trusts may be affected by
changes  in the value of the  underlying  property  owned by the  trusts,  while
mortgage real estate  investment trusts may be affected by the quality of credit
extended.  Equity and mortgage real estate  investment trusts are dependent upon
management  skills,  may not be  diversified  and are  subject  to the  risks of
financing projects.  Such trusts are also subject to heavy cash flow dependency,
defaults  by  borrowers,  self  liquidation  and the  possibility  of failing to
qualify for tax-free  pass-through of income under the Internal  Revenue Code of
1986,  as amended (the  "Code") and to maintain  exemption  from the  Investment
Company Act of 1940, as amended (the "1940 Act"). In the event an issuer of debt
securities  collateralized  by real estate  defaulted,  it is conceivable that a
Fund could end up holding the underlying real estate.

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

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

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

         First Union is  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.

         As investment  adviser to Evergreen  Fund,  Evergreen  U.S. Real Estate
Equity Fund and  Evergreen  Limited  Market Fund,  Evergreen  Asset manages each
Fund's investments, provides various administrative services and supervises each
Fund's  daily  business  affairs,  subject  to the  authority  of the  Trustees.
Evergreen  Asset is  entitled  to  receive  a fee from each of  Evergreen  Fund,
Evergreen  U.S. Real Estate Equity Fund and Evergreen  Limited Market Fund equal
to to 1% of  average  daily  net  assets on an  annual  basis on the first  $750
million in assets,  .9 of 1% of average  daily net assets on an annual  basis on
the next $250 million in assets,  and .8 of 1% of average daily net assets on an
annual  basis  on  assets  over $1  billion.  The fee  paid by  Evergreen  Fund,
Evergreen  U.S.  Real Estate Equity Fund and  Evergreen  Limited  Market Fund is
higher  than  the  rate  paid by most  other  investment  companies.  The  total
annualized  operating  expenses of Evergreen  Fund,  Evergreen  U.S. Real Estate
Equity  Fund and  Evergreen  Limited  Market  Fund for the fiscal  period  ended
September  30,  1994,  are  set  forth  in  the  section   entitled   "Financial
Highlights".  Until Evergreen U.S. Real Estate Equity Fund reaches net assets of
$15 million,  Evergreen  Asset will  reimburse the Fund to the extent the Fund's
aggregate  operating  expenses  (including  Evergreen Asset's fee, but excluding
interest,  taxes,  brokerage  commissions,  Rule  12b-1  distribution  fees  and
shareholder  servicing fees and extraordinary  expenses) exceed 1.50% of average
net assets for any fiscal year.  From time to time,  Evergreen Asset may further
reduce or waive its fee or  reimburse  the Fund for  certain of its  expenses in
order to reduce the Fund's  expense  ratio.  As a result the Fund's total return
would be higher than if the fees and any expenses had been paid by the Fund.

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen Aggressive Growth Fund and, as compensation  therefor,  is entitled to
receive  an annual  fee equal to .60 of 1% of  average  daily net  assets of the
Fund. The total  annualized  operating  expenses of the predecessor of Evergreen
Aggressive  Growth Fund for its most recent  fiscal year ended October 30, 1994,
are set forth in the section entitled  "Financial  Highlights".  Evergreen Asset
serves as administrator to Evergreen  Aggressive  Growth Fund and is entitled to
receive a fee based on the  average  daily net  assets of these  Funds at a rate
based on the total assets of the mutual funds  administered  by Evergreen  Asset
for which CMG or Evergreen Asset also serve as investment adviser, calculated in
accordance with the following schedule:  .050% of the first $7 billion; .035% on
the  next $3  billion;  .030%  on the  next $5  billion;  .020%  on the next $10
billion;  .015% on the next $5  billion;  and  .010% on  assets in excess of $30
billion.  Furman Selz  Incorporated,  the parent of Evergreen Funds Distributor,
Inc.,   distributor  for  the  Evergreen  group  of  mutual  funds,   serves  as
sub-administrator to Evergreen Aggressive Growth Fund and is entitled to receive
a fee from the Fund  calculated on the average daily net assets of the Fund at a
rate based on the total  assets of the mutual  funds  administered  by Evergreen
Asset  for  which CMG or  Evergreen  Asset  also  serve as  investment  adviser,
calculated in accordance  with the  following  schedule:  .0100% of the first $7
billion;  .0075% on the next $3  billion;  .0050% on the next $15  billion;  and
 .0040% on assets in excess of $25 billion.  The total assets of the mutual funds
administered  by  Evergreen  Asset  for which CMG or  Evergreen  Asset  serve as
investment adviser as of March 31, 1995 were approximately $8 billion.

         The portfolio  manager for Evergreen Fund is Stephen A. Lieber,  who is
Chairman and Co-Chief  Executive Officer of Evergreen Asset. Mr. Lieber has been
associated  with Evergreen  Asset and its  predecessor  since prior to 1989. The
portfolio  manager for  Evergreen  Aggressive  Growth Fund is Harold J. Ireland,
Jr., a Vice President of CMG who has been associated with CMG since July,  1995.
Prior  to  that,  Mr.  Ireland  was a  Vice  President  of  Palm  Beach  Capital
Management, Inc. and served as Portfolio manager of the Fund's predecessor,  ABT
Emerging Growth Fund,  since prior to 1989. The portfolio  manager for Evergreen
U.S. Real Estate Equity Fund is Samuel A. Lieber. Mr. Samuel Lieber has been the
Fund's  principal  manager  since  inception  and has been  associated  with the
Evergreen Asset since prior to 1989. The portfolio manager for Evergreen Limited
Market  Fund is  Derrick E.  Wenger.  Mr.  Wenger has been the Fund's  principal
manager since November 1993 and has been  associated  with Evergreen Asset since
1989.

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  Fund,  Evergreen  U.S.  Real  Estate  Equity Fund and
Evergreen  Limited 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  Fund,  Evergreen  U.S. Real Estate Equity Fund and Evergreen  Limited
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.

DISTRIBUTION PLANS AND AGREEMENTS

         Rule  12b-1  under  the  Investment  Company  Act of  1940  permits  an
investment  company to pay  expenses  associated  with the  distribution  of its
shares in accordance with a duly adopted plan. Each Fund has adopted for each of
its Class A,  Class B and Class C shares a Rule 12b-1  plan  (each,  a "Plan" or
collectively   the   "Plans").   Under   the   Plans,   each   Fund  may   incur
distribution-related  and shareholder  servicing-related  expenses which may not
exceed an annual  rate of .75 of 1% of the Fund's  aggregate  average  daily net
assets  attributable to Class A shares,  1.00% of the Fund's  aggregate  average
daily net  assets  attributable  to the Class B shares  and 1.00% of the  Fund's
aggregate average daily net assets attributable to the Class C shares.  Payments
with respect to Class A shares under the Plan 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
in an amount not to exceed  .25% of the  aggregate  average  daily net assets of
each Fund  attributable  to each Class of shares may constitute a service fee to
be used for  providing  ongoing  personal  service  and/or  the  maintenance  of
shareholder accounts.

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

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

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

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

                   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, Class B and Class C shares.  In states where EFD is not registered as a
broker-dealer shares of a Fund will only be sold through other broker-dealers or
other  financial  institutions  that  are  registered.  See the  Share  Purchase
Application and Statement of Additional  Information for more information.  Only
Class A, Class B and Class C shares are offered  through  this  Prospectus  (See
"General Information" - "Other Classes of Shares").

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

                              Initial Sales Charge

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

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

         No front-end sales charges are imposed on Class A shares  purchased by:
institutional investors, which may include bank trust departments and registered
investment advisers; investment advisers,  consultants or financial planners who
place  trades for their own  accounts or the  accounts of their  clients and who
charge such clients a management,  consulting, advisory or other fee; clients of
investment  advisers  or  financial  planners  who  place  trades  for their own
accounts if the  accounts  are linked to the master  account of such  investment
advisers or  financial  planners on the books of the  broker-dealer  though 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 A shares may also be  purchased  at net asset value by  qualified
and  non-qualified  employee  benefit and savings plans which make shares of the
Funds and the other Evergreen mutual funds available to their participants,  and
which:  (a) are employee  benefit plans having at least $1,000,000 in investable
assets, or 250 or more eligible  participants;  or (b) are non-qualified benefit
or profit sharing plans which are sponsored by an organization  which also makes
the  Evergreen  mutual  funds  available  through a qualified  plan  meeting the
criteria specified under (a). In connection with sales made to plans of the type
described in the  preceeding  sentence that are clients of  broker-dealers,  and
which do not qualify for sales at net asset value under the conditions set forth
in the paragraph above,  payments may be made in an amount equal to .50 of 1% of
the net asset value of shares  purchased.  These payments are subject to reclaim
in the event shares are redeemed within 12 months after purchase.

