EX-2 4 midpros.htm EVERGREEN MID CAP VALUE FUND PROSPECTUS

Prospectus, March 10, 2003

Evergreen
Domestic Equity Funds II


Evergreen Mid Cap Value Fund
Class A
Class B
Class C
Class I
The Securities and Exchange Commission has not determined that the information in this prospectus is accurate or complete, nor has it approved or disapproved these securities. Anyone who tells you otherwise is committing a crime.

TABLE OF CONTENTS

FUND RISK/RETURN SUMMARY:

Overview of Fund Risks
Evergreen Mid Cap Value Fund

GENERAL INFORMATION:

The Fund's Investment Advisor
The Fund's Sub-Advisor
The Fund's Portfolio Managers
Calculating the Share Price
How to Choose an Evergreen Fund
How to Choose the Share Class That Best Suits You
How to Buy Shares
How to Redeem Shares
Other Services
The Tax Consequences of Investing in the Fund
Fees and Expenses of the Fund
Other Fund Practices


In general,

the Fund seeks to provide investors with long-term growth of capital. The Evergreen Domestic Equity Funds II tend to have less risk, volatility and growth potential than more aggressive stock funds.

Fund Summary Key

The Fund's summary is organized around the following basic topics and questions:

INVESTMENT GOAL

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

INVESTMENT STRATEGY

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

RISK FACTORS

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

PERFORMANCE

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

EXPENSES

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


Overview of Fund Risks

Mid Cap Value Fund

typically relies on a combination of the following strategies:

  • investing primarily in common stocks of companies with market capitalizations between $1.2 billion and $12.5 billion at the time of purchase;
  • investing in companies whose stock price is lower than what the Fund’s portfolio manager believes the true “fundamental” price should be; and
  • selling a portfolio investment: i) when the issuer's investment fundamentals begin to deteriorate; ii) when the investment reaches or exceeds a portfolio manager's targeted value; iii) to take advantage of more attractive investment opportunities; iv) when the investment no longer appears to meet the Fund's investment objective; v) when the Fund must meet redemptions; or vi) for other investment reasons which a portfolio manager deems necessary.

may be appropriate for investors who:

  • want an investment with moderate volatility relative to more aggressive stock funds; and
  • want a combination of growth potential and regular dividend income potential.
Following this overview, you will find information on the Fund's specific investment strategies and risks.

The Fund may temporarily invest up to 100% of its assets in high quality money market instruments in order to protect the value of the Fund in response to adverse economic, political or market conditions. This strategy is inconsistent with the Fund's principal investment strategies and investment goals and, if employed, could result in a lower return and potential loss of market opportunity.

Risk Factors For All Mutual Funds

Please remember that an investment in a mutual fund is:

  • not guaranteed to achieve its investment goal
  • not a deposit with a bank
  • not insured, endorsed or guaranteed by the FDIC or any government agency
  • subject to investment risks, including possible loss of your original investment
Like most investments, your investment in the Fund could fluctuate significantly in value over time and could result in a loss of money.

The following are some of the most important factors that may affect the value of your investment. Other factors may be described in the discussion following this overview:

Stock Market Risk

Your investment in the Fund will be affected by general economic conditions such as prevailing economic growth, inflation and interest rates. When economic growth slows, or interest or inflation rates increase, equity securities tend to decline in value. Such events could also cause companies to decrease the dividends they pay. If these events were to occur, the dividend yield, total return earned on and the value of your investment would likely decline. Even if general economic conditions do not change, the dividend yield, total return earned on and the value of your investment could decline if the particular industries, companies or sectors in which the Fund invests do not perform well.

Market Capitalization Risk

Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that due to current market conditions that category may be out of favor with investors. If valuations of large capitalization companies appear to be greatly out of proportion to the valuations of small or medium capitalization companies, investors may migrate to the stocks of small- and mid-sized companies causing a Fund that invests in these companies to increase in value more rapidly than a Fund that invests in larger, fully-valued companies. Investing in medium and small capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, and a more limited trading market for their stocks as compared with larger companies. As a result, stocks of small and medium capitalization companies may decline significantly in market downturns.

Investment Style Risk

Securities with different characteristics tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different style. A Fund may also employ a combination of styles that impact its risk characteristics. Examples of different styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's earnings growth potential. Growth-oriented funds will typically underperform when value investing is in favor. Value stocks are those which are undervalued in comparison to their peers due to adverse business developments or other factors. Value-oriented funds will typically underperform when growth investing is in favor.


Mid Cap Value Fund

FUND FACTS:

Goal:

  • Long-term Growth of Capital
  • Principal Investment:

  • Mid Cap Common Stocks
  • Classes of Shares Offered in this Prospectus:

  • Class A
  • Class B
  • Class C
  • Class I
  • Investment Advisor:

  • Evergreen
    Investment
    Management
    Company, LLC
  • Sub-Advisor:

  • [TBA]
  • Portfolio Managers:

  • [TBA]
  • Dividend Payment Schedule:

  • Monthly
  • INVESTMENT GOAL

    The Fund seeks long-term growth of capital.

    INVESTMENT STRATEGY

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

    The Fund seeks to achieve its objective by investing primarily in common stocks of companies with medium capitalizations that the Fund’s portfolio managers consider to be undervalued at the time of purchase and to have the potential for long-term capital appreciation.

    In selecting stocks for the Fund, the Fund's portfolio managers will consider, among other things, the issuer’s earning power and the value of the issuer’s assets.

    Under normal circumstances, the Fund will invest at least 80% of its assets (plus the amount of any borrowings for investment purposes) in common stocks of companies with total market capitalizations of between $1.2 billion and $12.5 billion at the time of purchase. The Fund will provide shareholders with notice at least 60 days in advance of any change to such policy.

    RISK FACTORS

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

    • Stock Market Risk
    • Market Capitalization Risk
    • Investment Style Risk
    For further information regarding the Fund's investment strategy and risk factors, see "Other Fund Practices."

    PERFORMANCE

    Since the Fund has not commenced operations as of the date of this prospectus, no performance information is available.

    EXPENSES

    This section describes the fees and expenses you would pay if you bought and held shares of the Fund. Annual Fund Operating Expenses are estimated based on the Fund’s fiscal year ending 8/31/2003.

    Shareholder Fees (fees paid directly from your investment)
    Shareholder Transaction Expenses Class A Class B Class C Class I
    Maximum sales charge imposed on purchases (as a % of offering price) 5.75 %1 None 1.00 % None
    Maximum deferred sales charge (as a % of either the redemption amount or initial investment, whichever is lower) None 1 5.00 % 1.00 % None

    1. Investments of $1 million or more are not subject to a front-end sales charge, but will be subject to a contingent deferred sales charge of 1.00% upon redemption within one year after the month of purchase.

    Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
    Management Fees 12b-1 Fees Other Expenses Total Fund Operating Expenses
    Class A % 0.25 % %
    Class B % 1.00 % %
    Class C % 1.00 % %
    Class I % 0.00 % %

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

    Example of Fund Expenses
    Assuming Redemption At End of Period Assuming No Redemption
    After: Class A Class B Class C Class I Class B Class C
    1 year $ $ $ $ $ $
    3 years $ $ $ $ $ $


    THE FUND'S INVESTMENT ADVISOR

    An investment advisor manages a Fund's investments and supervises its daily business affairs. The investment advisor for the Evergreen funds is a subsidiary of Wachovia Corporation (Wachovia), the fourth largest bank holding company in the United States, with over $____ billion in consolidated assets as of 12/31/2002. Wachovia is located at 301 South College Street, Charlotte, North Carolina 28288-0013.

    Evergreen Investment Management Company, LLC (EIMC) is the investment advisor to the Fund. EIMC has been managing mutual funds and private accounts since 1932 and managed over $_____ billion in assets for ___ of the Evergreen funds as of 12/31/2002. EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

    The Fund will pay EIMC an annual contractual advisory fee of ____% based on the Fund's average daily net assets.


    THE FUND'S SUB-ADVISOR

    [ TBA ] is the sub-advisor to the Fund. _____ has been managing accounts since _____ and manages over $____ billion in assets. ______ is located at _______.

    THE FUND'S PORTFOLIO MANAGERS

    [TBA]


    CALCULATING THE SHARE PRICE

    The value of one share of a Fund, also known as the net asset value, or NAV, is calculated at 4 p.m. Eastern time on each day the New York Stock Exchange is open or as of the time the Exchange closes, if earlier. The Fund calculates its share price for each share by adding up its total assets, subtracting all liabilities, then dividing the result by the total number of shares outstanding. The NAV of each class of shares is calculated separately. Each security held by a Fund is valued using the most recent market data for that security. If no market data is available for a given security, the Fund will price that security at fair value according to policies established by the Fund's Board of Trustees. Short-term securities with maturities of 60 days or less will be valued on the basis of amortized cost.

    The price per share you pay for a Fund purchase or the amount you receive for a Fund redemption is based on the next price calculated after the order is received and all required information is provided. The value of your account at any given time is the latest share price multiplied by the number of shares you own. Your account balance may change daily because the share price may change daily.


    HOW TO CHOOSE AN EVERGREEN FUND

    When choosing an Evergreen fund, you should:

    • Most importantly, read the prospectus to see if the Fund is suitable for you.
    • Consider talking to an investment professional. He or she is qualified to give you investment advice based on your investment goals and financial situation and will be able to answer questions you may have after reading the Fund's prospectus. He or she can also assist you through all phases of opening your account.
    • Request any additional information you want about the Fund, such as the Statement of Additional Information (SAI) by calling 1.800.343.2898.