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

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

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

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

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

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

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

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

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



<PAGE>


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

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

HOW TO REDEEM SHARES

         You may "redeem",  i.e.,  sell your shares in a Fund to the Fund on any
day  the  Exchange  is  open,   either   directly  or  through  your   financial
intermediary.  The  price you will  receive  is the net  asset  value  (less any
applicable  CDSC for Class B or Class C shares) next  calculated  after the Fund
receives  your request in proper form.  Proceeds  generally  will be sent to you
within seven days. However,  for shares recently purchased by check, a Fund will
not send  proceeds  until it is  reasonably  satisfied  that the  check has been
collected  (which may take up to 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
or C shares).  Your financial  intermediary  is  responsible  for furnishing all
necessary  documentation to a Fund and may charge you for this service.  Certain
financial  intermediaries  may require that you give  instructions  earlier than
4:00 p.m.

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

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

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

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

EXCHANGE PRIVILEGE

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

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

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

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



<PAGE>


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.

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

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

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

EFFECT OF BANKING LAWS

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

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative  decisions could result in CMG or Evergreen Asset being prevented
from continuing to perform the services  required under the investment  advisory
contract or from acting as agent in connection  with the purchase of shares of a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is expected that the Trustees or Directors would identify, and call upon each

<PAGE>


Fund's shareholders to approve, a new investment adviser. If this were to occur,
it is not anticipated that the shareholders of any Fund would suffer any adverse
financial consequences.
- -------------------------------------------------------------------------------

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

         Evergreen   U.S.  Real  Estate  Equity  Fund  invests  in  real  estate
investment trusts which report the tax characteristics of their distributions to
the Fund annually on a calendar year basis.  The timing of such reporting to the
Fund  may  affect  the  tax  characteristics  of  distributions  by the  Fund to
shareholders.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate form supplied by State Street, that 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.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the performance of Evergreen Fund,  Evergreen U.S. Real
Estate  Equity  Fund and  Evergreen  Limited  Market  Fund for their most recent
fiscal year is set forth below. A similar discussion relating to the predecessor
of Evergreen  Aggressive  Growth Fund, ABT Emerging Growth Fund, is contained in
the annual report of such fund for its fiscal year ended October 30, 1994.

The Evergreen  Fund.  The Evergreen  Fund's total return for the ten years ended
September 30, 1994 was +213.8%, which calculates to an average annual compounded
return of +12.1%.  This compares favorably with the returns for the Russell 2000
Index (+194.9%) and the NASDAQ-OTC Composite  (unreinvested) Index (+205.8%) for
the same time period.  For the fiscal year ended 1994, the Fund produced a total
return of +6.2% versus returns of +2.7% for the Russell 2000 Index and +0.2% for
the  NASDAQ-OTC  Composite  (unreinvested)  Index.  During the fiscal year ended
September  30,  1994,  the Fund  adhered  to its  historical  strict  guidelines
regarding  market  valuation and growth rates,  resulting in a portfolio of what
Evergreen  Asset  considers  under-recognized  and  undervalued  securities with
excellent growth prospects.

         Performance  relative to comparative indices was positively impacted by
the sizable  commitments in sectors with above-average  performance.  Especially
significant  was the  strengthening  health  care  industry  and  the  improving
financial strength of the bank and thrift  industries.  The health care products
and  services  group  showed an average  increase  of 23.5%  during the 12 month
period. The bank industry showed an average gain of 5.8% during the same period.
The most negative  sizable  sector in the portfolio was the  performance  of the
finance and insurance group,  which had an average decline of 3.0%. This decline
particularly  reflected  pressure on  re-insurance  companies and municipal bond
insurance  companies,  both of which were fairly sizable within this group.  The
Fund's portfolio was well diversified,  with more than 197 holdings.  During the
year, the Fund shifted holdings toward a smaller market  capitalization  profile
in order  to  benefit  from the  opportunities  of  entrepreneurial  businesses.
Therefore,  many smaller  company  positions  were  inaugurated in areas such as
information systems, technology, retail, and financial institutions. As a result
of these moves,  the Fund's  portfolio  shifted  from 37.5% of the  portfolio in
market  capitalizations  over $2 billion,  to 23.5% over $2 billion.  The medium
market  capitalization of the holdings of the Fund at the end of the fiscal year
was $341 million.














[CHART]












Evergreen  Limited  Market Fund. The Fund's total return for the ten years ended
September  30, 1994,  was 337.64%,  which  equals an average  annual  compounded
return of 15.89%.  This return compared  favorably with the 11.83% return of the
NASDAQ OTC  Composite and 11.42% of the Russell 2000 indices over this same time
period. The total return of the Fund for the year ended May 31, 1994 (the former
fiscal year end of the Fund) was 7.64%,  compared to the 4.95% and 8.72% returns
of the NASDAQ Composite and Russell 2000 indices, respectively. The total return
of the Fund for the four  month  period  ended  September  30,  1994 was  2.55%,
compared to the 3.96% and 3.34% returns of the NASDAQ Composite and Russell 2000
indices, respectively.

























[CHART]


         During  the past  four  months,  the Fund  continued  its  practice  of
investing in relatively unknown companies with market capitalizations under $150
million  which are believed by  management  to be  undervalued.  Companies  with
strong  projected  earnings  growth  and  below  market   price/earnings  ratios
continued to be emphasized.  Emphasis was also placed on investment in companies
Evergreen Asset believes are likely acquisition  targets.  The Fund remains well
diversified with approximately 150 companies represented. Positive contributions
to the Fund's  performance came from portfolio  holdings  involved in merger and
acquisition  activity and from individual stock  selection.  Negative factors in
the Fund's  performance  included an underweighting in the technology sector and
an overweighting in the consumer discretionary sector. Rising interest rates and
a shift out of the small-cap sector have also both negatively effected the Fund.

Evergreen  U.S.  Real  Estate  Equity  Fund.  For the nine month  period  ending
September 30, 1994, the Fund's total return  declined by -6%, while the Wilshire
Real Estate Index  increased  by 1.9% and the  Standard and Poor's  Homebuilding
Index fell by 43.9%.  This was the result of a  combination  of rising  interest
rates, investor concern over economically sensitive real estate and homebuilding
stocks and the gradual  deflation of the liquidity bubble which led to many real
estate investment trusts being overvalued relative to historic norms.
















[CHART]















GENERAL INFORMATION

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

Organization.  The Evergreen Fund and Evergreen  Aggressive Growth Fund are each
separate  investment  series of the Evergreen  Trust, a  Massachusetts  business
trust reorganized in 1988 from a Maryland predecessor corporation. The Evergreen
U.S.  Real Estate  Equity  Fund is a separate  series of  Evergreen  Real Estate
Equity  Trust,  a  Massachusetts  business  trust  organized in 1988.  Evergreen
Limited Market Fund, Inc. is a Maryland corporation organized in 1983. 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 Directors or 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 Funds 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  of  Directors,  that affect each series and class in
substantially the same manner. Class A, B, C and Y shares have identical voting,
dividend,  liquidation  and other rights,  except that each class bears,  to the
extent applicable,  its own distribution 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 or  Directors  and, in
liquidation of a Fund, are entitled to receive the net assets of the Fund.