    HOW TO CHOOSE THE SHARE CLASS THAT BEST SUITS YOU

    After choosing a Fund, you select a share class. The Fund offers four different share classes: Class A, Class B, Class C and Class I. Each class except Class I has its own sales charge. For additional information regarding these fees, see "Service Fees and Commissions Paid to Investment Firms" in part two of the SAI. Pay particularly close attention to the fee structure of each class so you know how much you will be paying before you invest.

    Class A

    If you select Class A shares, you may pay a front-end sales charge of up to 5.75%, but you do not pay a deferred sales charge. In addition, Class A shares are subject to an expense known as 12b-1 fees.

    The front-end sales charge is deducted from your investment before it is invested. The actual charge depends on the amount invested, as shown below:

    Your investment As a % of NAV excluding sales charges As a % of your investment Dealer commission as a % of NAV
    Up to $49,999 5.75 % 6.10 % 5.00 %
    $50,000-$99,999 4.50 % 4.71 % 4.25 %
    $100,000-$249,999 3.75 % 3.90 % 3.25 %
    $250,000-$499,999 2.50 % 2.56 % 2.00 %
    $500,000-$999,999 2.00 % 2.04 % 1.75 %
    $1,000,000-$2,999,999 0.00 % 0.00 % 1.00% of the first $2,999,999, plus
    $3,000,000-$4,999,999 0.00 % 0.00 % 0.50% of the next $2,000,000, plus
    $5,000,000 or greater 0.00 % 0.00 % 0.25% of amounts equal to or over $5,000,000

    Although no front-end sales charge applies to purchases of $1 million and over, you will pay a 1.00% deferred sales charge if you redeem any such shares within one year after the month of purchase.

    Class A shares are offered at NAV to corporate or certain other qualified retirement plans, or non-qualified deferred compensation plans of Title I ERISA tax-sheltered annuities or TSA plans sponsored by an organization having 100 or more eligible employees (certain plans may require a greater number of eligible employees). Such purchases are subject to a dealer commission of 1.00% of the amount of purchase (subject to recapture upon early redemption) if redeemed within 12 months after the month of purchase.

    Three ways you can reduce your Class A sales charges:

    1. Rights of Accumulation. You may add the value of all of your existing Evergreen funds investments in all share classes, excluding Evergreen money market funds, to determine the front-end sales charge to be applied to your current Class A purchase.
    2. Letter of Intent. You may reduce the front-end sales charge on a current purchase if you agree to invest at least $50,000 in Class A shares of an Evergreen fund over a 13-month period. You will pay the same sales charge as if you had invested the full amount all at one time. The Fund will hold a certain portion of your investment in escrow until your commitment is met.
    3. Combined Purchases. You may reduce your front-end sales charge if you purchase Class A shares in multiple Evergreen funds, excluding Evergreen money market funds, at the same time. The combined dollar amount invested will determine the front-end sales charge applied to all of your current purchases. For example, if you invested $75,000 in each of two different Evergreen funds, you would pay a sales charge based on a $150,000 purchase (i.e., 3.75% of the offering price, rather than 4.50%).

    Contact your investment professional or a service representative at Evergreen Service Company, LLC at 1.800.343.2898 if you think you may qualify for any of these services. For more information on these services see "Sales Charge Waivers and Reductions" in the SAI.

    The Fund may also sell Class A shares at NAV without a front-end or deferred sales charge to the Directors, Trustees, officers and employees of the Fund and the advisory affiliates of Wachovia, and to members of their immediate families, to registered representatives of firms with dealer agreements with Evergreen Distributor, Inc. (EDI), and to a bank or trust company acting as trustee for a single account.

    Class B

    If you select Class B shares, you do not pay a front-end sales charge, so the entire amount of your purchase is invested in the Fund. However, your shares are subject to 12b-1 fees. In addition, you may pay a deferred sales charge if you redeem your shares within six years after the month of purchase. After eight years, Class B shares automatically convert to Class A shares.

    The amount of the maximum deferred sales charge depends on the length of time the shares are held, as shown below:

    Time Held Maximum Deferred Sales Charge
    Month of Purchase + First 12 Month Period 5.00 %
    Month of Purchase + Second 12 Month Period 4.00 %
    Month of Purchase + Third 12 Month Period 3.00 %
    Month of Purchase + Fourth 12 Month Period 3.00 %
    Month of Purchase + Fifth 12 Month Period 2.00 %
    Month of Purchase + Sixth 12 Month Period 1.00 %
    Thereafter 0.00 %
    After 8 years Converts to Class A
    Dealer Allowance 4.00 %

    The maximum deferred sales charge and dealer allowance may be reduced for certain investors. For further information on how the deferred sales charge is calculated at the time of redemption see "Calculating the Deferred Sales Charge" below.