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

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

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

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

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

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

Additional  Information.   This  Prospectus  and  the  Statement  of  Additional
Information, which has been incorporated by reference herein, do not contain all
the information set forth in the Registration  Statements filed by the Trusts or
Evergreen  Limited Market Fund,  Inc. 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 FUND, EVERGREEN U.S. REAL ESTATE EQUITY FUND, EVERGREEN LIMITED
  MARKET FUND

  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN AGGRESSIVE GROWTH 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 FUND, EVERGREEN U.S. REAL ESTATE EQUITY FUND, EVERGREEN
  AGGRESSIVE GROWTH FUND
  Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072
      EVERGREEN LIMITED MARKET FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536114




<PAGE>
  PROSPECTUS                                                     July 7, 1995
  EVERGREEN(SM) DOMESTIC GROWTH FUNDS           (Evergreen logo appears here)
  EVERGREEN FUND
  EVERGREEN U.S. REAL ESTATE EQUITY FUND
  EVERGREEN LIMITED MARKET FUND
  EVERGREEN AGGRESSIVE GROWTH FUND
  CLASS Y SHARES
           The Evergreen Domestic Growth Funds (the "Funds") are designed to
  provide investors with a selection of investment alternatives which seek to
  provide capital growth and diversification. This Prospectus provides
  information regarding the Class Y shares offered by the Funds. Each Fund
  is, or is a series of, an open-end, diversified, management investment
  company. This Prospectus sets forth concise information about the Funds
  that a prospective investor should know before investing. The address of
  the Funds is 2500 Westchester Avenue, Purchase, New York 10577.
           A "Statement of Additional Information" for the Funds 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                                       2
EXPENSE INFORMATION                                         3
FINANCIAL HIGHLIGHTS                                        5
DESCRIPTION OF THE FUNDS
         Investment Objectives and Policies                12
         Investment Practices and Restrictions             14
MANAGEMENT OF THE FUNDS
         Investment Advisers                               16
         Sub-Adviser                                       17
PURCHASE AND REDEMPTION OF SHARES
         How to Buy Shares                                 18
         How to Redeem Shares                              19
         Exchange Privilege                                20
         Shareholder Services                              20
         Effect of Banking Laws                            21
OTHER INFORMATION
         Dividends, Distributions and Taxes                21
         Management's Discussion of Fund Performance       22
         General Information                               24
</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 the EVERGREEN FUND, EVERGREEN U.S. REAL ESTATE
EQUITY FUND and EVERGREEN LIMITED MARKET FUND, INC. 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 AGGRESSIVE GROWTH FUND.
       EVERGREEN FUND seeks to achieve capital appreciation by investing in the
securities of little-known or relatively small companies, or companies
undergoing changes which the Fund's investment adviser believes will have
favorable consequences. Income will not be a factor in the selection of
portfolio investments.
       EVERGREEN U.S. REAL ESTATE EQUITY FUND seeks long-term capital growth.
Current income is a secondary objective. It invests primarily in equity
securities of United States companies which are principally engaged in the real
estate industry or which own significant real estate assets. It will not
purchase direct interests in real estate.
       EVERGREEN LIMITED MARKET FUND, INC. seeks to achieve capital appreciation
in the value of its shares. Income is not a factor in the selection of portfolio
securities. In attempting to achieve its objective, the policy of EVERGREEN
LIMITED MARKET FUND is to invest principally in securities of companies for
which there is a relatively limited trading market. Generally these are
little-known, small or special situation companies.
       EVERGREEN AGGRESSIVE GROWTH FUND (successor to ABT Emerging Growth Fund)
seeks long-term capital appreciation by investing primarily in common stocks of
emerging growth companies and in larger, more well established companies, all of
which are viewed by the Fund's investment adviser as having above average
appreciation potential.
       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 FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   1.00%
                                                             After 1 Year                               $  12
12b-1 Fees                                         --
                                                             After 3 Years                              $  36
Other Expenses                                   .13%
                                                             After 5 Years                              $  62
                                                             After 10 Years                             $ 137
Total                                           1.13%
</TABLE>
 
EVERGREEN U.S. REAL ESTATE EQUITY FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   1.00%
                                                             After 1 Year                               $  15
12b-1 Fees                                         --
                                                             After 3 Years                              $  47
Other Expenses*                                  .50%
                                                             After 5 Years                              $  82
                                                             After 10 Years                             $ 179
Total                                           1.50%
</TABLE>
 
EVERGREEN LIMITED MARKET FUND
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                   1.00%
                                                             After 1 Year                               $  14
12b-1 Fees                                         --
                                                             After 3 Years                              $  43
Other Expenses                                   .37%
                                                             After 5 Years                              $  75
                                                             After 10 Years                             $ 165
Total                                           1.37%
</TABLE>
 
EVERGREEN AGGRESSIVE GROWTH FUND(A)
<TABLE>
<CAPTION>
                                          ANNUAL OPERATING
                                              EXPENSES                                                 EXAMPLE
<S>                                       <C>                <C>                                       <C>
Advisory Fees                                    .60%
                                                             After 1 Year                               $   9
Administrative Fees                              .06%
                                                             After 3 Years                              $  30
12b-1 Fees                                         --
                                                             After 5 Years                              $  51
Other Expenses                                   .27%
                                                             After 10 Years                             $ 114
Total                                            .93%
</TABLE>
 
(a) Estimated annual operating expenses reflect the combination of Evergreen
    Aggressive Growth Fund and ABT Emerging Growth Fund. These estimates are
    based on the ABT Emerging Growth Fund Class A Shares as restated to reflect
    current fee arrangements since the other classes had no operations.
       *Reflects agreement by Evergreen Asset to limit aggregate operating
expenses (including the Adviser's fee, but excluding interest, taxes, brokerage
commissions, Rule 12b-1 distribution fees, shareholder servicing fees and
extraordinary expenses) of EVERGREEN U.S. REAL ESTATE EQUITY FUND to 1.50% of
average net assets until the
                                       3
 
<PAGE>
Fund reaches net assets of $15 million. Absent such agreement, the annual
operating expenses would be 2.50% of average net assets.
       From time to time, each Fund's investment adviser may, at its discretion,
reduce or waive its fees or reimburse the Fund for certain of its expenses in
order to reduce the Fund's expense ratio. 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 the 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 example, are
estimated amounts for the current fiscal year based on historical experience for
the most recent fiscal period. These amounts have been restated to reflect
current fee arrangements. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES OR INVESTMENT RETURN, ACTUAL EXPENSES OR 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 FUND and EVERGREEN U.S. REAL ESTATE EQUITY
FUND has, except as noted otherwise, been audited by Price Waterhouse LLP, each
Fund's independent auditors, for EVERGREEN LIMITED MARKET FUND has, except as
noted otherwise, been audited by Ernst & Young LLP, the Fund's independent
auditors, and for EVERGREEN AGGRESSIVE GROWTH FUND has, except as noted
otherwise, been audited by Tait, Weller & Baker, the Fund's independent
auditors. A report of Price Waterhouse LLP, Ernst & Young 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.
       No financial highlights are shown for Class C Shares of EVERGREEN U.S.
REAL ESTATE EQUITY FUND since this class did not have any operations prior to
March 31, 1995. No financial highlights are shown for Class B, C or Y Shares of
EVERGREEN AGGRESSIVE GROWTH FUND since these classes did not have any operations
prior to April 30, 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 FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                    SIX
                                  MONTHS
                                   ENDED
                                 MARCH 31,
                                   1995                                 YEAR ENDED SEPTEMBER 30,*
                                (UNAUDITED)     1994      1993      1992      1991      1990      1989     1988**    1987**
<S>                             <C>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE DATA
Net asset value, beginning of
  period......................    $ 14.62      $14.46    $13.10    $13.32     $9.66    $14.01    $12.47    $15.12    $13.55
Income (loss) from investment
  operations:
Net investment income.........        .04         .07       .09       .09       .17       .24       .32       .21       .17
Net realized and unrealized
  gain (loss) on
  investments.................        .99         .79      1.96       .55      3.93     (3.62)     1.99     (1.05)     2.65
  Total from investment
    operations................       1.03         .86      2.05       .64      4.10     (3.38)     2.31      (.84)     2.82
Less distributions to
  shareholders from:
Net investment income.........       (.07)       (.09)     (.07)     (.17)     (.18)     (.36)     (.21)     (.25)     (.13)
Net realized gains............      (2.16)       (.61)     (.62)     (.69)     (.26)     (.61)     (.56)    (1.56)    (1.12)
  Total distributions.........      (2.23)       (.70)     (.69)     (.86)     (.44)     (.97)     (.77)    (1.81)    (1.25)
Net asset value, end of
  period......................    $ 13.42      $14.62    $14.46    $13.10    $13.32     $9.66    $14.01    $12.47    $15.12
TOTAL RETURN+.................       9.1%        6.2%     15.8%      5.2%     43.7%    (25.4%)    20.0%      1.9%     22.5%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)...................       $508        $526      $657      $722      $755      $525      $867      $751      $808
Ratios to average net assets
  Operating expenses..........      1.15%++     1.13%     1.11%     1.13%     1.15%     1.15%     1.11%     1.03%     1.03%
  Interest expense............       .13%++      .09%      .01%        --        --        --        --        --        --
  Net investment income.......       .48%++      .40%      .60%      .56%     1.45%     1.83%     2.46%     1.70%     1.32%
Portfolio turnover
  rate........................        11%         19%       21%       32%       35%       39%       40%       42%       46%
<CAPTION>
 
                                1986**    1985**
<S>                              <C>      <C>
PER SHARE DATA
Net asset value, beginning of
  period......................  $11.03    $ 9.78
Income (loss) from investment
  operations:
Net investment income.........     .14       .16
Net realized and unrealized
  gain (loss) on
  investments.................    3.18      1.66
  Total from investment
    operations................    3.32      1.82
Less distributions to
  shareholders from:
Net investment income.........    (.14)     (.16)
Net realized gains............    (.66)     (.41)
  Total distributions.........    (.80)     (.57)
Net asset value, end of
  period......................  $13.55    $11.03
TOTAL RETURN+.................   30.9%     19.8%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (in
  millions)...................    $639      $334
Ratios to average net assets
  Operating expenses..........   1.04%     1.08%
  Interest expense............      --        --
  Net investment income.......   1.41%     1.73%
Portfolio turnover
  rate........................     48%       59%
</TABLE>
 
*  All shares and per share amounts reflect a 4-for-1 stock split, which was
   approved by shareholders on January 27, 1986, retroactive to March 18, 1985.
** Net of expense limitation in fiscal years 1988, 1987, 1986 and 1985.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++ Annualized.
                                       5
 
<PAGE>
EVERGREEN FUND -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                            CLASS A SHARES    CLASS B SHARES    CLASS C SHARES
<S>                                                                         <C>               <C>               <C>
                                                                                 JANUARY 3, 1995* THROUGH MARCH 31, 1995
                                                                                               (UNAUDITED)
PER SHARE DATA
Net asset value, beginning of period.....................................       $11.97             $11.97           $11.97
Income (loss) from investment operations:
Net investment income (loss).............................................          .01               (.01)            (.01)
Net realized and unrealized gain on investments..........................         1.43               1.43             1.43
    Total from investment operations.....................................         1.44               1.42             1.42
Net asset value, end of period...........................................       $13.41             $13.39           $13.39
TOTAL RETURN+............................................................        12.0%              11.9%            11.9%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)................................       $5,545           $ 12,308             $408
Ratios to average net assets:
  Operating expenses (a).................................................        1.37%++            2.12%++          2.14%++
  Interest expense.......................................................         .16%++             .16%++           .16%++
  Net investment income (a)..............................................         .35%++            (.41%)++         (.35%)++
Portfolio turnover rate#.................................................          11%                11%              11%
</TABLE>
 
*  Commencement of class 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. Due to the recent commencement of their offering, the ratios for
    Class A, Class B and Class C shares are not necessarily comparable to that
    of the Class Y shares, and are not necessarily indicative of future ratios.
#  Portfolio turnover rate is calculated for the six months ended March 31,
   1995.
(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 C SHARES
<S>                                                 <C>               <C>               <C>
                                                          JANUARY 3, 1995 THROUGH MARCH 31, 1995
                                                                       (UNAUDITED)
  Expenses.......................................        1.64%             2.24%             5.97%
  Net investment income (loss)...................         .08%             (.53%)           (4.18%)
</TABLE>
 
                                       6
 
<PAGE>
EVERGREEN U.S. REAL ESTATE EQUITY FUND -- CLASS Y SHARES
<TABLE>
<CAPTION>
                                                                    SIX MONTHS
                                                                      ENDED             NINE MONTHS        SEPTEMBER 1, 1993*
                                                                  MARCH 31, 1995           ENDED                 THROUGH
                                                                   (UNAUDITED)      SEPTEMBER 30, 1994#     DECEMBER 31, 1993
<S>                                                               <C>               <C>                    <C>
PER SHARE DATA
Net asset value, beginning of period...........................       $10.07              $ 10.71                $ 10.00
Income (loss) from investment operations:
Net investment income..........................................          .13                  .11                    .04
Net realized and unrealized gain (loss) on investments.........         (.58)                (.75)                   .72
    Total from investment operations...........................         (.45)                (.64)                   .76
Less distributions to shareholders from:
Net investment income..........................................         (.12)                  --                   (.04)
In excess of net investment income.............................         (.20)                  --                   (.01)
    Total distributions........................................         (.32)                  --                   (.05)
Net asset value, end of period.................................       $ 9.30              $ 10.07                $ 10.71
TOTAL RETURN+..................................................        (4.4%)               (6.0%)                  7.6%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)......................       $8,229              $ 8,630                $ 4,610
Ratios to average net assets:
  Expenses.....................................................        1.50%++              1.49%++(a)              .44%++(a)
  Net investment income........................................        3.10%++              1.60%++(a)             1.93%++(a)
Portfolio turnover rate........................................          62%                 102%                    17%
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from December 31
   to September 30.
*  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>
                                                                 NINE MONTHS        SEPTEMBER 1, 1993
                                                                    ENDED                THROUGH
                                                              SEPTEMBER 30, 1994    DECEMBER 31, 1993
<S>                                                           <C>                   <C>
  Expenses.................................................          2.65%                 3.59%
  Net investment income (loss).............................           .44%                (1.21%)
</TABLE>
 
                                       7
 
<PAGE>
EVERGREEN U.S. REAL ESTATE EQUITY FUND -- CLASS A AND B SHARES
<TABLE>
<CAPTION>
                                                                                                 CLASS A            CLASS B
<S>                                                                                          <C>                <C>
                                                                                             MARCH 10, 1995*    MARCH 7, 1995*
                                                                                                 THROUGH            THROUGH
                                                                                             MARCH 31, 1995     MARCH 31, 1995
                                                                                               (UNAUDITED)        (UNAUDITED)
PER SHARE DATA
Net asset value, beginning of period......................................................        $9.21              $9.19
Income from investment operations:
Net investment income.....................................................................          .04                .04
Net realized and unrealized gain on investments...........................................          .05                .06
    Total from investment operations......................................................          .09                .10
Net asset value, end of period............................................................        $9.30              $9.29
TOTAL RETURN+.............................................................................         1.0%               1.1%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted).................................................          $10                $52
Ratios to average net assets:
  Expenses................................................................................        1.75%++            2.50%++
  Net investment income...................................................................        9.49%++            6.94%++
Portfolio turnover rate**.................................................................          62%                62%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the six month period ended March
    31, 1995.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge and 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.
                                       8
 
<PAGE>
EVERGREEN LIMITED MARKET FUND, INC. -- CLASS Y SHARES
<TABLE>
<CAPTION>
                          SIX MONTHS
                          ENDED MARCH    FOUR MONTHS
                              31,           ENDED
                             1995       SEPTEMBER 30,                             YEAR ENDED MAY 31,
                          (UNAUDITED)       1994#        1994     1993     1992     1991     1990     1989*    1988     1987
<S>                       <C>           <C>             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
PER SHARE DATA
Net asset value,
  beginning of
  period...............      $21.74         $21.20       $20.87   $21.02   $18.81   $17.69   $21.02   $16.82   $18.55   $20.16
Income (loss) from
  investment
  operations:
Net investment income
  (loss)...............        (.06)          (.05)        (.07)    (.03)     .02      .56      .45      .16       --     (.04)
Net realized and
  unrealized gain
  (loss) on
  investments..........       (1.60)           .59         1.67     1.57     3.33     1.67      .25     4.37     (.78)    1.05
  Total from investment
    operations.........       (1.66)           .54         1.60     1.54     3.35     2.23      .70     4.53     (.78)    1.01
Less distributions to
  shareholders from:
Net investment
  income...............          --             --           --       --     (.14)    (.53)    (.36)    (.05)      --       --
Net realized gains.....       (3.68)            --        (1.27)   (1.69)   (1.00)    (.58)   (3.67)    (.28)    (.95)   (2.62)
  Total
    distributions......       (3.68)            --        (1.27)   (1.69)   (1.14)   (1.11)   (4.03)    (.33)    (.95)   (2.62)
Net asset value, end of
  period...............      $16.40         $21.74       $21.20   $20.87   $21.02   $18.81   $17.69   $21.02   $16.82   $18.55
TOTAL RETURN+..........        6.7%           2.6%         7.6%     7.5%    18.3%    14.4%     4.2%    27.4%    (4.0%)    6.3%
RATIOS & SUPPLEMENTAL
  DATA
Net assets, end of
  period (in
  millions)............     $78,609        $99,340      $96,357  $80,605  $62,172  $45,687  $37,838  $37,292  $23,007  $20,881
Ratios to average net
  assets:
  Expenses.............       1.32%++        1.37%++      1.26%    1.24%    1.25%    1.32%    1.33%    1.30%    1.47%    1.44%
  Net investment income
    (loss).............       (.78%)++       (.70%)++     (.33%)   (.07%)    .22%    3.32%    2.25%     .86%     .01%    (.20%)
Portfolio turnover
  rate.................         40%            36%          89%      29%      55%      59%      46%      45%      47%      43%
<CAPTION>
 