    Class C

    If you select Class C shares, you may pay a front-end sales charge of 1.00% and your shares are subject to 12b-1 fees. In addition, you may pay a deferred sales charge if you redeem your shares within one year after the month of purchase. Also, these shares do not convert to Class A shares and so the higher 12b-1 fees paid by the Class C shares continue for the life of the account.

    The front-end sales charge is deducted from your investment before it is invested. The amount of the maximum deferred sales charge depends on the length of time the shares are held, as shown below:

    Time Held Maximum Deferred Sales Charge
    Month of Purchase + First 12 Month Period 1.00 %
    Thereafter 0.00 %
    Dealer Allowance 2.00 %

    The maximum deferred sales charge and dealer allowance may be reduced for certain investors. For further information on how the deferred sales charge is calculated at the time of redemption see "Calculating the Deferred Sales Charge" below.

    Waiver of Class B or Class C Deferred Sales Charges

    You will not be assessed a deferred sales charge for Class B or Class C shares if you redeem shares in the following situations:

    • When the shares were purchased through reinvestment of dividends/capital gains
    • Death or disability
    • Lump-sum distribution from a 401(k) plan or other benefit plan qualified under ERISA
    • Systematic withdrawals of up to 1.00% of the account balance per month
    • Loan proceeds and financial hardship distributions from a retirement plan
    • Returns of excess contributions or excess deferral amounts made to a retirement plan participant

    Class I

    The Fund offers Class I shares at NAV without a front-end sales charge, deferred sales charge or 12b-1 fees. Class I shares are only available to investment advisory clients of an investment advisor of an Evergreen fund (or its advisory affiliates), through special arrangements entered into on behalf of the Evergreen funds with certain financial service firms, certain institutional investors, and persons who owned Class Y shares in registered name in an Evergreen fund on or before December 31, 1994.

    Calculating the Deferred Sales Charge

    If imposed, the Fund deducts the deferred sales charge from the redemption proceeds you would otherwise receive. The deferred sales charge is a percentage of the lesser of (i) the NAV of the shares at the time of redemption or (ii) the shareholder's original net cost for such shares. Upon request for redemption, the Fund will first seek to redeem shares not subject to the deferred sales charge and then shares held the longest in an effort to keep the deferred sales charge a shareholder must pay as low as possible. The deferred sales charge on any redemption is, to the extent permitted by the NASD Regulation, Inc., paid to EDI or its predecessor.

    Promotional Incentives on Dealer Commissions

    EDI may, from time to time, provide promotional incentives, including reallowance and/or payment of up to the entire sales charge, to certain investment firms. Such incentives may, at EDI’s discretion, be limited to investment firms who allow their individual selling representatives to participate in such additional commissions. Please consult the SAI for more information regarding promotional incentives.


    HOW TO BUY SHARES

    Evergreen funds make investing easy. Once you decide on an amount and a share class, simply fill out an application and send in your payment, or talk to your investment professional or an Evergreen funds service representative.

    Minimum Initial Purchase of Class A, B and C Shares Minimum Initial Purchase of Class I Shares Minimum Additional Purchases
    Regular Accounts $ 1,000 $ 1,000,000 1 None
    IRAs $ 250 N/A 2 None
    Systematic Investment Plan $ 50 N/A 2$ 25/monthly (for Classes A, B and C) 2

    1. Minimum initial purchase amount does not apply to former Class Y shareholders.

    2. Former Class Y shareholders may invest at the Class A, B and C share amounts.

    Method Opening an Account Adding to an Account
    By Mail or through an Investment Professional
    • Complete and sign the account application. Applications may be downloaded off our website at EvergreenInvestments.com.
    • Make the check payable to Evergreen funds. Cash, credit cards, third party checks, credit card checks or money orders will not be accepted.
    • Mail the application and your check to the address below:

      Postal Service Address:

      Evergreen Funds
      P.O. Box 8400
      Boston, MA 02266-8400

      Overnight Address:

      Evergreen Funds
      66 Brooks Drive, Suite 8400
      Braintree, MA 02184-3800

    • Or deliver them to your investment professional (provided he or she has a broker-dealer arrangement with EDI).
    • Make your check payable to Evergreen funds.
    • Write a note specifying:
      • the Fund name
      • share class
      • your account number
      • the name(s) in which the account is registered
    • Mail to the address to the left or deliver to your investment professional (provided he or she has a broker-dealer arrangement with EDI).
    By Phone
    • Call 1.800.343.2898 to set up an account number and get wiring instructions.
    • Instruct your bank to wire or transfer your purchase (they may charge a wiring fee).
    • Complete the account application and mail to:

      Postal Service Address:

      Evergreen Funds
      P.O. Box 8400
      Boston, MA 02266-8400

      Overnight Address:

      Evergreen Funds
      66 Brooks Drive, Suite 8400
      Braintree, MA 02184-3800

    • Trades accepted after 4 p.m. Eastern time on market trading days will receive the next market trading day’s closing price. 3
    • Call the Evergreen Express Line at 1.800.346.3858 24 hours a day or to speak with an Evergreen funds service representative call 1.800.343.2898 between 8 a.m. and 6 p.m. Eastern time, on any business day.
    • If your bank account is set up on file, you can request either:
      • Federal Funds Wire (offers immediate access to funds) or
      • Electronic transfer through the Automated Clearing House which avoids wiring fees.
    By Exchange
    • You can make an additional investment by exchange from an existing Evergreen funds account by contacting your investment professional or an Evergreen funds service representative, or by calling the Evergreen Express Line at 1.800.346.3858 or visiting our website at EvergreenInvestments.com. 4
    • You can only exchange shares from your account within the same class and under the same registration.
    • There is no sales charge or redemption fee when exchanging funds within the Evergreen funds family. 5
    • Orders placed before 4 p.m. Eastern time on market trading days will be processed at that day's closing share price. Orders placed after 4 p.m. Eastern time will be processed at the next market trading day's closing price. 3
    • Exchanges are limited to three per calendar quarter, but in no event more than five per calendar year.
    • Exchanges between accounts which do not have identical ownership must be made in writing with a signature guarantee (See "Exceptions: Redemption Requests That Require A Signature Guarantee" on the next page).
    Systematic Investment Plan (SIP) 6
    • You can transfer money automatically from your bank account into your Fund on a monthly or quarterly basis.
    • Initial investment minimum is $50 if you invest at least $25 per month with this service.
    • To enroll, check off the box on the account application and provide:
      • your bank account information
      • the amount and date of your monthly or quarterly investment
    • To establish automatic investing for an existing account, call 1.800.343.2898 for an application.
    • The minimum is $25 per month or $75 per quarter.
    • You can also establish an investing program through direct deposit from your paycheck. Call 1.800.343.2898 for details.

    3. The Fund's shares may be made available through financial service firms which are also investment dealers and which have a service agreement with Evergreen Distributors, Inc. ("EDI"). The Fund has approved the acceptance of purchase and repurchase request orders effective as of the time of their receipt by certain authorized financial intermediaries or their designees. The Evergreen funds reserve the right to adjust the closing time to coincide with an earlier closing of the New York Stock Exchange or due to other unusual circumstances.

    4. Once you have authorized either the telephone exchange or redemption service, anyone with a Personal Identification Number (PIN) and the required account information (including your investment professional) can request a telephone transaction in your account. All calls are recorded and may be monitored for verification, recordkeeping and quality-assurance purposes. The Evergreen funds reserve the right to terminate the exchange privilege of any shareholder who exceeds the listed maximum number of exchanges, as well as to reject any large dollar exchange or purchase if placing it would, in the judgment of the portfolio manager, adversely affect the price of the Fund.

    5. This does not apply to exchanges from Class A shares of an Evergreen money market fund, unless the account has been subject to a previous sales charge.

    6. Evergreen Investment Services, Inc. (EIS) will fund a $50 initial investment in Class A shares of the Evergreen funds for employees of Wachovia and its affiliates when the employee enrolls in a new Evergreen SIP and agrees to subsequent monthly investments of $50. EIS will fund a $100 initial investment in Class A shares of the Evergreen funds for employees of Wachovia when the employee enrolls in a new Evergreen SIP through a CAP account and agrees to subsequent monthly investments of $100. To be eligible for either of these offers, the employee must open an account with Wachovia Securities, Inc. to execute the transactions. If the employee redeems his shares within 12 months after the month of purchase, EIS reserves the right to reclaim its $50 or $100 initial investment.


    HOW TO REDEEM SHARES

    We offer you several convenient ways to redeem your shares in any of the Evergreen funds:

    Methods Requirements
    Call Us
    • Call the Evergreen Express Line at 1.800.346.3858 24 hours a day or to speak with an Evergreen funds service representative call 1.800.343.2898 between 8 a.m. and 6 p.m. Eastern time, on any business day.
    • This service must be authorized ahead of time, and is only available for regular accounts. 1
    • All authorized requests made before 4 p.m. Eastern time on market trading days will be processed at that day's closing price. Requests made after 4 p.m. Eastern time will be processed the next market trading day. 2
    • We can either:
      • wire the proceeds into your bank account (service charges may apply)
      • electronically transmit the proceeds into your bank account via the Automated Clearing House service
      • mail you a check.
    • All telephone calls are recorded and may be monitored for your protection. We are not responsible for acting on telephone orders we believe are genuine.
    • See "Exceptions: Redemption Requests That Require a Signature Guarantee" below for requests that must be made in writing with your signature guaranteed.
    Write Us
    • You can mail a redemption request to:

      Postal Service Address:

      Evergreen Funds
      P.O. Box 8400
      Boston, MA 02266-8400

      Overnight Address:

      Evergreen Funds
      66 Brooks Drive, Suite 8400
      Braintree, MA 02184-3800

    • Your letter of instructions must:
      • list the Fund name and the account number
      • indicate the number of shares or dollar value you wish to redeem
      • be signed by the registered owner(s).
    • See "Exceptions: Redemption Requests That Require a Signature Guarantee" below for requests that must be signature guaranteed.
    • To redeem from an IRA or other retirement account, call 1.800.343.2898 for special instructions.
    Redeem Your Shares in Person
    • You may also redeem your shares by contacting your investment professional or an Evergreen funds service representative.
    • A fee may be charged for this service.
    Systematic Withdrawal Plan (SWP)
    • You can transfer money automatically from your Fund account on a monthly or quarterly basis - without redemption fees.
    • The withdrawal can be mailed to you, or deposited directly into your bank account.
    • The minimum is $75 per month.
    • The maximum is 1.00% of your account per month or 3.00% per quarter.
    • To enroll, call 1.800.343.2898 for instructions.

    1. Once you have authorized either the telephone exchange or redemption service, anyone with a Personal Identification Number (PIN) and the required account information (including your investment professional) can request a telephone transaction in your account. All calls are recorded and may be monitored for verification, recordkeeping and quality-assurance purposes. The Evergreen funds reserve the right to terminate the exchange privilege of any shareholder who exceeds the listed maximum number of exchanges, as well as to reject any large dollar exchange or purchase if placing it would, in the judgment of the portfolio manager, adversely affect the price of the Fund.

    2. The Fund's shares may be made available through financial service firms which are also investment dealers and which have a service agreement with Evergreen Distributors, Inc. ("EDI"). The Fund has approved the acceptance of purchase and repurchase request orders effective as of the time of their receipt by certain authorized financial intermediaries or their designees. The Evergreen funds reserve the right to adjust the closing time to coincide with an earlier closing of the New York Stock Exchange or due to other unusual circumstances.

    Timing of Proceeds

    Normally, we will send your redemption proceeds on the next business day after we receive your request; however, we reserve the right to wait up to seven business days to redeem any investments made by check and ten business days for investments made by Automated Clearing House transfer. We also reserve the right to redeem in kind, under certain circumstances, by paying you the proceeds of a redemption in securities rather than in cash, and to redeem the remaining amount in the account if your redemption brings the account balance below the initial minimum amount.

    Exceptions: Redemption Requests That Require A Signature Guarantee

    To protect you and the Evergreen funds against fraud, certain redemption requests must be made in writing with your signature guaranteed. A signature guarantee can be obtained at most banks and securities dealers. A notary public is not authorized to provide a signature guarantee. The following circumstances require signature guarantees:

    • You are redeeming more than $50,000.
    • You want the proceeds transmitted into a bank account not listed on the account.
    • You want the proceeds payable to anyone other than the registered owner(s) of the account.
    • Either your address or the address of your bank account has been changed within 30 days.
    • The account is registered in the name of a fiduciary corporation or any other organization.
      In these cases, additional documentation is required:
      corporate accounts: certified copy of corporate resolution
      fiduciary accounts: copy of the power of attorney or other governing document

    Who Can Provide A Signature Guarantee:

    • Commercial Bank
    • Trust Company
    • Savings Association
    • Credit Union
    • Member of a U.S. stock exchange

    OTHER SERVICES

    Evergreen Express Line
    1.800.346.3858

    Use our automated, 24-hour service to check the value of your investment in a Fund; purchase, redeem or exchange Fund shares; find a Fund’s price, yield or total return; order a statement or duplicate tax form; or hear market commentary from Evergreen funds' portfolio managers.

    Automatic Reinvestment of Distributions

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

    Payroll Deduction (Class A, Class B and Class C only)

    If you want to invest automatically through your paycheck, call us to find out how you can set up direct payroll deductions. The amounts deducted will be invested in your Fund account using the Electronic Funds Transfer System. We will provide the Fund account number. Your payroll department will let you know the date of the pay period when your investment begins. Visit our website at EvergreenInvestments.com for more information.

    Telephone Investment Plan

    You may make additional investments electronically in an existing Fund account at amounts of not less than $100 or more than $10,000 per investment. Telephone requests received by 4 p.m. Eastern time will be invested the day the request is received.

    Dividend Exchange

    You may elect on the application to reinvest capital gains and/or dividends earned in one Evergreen fund into an existing account in another Evergreen fund in the same share class and same registration — automatically. Please indicate on the application the Evergreen fund(s) into which you want to invest the distributions.