                          1986
<S>                     <C>
PER SHARE DATA
Net asset value,
  beginning of
  period...............   $14.97
Income (loss) from
  investment
  operations:
Net investment income
  (loss)...............     (.02)
Net realized and
  unrealized gain
  (loss) on
  investments..........     6.37
  Total from investment
    operations.........     6.35
Less distributions to
  shareholders from:
Net investment
  income...............       --
Net realized gains.....    (1.16)
  Total
    distributions......    (1.16)
Net asset value, end of
  period...............   $20.16
TOTAL RETURN+..........    45.7%
RATIOS & SUPPLEMENTAL
  DATA
Net assets, end of
  period (in
  millions)............  $19,783
Ratios to average net
  assets:
  Expenses.............    1.44%
  Net investment income
    (loss).............    (.10%)
Portfolio turnover
  rate.................      56%
</TABLE>
 
#  On September 21, 1994, the Fund changed its fiscal year end from May 31 to
   September 30.
*  Investment income, expenses and net investment income are based on average
   monthly shares outstanding for the period indicated.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized.
++ Annualized.
                                       9
 
<PAGE>
EVERGREEN LIMITED MARKET FUND, INC. -- CLASS A, B AND C SHARES
<TABLE>
<CAPTION>
                                                                            CLASS A SHARES    CLASS B SHARES    CLASS C SHARES
<S>                                                                         <C>               <C>               <C>
                                                                                 JANUARY 3, 1995* THROUGH MARCH 31, 1995
                                                                                               (UNAUDITED)
PER SHARE DATA
Net asset value, beginning of period.....................................       $15.76           $  15.76           $15.76
Income (loss) from investment operations:
Net investment loss......................................................         (.01)              (.03)            (.03)
Net realized and unrealized gain on investments..........................          .65                .63              .64
    Total from investment operations.....................................          .64                .60              .61
Net asset value, end of period...........................................       $16.40           $  16.36           $16.37
TOTAL RETURN+............................................................         4.1%               3.8%             3.9%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)................................         $732           $  1,598              $59
Ratios to average net assets:
  Expenses (a)...........................................................        1.41%++            2.17%++          2.15%++
  Net investment loss (a)................................................        (.71%)++          (1.47%)++        (1.38%)++
Portfolio turnover rate**................................................          40%                40%              40%
</TABLE>
 
*  Commencement of class operations.
**  Portfolio turnover rate is calculated for the six months period ended March
    31, 1995.
+  Total return is calculated on net asset value per share for the period
   indicated and is not annualized. Initial sales charge and contingent deferred
   sales charge is not reflected.
++  Annualized. Due to the recent commencement of their offering, the ratios for
    Class A, Class B and Class C 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 (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 C SHARES
<S>                                                 <C>               <C>               <C>
                                                          JANUARY 3, 1995 THROUGH MARCH 31, 1995
                                                                       (UNAUDITED)
  Expenses.......................................        2.75%             2.77%             3.50%
  Net investment loss............................       (2.05%)           (2.07%)           (2.73%)
</TABLE>
 
                                       10
 
<PAGE>
EVERGREEN AGGRESSIVE GROWTH FUND -- CLASS A SHARES*
<TABLE>
<CAPTION>
                             SIX MONTHS                                                          TEN MONTHS
                             ENDED APRIL                                                            ENDED        YEAR ENDED
                              30, 1995                   YEAR ENDED OCTOBER 31,                  OCTOBER 31,    DECEMBER 31,
                             (UNAUDITED)   1994     1993     1992     1991      1990     1989      1988**      1987     1986
<S>                          <C>          <C>      <C>      <C>      <C>      <C>       <C>      <C>          <C>      <C>
PER SHARE DATA
Net asset value, beginning
  of period.................    $13.85     $14.44   $11.76   $12.22    $7.37    $11.06    $7.62      $7.07      $8.77    $7.75
Income (loss) from
  investment operations:
Net investment loss.........      (.07)      (.13)    (.12)    (.10)    (.08)     (.04)    (.11)      (.21)      (.11)    (.08)
Net realized and unrealized
  gain (loss)...............       .46       (.22)    3.06     1.84     5.59     (2.02)    3.55        .76      (1.34)    1.10
    Total from investment
      operations............       .39       (.35)    2.94     1.74     5.51     (2.06)    3.44        .55      (1.45)    1.02
Less distributions to
  shareholders from:
Net realized gains..........        --       (.24)    (.26)   (2.20)    (.66)    (1.63)      --         --       (.25)      --
Net asset value, end of
  period....................    $14.24     $13.85   $14.44   $11.76   $12.22     $7.37   $11.06      $7.62      $7.07    $8.77
TOTAL RETURN+...............      2.8%      (2.4%)   25.3%    17.4%    79.8%    (20.5%)   45.1%       9.3%     (16.5%)   13.2%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)...........   $62,993    $64,635  $58,053  $29,302  $23,509   $14,325  $21,241    $19,900    $25,700  $37,100
Ratios to average net assets
  of:
  Expenses..................     1.41%++    1.25%    1.31%    1.44%    1.59%     1.86%    1.78%      2.02%++    1.57%    1.65%
  Net investment loss.......    (1.01%)++   (.92%)   (.92%)   (.93%)   (.71%)    (.49%)  (1.19%)    (1.36%)++  (1.05%)   (.90%)
Portfolio turnover rate.....       14%        59%      48%      46%     108%      100%     120%        45%        65%      49%
<CAPTION>
 
                               1985
<S>                          <C>
PER SHARE DATA
Net asset value, beginning
  of period.................    $5.43
Income (loss) from
  investment operations:
Net investment loss.........     (.09)
Net realized and unrealized
  gain (loss)...............     2.59
    Total from investment
      operations............     2.50
Less distributions to
  shareholders from:
Net realized gains..........     (.18)
Net asset value, end of
  period....................    $7.75
TOTAL RETURN+...............    46.0%
RATIOS & SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)...........  $16,100
Ratios to average net assets
  of:
  Expenses..................    2.34%
  Net investment loss.......   (1.29%)
Portfolio turnover rate.....     101%
</TABLE>
 
*  The information set forth in the table above reflects the operating history
   of ABT Emerging Growth Fund, predecessor to Evergreen Agressive Growth Fund,
   for the periods indicated.
**  The Fund changed its fiscal year from December 31 to October 31.
+  Total return is calculated on net asset value for the period indicated and is
   not annualized. Initial sales charge is not reflected.
++  Annualized.
                                       11
 
<PAGE>
12

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

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

INVESTMENT OBJECTIVES AND POLICIES

Evergreen Fund

         The Evergreen Fund seeks to achieve its investment objective of capital
appreciation  principally  through  investments  in common stock and  securities
convertible  into or  exchangeable  for  common  stock of  companies  which  are
little-known,  relatively small or represent  special  situations  which, in the
opinion  of  the  Fund's  investment   adviser,   offer  potential  for  capital
appreciation.  The Fund's investment  objective is fundamental policy, which may
not be changed without shareholder approval. A "little-known"  company means one
whose business is limited to a regional  market or whose  securities are closely
held with only a small proportion traded publicly.  A "relatively small" company
means one which has a small share of the market for its  products or services in
comparison  with  other  companies  in its  field,  or which  provides  goods or
services for a limited market. A "special situation" company is one which offers
potential for capital  appreciation because of a recent or anticipated change in
structure,  management,  products or  services.  In  addition to the  securities
described  above,  the  Evergreen  Fund may invest in  securities  of relatively
well-known  and  large  companies  with  potential  for  capital   appreciation.
Investments  may  also be made  to a  limited  degree  in  non-convertible  debt
securities  and  preferred   stocks  which  offer  an  opportunity  for  capital
appreciation.  Short-term  investments may also be made if the Fund's investment
adviser  believes  that such action will  benefit the Fund.  See  "Special  Risk
Considerations".

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

Evergreen U.S. Real Estate Equity Fund

         The Fund's  investment  objective is long-term  capital growth which it
seeks to achieve through  investment  primarily in equity securities of domestic
companies which are principally engaged in the real estate industry or which own
significant  real estate assets;  the Fund will not purchase direct interests in
real estate.  Current income will be a secondary  objective.  Equity  securities
will include  common stock,  preferred  stock and  securities  convertible  into
common stock. The Fund's investment  objective is fundamental policy,  which may
not be changed without shareholder approval.

         Under normal conditions,  the Fund will invest not less than 65% of its
total assets in equity  securities  of United  States  exchange or NASDAQ listed
companies  principally engaged in the real estate industry.  A company is deemed
to be  "principally  engaged" in the real estate industry if at least 50% of its
assets  (marked to market),  gross  income or net profits  are  attributable  to
ownership,  construction,  management  or sale  of  residential,  commercial  or
industrial real estate. Real estate industry companies may include among others:
equity real estate investment trusts, which pool investors' funds for investment
primarily in commercial real estate properties;  mortgage real estate investment
trusts,  which invest pooled funds in real estate related loans; brokers or real
estate developers;  and companies with substantial real estate holdings, such as
paper and lumber producers and hotel and entertainment  companies. The Fund will
only invest in real estate  equity  trusts and  limited  partnerships  which are
traded on major exchanges. See "Special Risk Considerations".

         The  remainder  of  the  Fund's  investments  may  be  made  in  equity
securities of issuers whose products and services are related to the real estate
industry,  such as  manufacturers  and  distributors  of building  supplies  and
financial  institutions  which issue or service  mortgages.  The Fund may invest
more than 25% of its total  assets in any one sector of the real  estate or real
estate related industries.  In addition, the Fund may, from time to time, invest
in the securities of companies  unrelated to the real estate industry whose real
estate  assets  are  substantial   relative  to  the  price  of  the  companies'
securities.

         Investments may also be made in securities of issuers  unrelated to the
real estate industry believed by the Fund's investment adviser to be undervalued
and to have capital appreciation potential.  Also, consistent with the secondary
objective of current income, investments may also be made in nonconvertible debt
securities of such companies.  The debt securities  purchased  (except for those
described below) will be of investment  grade or better quality (e.g.,  rated no
lower than A by Standard & Poor's  Ratings  Group  ("S&P") or Moody's  Investors
Service, Inc. ("Moody's") or any other nationally recognized  statistical rating
organization  ("SRO"),  or if not so rated,  believed  by the Fund's  investment
adviser to be of comparable quality).  However, up to 10% of total assets may be
invested in unrated debt  securities  of issuers  secured by real estate  assets
where the Fund's investment  adviser believes that the securities are trading at
a discount and the underlying collateral will ensure repayment of principal.  In
such situations, it is conceivable that the Fund could, in the event of default,
end up holding the underlying real estate directly.

         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.

Evergreen Limited Market Fund

         The investment objective of Evergreen Limited Market Fund is to achieve
capital  appreciation;  income is not a factor  in the  selection  of  portfolio
securities.  The  Fund  seeks  to  achieve  its  objective  principally  through
investments in common stock of companies for which there is a relatively limited
trading market.  A relatively  limited trading market is one in which only small
amounts of stock are available at any given time generally through five or fewer
market  makers.   The  securities  of  such  companies  are  often  traded  only
over-the-counter  or on a  regional  securities  exchange,  rarely on a national
securities  exchange,  and may not trade  every day or in the volume  typical of
trading on a national securities  exchange.  See "Special Risk  Considerations".
The Fund's investment objective is a fundamental policy.

         Investments by the Fund are made with a view toward taking advantage of
market  inefficiencies.  Market inefficiency can result from a company being too
small to be covered by most industry  analysts,  thereby  resulting in a limited
dissemination of information  about the company or its industry.  Such companies
generally are small (but no smaller than  $1,000,000 of market  capitalization),
little-known or unpopular  companies (those which are not widely recommended for
purchase by industry analysts due to the company's size or some situation unique
to the company or its industry).  Companies in which  investments will generally
be made are those with a total market  capitalization  of  $150,000,000 or less.
There are no  restrictions  as to types of businesses or industries in which the
Fund may invest.  The Fund's  investment  adviser  believes that its  investment
research  programs will uncover a variety of relatively  unexploited  investment
opportunities.  The  methods  used  for  the  detection  and  selection  of such
opportunities  depends heavily upon the extensive library facilities of Lieber &
Company, the Fund's sub adviser, which contain information regarding over thirty
four thousand  individual  corporations as well as extensive  industry and trade
literature.

         While  the  focus of  Evergreen  Limited  Market  Fund is on  long-term
capital  appreciation,  investments may on occasion be made with the expectation
of short-term capital appreciation.  Securities held for a short time period may
be sold if the investment  objective for such securities has been achieved or if
other circumstances warrant.

         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.

Evergreen Aggressive Growth Fund

         The  Evergreen  Aggressive  Growth  Fund's  investment  objective is to
achieve long-term capital  appreciation by investing  primarily in common stocks
of emerging growth companies and larger, more well established companies, all of
which are viewed by its investment adviser as having above-average  appreciation
potential.  The Fund's investment objective is fundamental policy, which may not
be changed without shareholder approval.  Under normal  circumstances,  the Fund
intends to invest at least 65% of its net assets in common  stocks or securities
convertible  into common  stocks.  The Fund's  investment  adviser  considers an
emerging growth company to be one which is still in the developmental stage, yet
has  demonstrated,  or is expected to achieve,  growth of earnings  over various
major  business  cycles.  Important  qualities  of any emerging  growth  company
include sound  management and a good product with growing market  opportunities.
To the extent that its assets are not  invested in common  stocks or  securities
convertible into common stocks, the Fund also may invest its assets in, or enter
into  repurchase  agreements  with  banks or  broker-dealers  with  respect  to,
investment grade corporate bonds, U.S. government  securities,  commercial paper
and certificates of deposit of domestic banks.

         Consistent with its investment  objective,  the Fund also may invest in
equity  securities  of  seasoned,  established  companies  which its  investment
adviser believes have  above-average  appreciation  potential similar to that of
companies  in  the  developmental  stage.  This  may be  due,  for  example,  to
management change, new technology, new product or service developments,  changes
in demand, or other factors.  Investments in stocks of emerging growth companies
may involve  special risks.  Securities of  lesser-known,  relatively  small and
special situation companies tend to be speculative and volatile.  Therefore, the
current  net  asset  value  of  the  Fund's   shares  may  vary   significantly.
Accordingly,  the Fund should not be  considered  suitable for investors who are
unable or unwilling to assume the risks of loss inherent in such a program,  nor
should  investment in the Fund be  considered a balanced or complete  investment
program.

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

INVESTMENT PRACTICES AND RESTRICTIONS

Defensive  Investments.  The Funds may invest without limitation in high quality
money market  instruments,  such as notes,  certificates  of deposit or bankers'
acceptances,  U.S. Government securities,  non-convertible investment grade debt
securities or preferred  stocks or hold its assets in cash if, in the opinion of
the Funds investment  advisers,  market conditions warrant a temporary defensive
investment strategy.

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

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

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

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

Illiquid  Securities.  The  Funds may  invest  up to 15% of their net  assets in
illiquid  securities  and other  securities  which are not  readily  marketable,
including non-negotiable time deposits, certain restricted securities not deemed
by the Trustees to be liquid and repurchase  agreements with  maturities  longer
than seven days,  except that  Evergreen  U.S.  Real Estate Equity Fund may only
invest up to 10% of its assets in repurchase  agreements with maturities  longer
than seven days.  Securities eligible for resale pursuant to Rule 144A under the
Securities  Act of 1933,  which have been  determined to be liquid,  will not be
considered  by the Funds  investment  advisers  to be  illiquid  or not  readily
marketable and, therefore,  are not subject to the aforementioned 15% 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 Funds investment  adviser on an ongoing basis,  subject to the oversight of
the Trustees or Directors.  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

<PAGE>


ensure that the retention of such security does not result in a Fund having more
than  15%  of  its  assets  invested  in  illiquid  or  not  readily  marketable
securities.