    Reinstatement Privileges

    Within 90 days of redemption, you may re-establish your investment at the current NAV by reinvesting some, or all, of your redemption proceeds into the same share class of any Evergreen fund. If a deferred sales charge was deducted from your redemption proceeds, the full amount of the deferred sales charge will be credited to your account at the NAV on the date of reinstatement and your deferred sales charge schedule will resume from the time of the original redemption.


    THE TAX CONSEQUENCES OF INVESTING
    IN THE FUND

    You may be taxed in two ways:

    • On Fund distributions (dividends and capital gains).
    • On any profit you make when you sell any or all of your shares.

    Fund Distributions

    A mutual fund passes along to all of its shareholders the net income or profits it receives from its investments. The shareholders of the fund then pay any taxes due, whether they receive these distributions in cash or elect to have them reinvested. The Fund will distribute two types of taxable income to you:

    • Dividends. To the extent that regular dividends are derived from investment income that is not tax-exempt, or from short-term capital gains, you will have to include them in your federal taxable income. The Fund pays a monthly dividend from the dividends, interest and other income on the securities in which it invests.
    • Capital Gains. When a mutual fund sells a security it owns for a profit, the result is a capital gain. The Fund generally distributes capital gains, if any, at least once a year, near the end of the calendar year. Short-term capital gains reflect securities held by the Fund for a year or less and are considered ordinary income just like dividends. Profits on securities held longer than 12 months are considered long-term capital gains and are taxed at a special tax rate (20% for most taxpayers).

    Dividend and Capital Gain Reinvestment

    Unless you choose otherwise on the account application, all dividend and capital gain payments will be reinvested to buy additional shares. Distribution checks that are returned and distribution checks that are uncashed when the shareholder has failed to respond to mailings from the shareholder servicing agent will automatically be reinvested to buy additional shares. No interest will accrue on amounts represented by uncashed distribution or redemption checks. We will send you a statement each January with the federal tax status of dividends and distributions paid by the Fund during the previous calendar year.

    Profits You Realize When You Redeem Shares

    When you sell shares in a mutual fund, whether by redeeming or exchanging, you have created a taxable event. You must report any gain or loss on your tax return unless the transaction was entered into by a tax-deferred retirement plan. It is your responsibility to keep accurate records of your mutual fund transactions. You will need this information when you file your income tax return, since you must report any capital gain or loss you incur when you sell shares. Remember, an exchange is a purchase and a sale for tax purposes.

    Tax Reporting

    Evergreen Service Company, LLC provides you and the IRS with a tax statement of your dividend and capital gains distributions for each calendar year on Form 1099 DIV. Proceeds from a sale are reported on Form 1099B. You must report these on your tax return. You could pay a penalty if you neglect to report them.

    Evergreen Service Company, LLC will send you a tax information guide each year during tax season, which may include a cost basis statement detailing the gain or loss on taxable transactions you had during the year. Please consult your own tax advisor for further information regarding the federal, state and local tax consequences of an investment in the Fund.

    Retirement Plans

    You may invest in the Fund through various retirement plans, including IRAs, 401(k) plans, Simplified Employee Plans (SEPs), 403(b) plans, 457 plans and others. For special rules concerning these plans, including applications, restrictions, tax advantages, and potential sales charge waivers, contact your investment professional. To determine if a retirement plan may be appropriate for you, consult your tax advisor.


    FEES AND EXPENSES OF THE FUND

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

    Management Fee

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

    12b-1 Fees

    The Trustees of the Evergreen funds have approved a policy to assess annual 12b-1 fees of up to 0.75% of the average daily net assets of Class A shares and up to 1.00% of the average daily net assets of Class B and Class C shares. However, currently the 12b-1 fees for Class A shares are limited to 0.25% of the average daily net assets of the class. These fees increase the cost of your investment. The higher 12b-1 fees imposed on Class B and Class C shares may, over time, cost more than the front-end sales charge of Class A shares. The purpose of the 12b-1 fees is to promote the sale of more shares of the Fund to the public. The Fund may use 12b-1 fees for advertising and marketing and as a "service fee" to broker-dealers, banks and other financial institutions for additional shareholder services and/or the maintenance of accounts.

    Other Expenses

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

    Total Fund Operating Expenses

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


    OTHER FUND PRACTICES

    The Fund may invest in a variety of derivative instruments. Derivatives are financial contracts whose value is based on an underlying asset, such as a stock or a bond, or an underlying economic factor, such as an index or an interest rate. The Fund may also engage in strategies that make use of interest rate swaps and other interest rate transactions. Small price movements in the underlying asset can result in immediate and substantial gains or losses in the value of derivatives. Such practices are used to hedge the Fund's portfolio to protect against market decline, to maintain the Fund's exposure to its market, to manage cash or to attempt to increase income. Although this is intended to increase returns, these practices may actually reduce returns or increase volatility.