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

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

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

Futures and Related Options.  The Evergreen U.S. Real Estate Equity Fund may, to
a limited extent,  enter into financial  futures  contracts,  including  futures
contracts  based on  securities  indices,  and purchase and sell options on such
futures contracts.  The sale of a futures contract obligates the Fund to deliver
the amount of securities, currency, or in the case of an index futures contract,
cash,  called for in the futures  contract on a specific  future date and price.
Conversely,  the purchase of a futures  contract  obligates  the Fund to receive
(purchase)  the  amount  of  securities,  currency,  or in the  case of an index
futures contract,  cash, called for in the futures contract on a specific future
date and at a  specific  price.  While the terms of futures  contracts  call for
actual  delivery or receipt of the  underlying  property,  the  majority of such
contracts  are  "closed  out"  prior  to  settlement  date by  entering  into an
offsetting purchase or sale transaction.  Upon entering into a futures contract,
the Fund must make an initial margin deposit representing a portion of the funds
that would be  required  to settle the  contract.  Thereafter,  on each day that
futures  contracts to which the Fund is a party trade,  the Fund may be required
to post additional "variation" margin as a result of changes in the value of the
futures  contract.  The Fund does not segregate assets in an amount equal to its
total exposure under futures contracts.

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

         An option on a futures  contract  entitles  its  holder to enter into a
futures  contract on specific  terms which remain fixed until the  expiration of
the option,  regardless  of the  movement of futures  prices in general.  If the
movement of currency  futures prices during the term of the option are such that
it does not become  advantageous  for the Fund to  exercise  the option or enter
into an  offsetting  options  transaction,  the option  will  expire and have no
further value. The exposure of the Fund in connection with purchase of an option
on a futures  contract is limited to the premium paid for the option.  The Funds
will only use futures instruments for hedging,  not speculative,  purposes.  The
Fund may not enter into  futures  contracts or related  options if,  immediately
thereafter,  more than 30% of the Fund's total assets would be hedged thereby or
the amounts  committed to margin and premiums paid for  unexpired  options would
exceed 5% of the Fund's total assets. Special Risk Considerations

Investment  in Small  Companies.  Investments  in  securities  of  little-known,
relatively small and special situation  companies may tend to be speculative and
volatile.  A lack of management depth in such companies could increase the risks
associated  with the loss of key  personnel.  Also,  the material and  financial
resources of such companies may be limited,  with the consequence  that funds or
external financing  necessary for growth may be unavailable.  Such companies may
also be involved in the development or marketing of new products or services for
which there are no established  markets. If projected markets do not materialize
or only regional markets develop, such companies may be adversely affected or be
subject to the  consequences  of local events.  Moreover,  such companies may be
insignificant  factors in their  industries  and may  become  subject to intense
competition  from larger  companies.  Securities of companies in which the Funds
may invest will frequently be traded only in the  over-the-counter  market or on
regional stock exchanges and will often be closely held. Securities of this type
may have  limited  liquidity  and be subject to wide  price  fluctuations.  As a
result of the risk factors  described  above, the net asset value of each Fund's
shares can be expected to vary significantly.  Accordingly, each Fund should not
be  considered  suitable for investors who are unable or unwilling to assume the
associated risks, nor should investment in the Funds be considered a balanced or
complete investment program.

Investments  Related to Real  Estate.  Evergreen  U.S.  Real Estate  Equity Fund
invests  primarily in issuers whose  activities are real estate  related.  Risks
associated  with  investment  in  securities  of  companies  in the real  estate
industry include: declines in the value of real estate, risks related to general
and local economic conditions, overbuilding and increased competition, increases
in property taxes and operating  expenses,  changes in zoning laws,  casualty or
condemnation  losses,  variations  in rental  income,  changes  in  neighborhood
values,  the appeal of properties to tenants and increase in interest  rates. In
the event of a default  on such  securities,  the  holder  thereof  could end up
holding real estate  directly and  therefore  be more  directly  subject to such
risks.  In  addition,  equity real estate  investment  trusts may be affected by
changes  in the value of the  underlying  property  owned by the  trusts,  while
mortgage real estate  investment trusts may be affected by the quality of credit
extended.  Equity and mortgage real estate  investment trusts are dependent upon
management  skills,  may not be  diversified  and are  subject  to the  risks of
financing projects.  Such trusts are also subject to heavy cash flow dependency,
defaults  by  borrowers,  self  liquidation  and the  possibility  of failing to
qualify for tax-free  pass-through of income under the Internal  Revenue Code of
1986,  as amended (the  "Code") and to maintain  exemption  from the  Investment
Company Act of 1940, as amended (the "1940 Act"). In the event an issuer of debt
securities  collateralized  by real estate  defaulted,  it is conceivable that a
Fund could end up holding the underlying real estate.

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

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                             MANAGEMENT OF THE FUNDS
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INVESTMENT ADVISERS

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

         First Union is  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.

         As investment  adviser to Evergreen  Fund,  Evergreen  U.S. Real Estate
Equity Fund and  Evergreen  Limited  Market Fund,  Evergreen  Asset manages each
Fund's investments, provides various administrative services and supervises each
Fund's  daily  business  affairs,  subject  to the  authority  of the  Trustees.
Evergreen  Asset is  entitled  to  receive  a fee from each of  Evergreen  Fund,
Evergreen  U.S. Real Estate Equity Fund and Evergreen  Limited Market Fund equal
to 1% of average  daily net assets on an annual  basis on the first $750 million
in assets,  .9 of 1% of average  daily net assets on an annual basis on the next
$250  million in assets,  and .8 of 1% of average  daily net assets on an annual
basis on assets over $1 billion.  The fee paid by Evergreen Fund, Evergreen U.S.
Real Estate  Equity Fund and  Evergreen  Limited  Market Fund is higher than the
rate paid by most other investment  companies.  The total  annualized  operating
expenses of Evergreen Fund, Evergreen U.S. Real Estate Equity Fund and Evergreen
Limited  Market Fund for the fiscal  period ended  September  30, 1994,  are set
forth in the section entitled "Financial Highlights".  Until Evergreen U.S. Real
Estate  Equity Fund  reaches  net assets of $15  million,  Evergreen  Asset will
reimburse  the  Fund to the  extent  the  Fund's  aggregate  operating  expenses
(including  Evergreen  Asset's fee, but  excluding  interest,  taxes,  brokerage
commissions,  Rule 12b-1  distribution  fees and shareholder  servicing fees and
extraordinary  expenses) exceed 1.50% of average net assets for any fiscal year.
From  time to time,  Evergreen  Asset  may  further  reduce  or waive its fee or
reimburse  the Fund for  certain of its  expenses  in order to reduce the Fund's
expense  ratio.  As a result the Fund's total return would be higher than if the
fees and any expenses had been paid by the Fund.

         CMG manages  investments  and supervises the daily business  affairs of
Evergreen Aggressive Growth Fund and, as compensation  therefor,  is entitled to
receive  an annual  fee equal to .60 of 1% of  average  daily net  assets of the
Fund. The total  annualized  operating  expenses of the predecessor of Evergreen
Aggressive  Growth Fund for its most recent  fiscal year ended October 30, 1994,
are set forth in the section entitled  "Financial  Highlights".  Evergreen Asset
serves as administrator to Evergreen  Aggressive  Growth Fund and is entitled to
receive a fee based on the  average  daily net  assets of these  Funds at a rate
based on the total assets of the mutual funds  administered  by Evergreen  Asset
for which CMG or Evergreen Asset also serve as investment adviser, calculated in
accordance with the following schedule:  .050% of the first $7 billion; .035% on
the  next $3  billion;  .030%  on the  next $5  billion;  .020%  on the next $10
billion;  .015% on the next $5  billion;  and  .010% on  assets in excess of $30
billion.  Furman Selz  Incorporated,  the parent of Evergreen Funds Distributor,
Inc.,   distributor  for  the  Evergreen  group  of  mutual  funds,   serves  as
sub-administrator to Evergreen Aggressive Growth Fund and is entitled to receive
a fee from the Fund  calculated on the average daily net assets of the Fund at a
rate based on the total  assets of the mutual  funds  administered  by Evergreen
Asset  for  which CMG or  Evergreen  Asset  also  serve as  investment  adviser,
calculated in accordance  with the  following  schedule:  .0100% of the first $7
billion;  .0075% on the next $3  billion;  .0050% on the next $15  billion;  and
 .0040% on assets in excess of $25 billion.  The total assets of the mutual funds
administered  by  Evergreen  Asset  for which CMG or  Evergreen  Asset  serve as
investment adviser as of March 31, 1995 were approximately $8 billion.

         The portfolio  manager for Evergreen Fund is Stephen A. Lieber,  who is
Chairman and Co-Chief  Executive Officer of Evergreen Asset. Mr. Lieber has been
associated  with Evergreen  Asset and its  predecessor  since prior to 1989. The
portfolio  manager for  Evergreen  Aggressive  Growth Fund is Harold J. Ireland,
Jr., a Vice President of CMG who has been associated with CMG since July,  1995.
Prior  to  that,  Mr.  Ireland  was a  Vice  President  of  Palm  Beach  Capital
Management, Inc. and served as Portfolio manager of the Fund's predecessor,  ABT
Emerging Growth Fund,  since prior to 1989. The portfolio  manager for Evergreen
U.S. Real Estate Equity Fund is Samuel A. Lieber. Mr. Samuel Lieber has been the
Fund's  principal  manager  since  inception  and has been  associated  with the
Evergreen Asset since prior to 1989. The portfolio manager for Evergreen Limited
Market  Fund is  Derrick E.  Wenger.  Mr.  Wenger has been the Fund's  principal
manager since November 1993 and has been  associated  with Evergreen Asset since
1989.

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

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

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

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

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

HOW TO REDEEM SHARES

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

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

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

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

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

EXCHANGE PRIVILEGE

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

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

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

SHAREHOLDER SERVICES

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

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

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

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

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

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

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

EFFECT OF BANKING LAWS

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

         Changes  to  applicable  laws and  regulations  or future  judicial  or
administrative  decisions could result in CMG or Evergreen Asset being prevented
from continuing to perform the services  required under the investment  advisory
contract or from acting as agent in connection  with the purchase of shares of a
Fund by its customers.  If CMG or Evergreen Asset were prevented from continuing
to provide the services called for under the investment advisory  agreement,  it
is expected that the Trustees or Directors  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.

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

         Evergreen   U.S.  Real  Estate  Equity  Fund  invests  in  real  estate
investment trusts which report the tax characteristics of their distributions to
the Fund annually on a calendar year basis.  The timing of such reporting to the
Fund  may  affect  the  tax  characteristics  of  distributions  by the  Fund to
shareholders.

         Each Fund is  required by Federal  law to  withhold  31% of  reportable
payments  (which  may  include   dividends,   capital  gain   distributions  and
redemptions)  paid to  certain  shareholders.  In  order to  avoid  this  backup
withholding requirement,  you must certify on the Share Purchase Application, or
on a separate form supplied by State Street, that 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.

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

         A discussion of the performance of Evergreen Fund,  Evergreen U.S. Real
Estate  Equity  Fund and  Evergreen  Limited  Market  Fund for their most recent
fiscal year is set forth below. A similar discussion relating to the predecessor
of Evergreen  Aggressive  Growth Fund, ABT Emerging Growth Fund, is contained in
the annual report of such fund for its fiscal year ended October 30, 1994.

The Evergreen  Fund.  The Evergreen  Fund's total return for the ten years ended
September 30, 1994 was +213.8%, which calculates to an average annual compounded
return of +12.1%.  This compares favorably with the returns for the Russell 2000
Index (+194.9%) and the NASDAQ-OTC Composite  (unreinvested) Index (+205.8%) for
the same time period.  For the fiscal year ended 1994, the Fund produced a total
return of +6.2% versus returns of +2.7% for the Russell 2000 Index and +0.2% for
the  NASDAQ-OTC  Composite  (unreinvested)  Index.  During the fiscal year ended
September  30,  1994,  the Fund  adhered  to its  historical  strict  guidelines
regarding  market  valuation and growth rates,  resulting in a portfolio of what
Evergreen  Asset  considers  under-recognized  and  undervalued  securities with
excellent growth prospects.

         Performance  relative to comparative indices was positively impacted by
the sizable  commitments in sectors with above-average  performance.  Especially
significant  was the  strengthening  health  care  industry  and  the  improving
financial strength of the bank and thrift  industries.  The health care products
and  services  group  showed an average  increase  of 23.5%  during the 12 month
period. The bank industry showed an average gain of 5.8% during the same period.
The most negative  sizable  sector in the portfolio was the  performance  of the
finance and insurance group,  which had an average decline of 3.0%. This decline
particularly  reflected  pressure on  re-insurance  companies and municipal bond
insurance  companies,  both of which were fairly sizable within this group.  The
Fund's portfolio was well diversified,  with more than 197 holdings.  During the
year, the Fund shifted holdings toward a smaller market  capitalization  profile
in order  to  benefit  from the  opportunities  of  entrepreneurial  businesses.
Therefore,  many smaller  company  positions  were  inaugurated in areas such as
information systems, technology, retail, and financial institutions. As a result
of these moves,  the Fund's  portfolio  shifted  from 37.5% of the  portfolio in
market  capitalizations  over $2 billion,  to 23.5% over $2 billion.  The medium
market  capitalization of the holdings of the Fund at the end of the fiscal year
was $341 million.














[CHART]












Evergreen  Limited  Market Fund. The Fund's total return for the ten years ended
September  30, 1994,  was 337.64%,  which  equals an average  annual  compounded
return of 15.89%.  This return compared  favorably with the 11.83% return of the
NASDAQ OTC  Composite and 11.42% of the Russell 2000 indices over this same time
period. The total return of the Fund for the year ended May 31, 1994 (the former
fiscal year end of the Fund) was 7.64%,  compared to the 4.95% and 8.72% returns
of the NASDAQ Composite and Russell 2000 indices, respectively. The total return
of the Fund for the four  month  period  ended  September  30,  1994 was  2.55%,
compared to the 3.96% and 3.34% returns of the NASDAQ Composite and Russell 2000
indices, respectively.

         During  the past  four  months,  the Fund  continued  its  practice  of
investing in relatively unknown companies with market capitalizations under $150
million  which are believed by  management  to be  undervalued.  Companies  with
strong  projected  earnings  growth  and  below  market   price/earnings  ratios
continued to be emphasized.  Emphasis was also placed on investment in companies
Evergreen Asset believes are likely acquisition  targets.  The Fund remains well
diversified with approximately 150 companies represented. Positive contributions
to the Fund's  performance came from portfolio  holdings  involved in merger and
acquisition  activity and from individual stock  selection.  Negative factors in
the Fund's  performance  included an underweighting in the technology sector and
an overweighting in the consumer discretionary sector. Rising interest rates and
a shift out of the small-cap sector have also both negatively effected the Fund.




















[CHART]



Evergreen  U.S.  Real  Estate  Equity  Fund.  For the nine month  period  ending
September 30, 1994, the Fund's total return  declined by -6%, while the Wilshire
Real Estate Index  increased  by 1.9% and the  Standard and Poor's  Homebuilding
Index fell by 43.9%.  This was the result of a  combination  of rising  interest
rates, investor concern over economically sensitive real estate and homebuilding
stocks and the gradual  deflation of the liquidity bubble which led to many real
estate investment trusts being overvalued relative to historic norms.
















[CHART]






GENERAL INFORMATION

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

Organization.  The Evergreen Fund and Evergreen  Aggressive Growth Fund are each
separate  investment  series of the Evergreen  Trust, a  Massachusetts  business
trust reorganized in 1988 from a Maryland predecessor corporation. The Evergreen
U.S.  Real Estate  Equity  Fund is a separate  series of  Evergreen  Real Estate
Equity  Trust,  a  Massachusetts  business  trust  organized in 1988.  Evergreen
Limited Market Fund, Inc. is a Maryland corporation organized in 1983. 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 Directors or 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 Funds 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  of  Directors,  that affect each series and class in
substantially the same manner. Class A, B, C and Y shares have identical voting,
dividend,  liquidation  and other rights,  except that each class bears,  to the
extent applicable,  its own distribution 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 or  Directors  and, in
liquidation of a Fund, are entitled to receive the net assets of the Fund.

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

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

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

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

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

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

Additional  Information.   This  Prospectus  and  the  Statement  of  Additional
Information, which has been incorporated by reference herein, do not contain all
the information set forth in the Registration  Statements filed by the Trusts or
Evergreen  Limited Market Fund,  Inc. 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 FUND, EVERGREEN U.S. REAL ESTATE EQUITY FUND, EVERGREEN LIMITED
  MARKET FUND
  Capital Management Group of First Union National Bank, 201 South College
  Street, Charlotte, North Carolina 28288
      EVERGREEN AGGRESSIVE GROWTH 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 FUND, EVERGREEN U.S. REAL ESTATE EQUITY FUND, EVERGREEN
  AGGRESSIVE GROWTH FUND
  Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072
      EVERGREEN LIMITED MARKET FUND
  DISTRIBUTOR
  Evergreen Funds Distributor, Inc., 237 Park Avenue, New York, New York 10017
                                                                          536122
 




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