    The Fund generally does not take portfolio turnover into account in making investment decisions. This means the Fund could experience a high rate of portfolio turnover (100% or more) in any given fiscal year, resulting in greater brokerage and other transaction costs which are borne by the Fund and its shareholders. It may also result in the Fund realizing greater net short-term capital gains, distributions from which are taxable to shareholders as ordinary income.

    Please consult the SAI for more information regarding these and other investment practices used by the Fund, including risks.

    Evergreen Funds



    Institutional Money Market Funds
  • Cash Management Money Market Fund
  • Institutional Money Market Fund
  • Institutional Municipal Money Market Fund
  • Institutional Treasury Money Market Fund
  • Institutional U.S. Government Money Market Fund
  • Institutional 100% Treasury Money Market Fund
  • Prime Cash Management Money Market Fund


  • Money Market Funds
  • California Municipal Money Market Fund
  • Florida Municipal Money Market Fund
  • Money Market Fund
  • Municipal Money Market Fund
  • New Jersey Municipal Money Market Fund
  • New York Municipal Money Market Fund
  • Pennsylvania Municipal Money Market Fund
  • Treasury Money Market Fund
  • U.S. Government Money Market Fund


  • State Municipal Bond Funds
  • Connecticut Municipal Bond Fund
  • Evergreen Offit California Municipal Bond Fund
  • Evergreen Offit New York Municipal Bond Fund
  • Florida High Income Municipal Bond Fund
  • Florida Municipal Bond Fund
  • Georgia Municipal Bond Fund
  • Maryland Municipal Bond Fund
  • New Jersey Municipal Bond Fund
  • North Carolina Municipal Bond Fund
  • Pennsylvania Municipal Bond Fund
  • South Carolina Municipal Bond Fund
  • Virginia Municipal Bond Fund


  • National Municipal Bond Funds
  • Evergreen Offit National Municipal Bond Fund
  • High Grade Municipal Bond Fund
  • High Income Municipal Bond Fund
  • Intermediate Municipal Bond Fund
  • Municipal Bond Fund
  • Short-Intermediate Municipal Bond Fund


  • Short and Intermediate Term Bond Funds
  • Adjustable Rate Fund
  • Limited Duration Fund
  • Short Intermediate Bond Fund


  • Intermediate and Long Term Bond Funds
  • Core Bond Fund
  • Diversified Bond Fund
  • Evergreen Offit High Yield Fund
  • Evergreen Offit Mortgage Securities Fund
  • Evergreen Offit U.S. Government Securities Fund
  • Fixed Income Fund II
  • High Yield Bond Fund
  • Mortgage Securities Fund
  • Select High Yield Bond Fund
  • Strategic Income Fund
  • U.S. Government Fund


  • Balanced Funds
  • Asset Allocation Fund
  • Balanced Fund
  • Foundation Fund
  • Select Balanced Fund
  • Tax Strategic Foundation Fund


  • Domestic Equity Funds I
  • Aggressive Growth Fund
  • Capital Growth Fund
  • Core Equity Fund
  • Emerging Growth Fund
  • Equity Fund
  • Evergreen Fund
  • Growth Fund
  • Large Company Growth Fund
  • Masters Fund
  • Omega Fund
  • Premier 20 Fund
  • Select Small Cap Growth Fund
  • Select Strategic Growth Fund
  • Special Equity Fund
  • Stock Selector Fund
  • Tax Strategic Equity Fund


  • Domestic Equity Funds II
  • Blue Chip Fund
  • Equity Income Fund
  • Equity Index Fund
  • Growth and Income Fund
  • Large Cap Value Fund
  • Mid Cap Value Fund
  • Small Cap Value Fund
  • Select Values Fund
  • Special Values Fund
  • Strategic Value Fund
  • Value Fund


  • Sector Funds
  • Health Care Fund
  • Technology Fund
  • Utility and Telecommunications Fund


  • Global and International Funds
  • Emerging Markets Growth Fund
  • Evergreen Offit Emerging Markets Bond Fund
  • Global Leaders Fund
  • Global Opportunities Fund
  • International Bond Fund
  • International Growth Fund
  • Precious Metals Fund



  • Evergreen Express Line

    Call 1.800.346.3858

    24 hours a day to

    • check your account
    • order a statement
    • get a Fund’s current price, yield and total return
    • buy, redeem or exchange Fund shares


    Shareholder Services

    Call 1.800.343.2898

    Monday-Friday, 8 a.m. to 6 p.m. Eastern time to

    • buy, redeem or exchange Fund shares
    • order applications
    • get assistance with your account


    Information Line for Hearing and Speech Impaired (TTY/TDD)

    Call 1.800.343.2888

    Monday-Friday, 8 a.m. to 6 p.m. Eastern time



    Write us a letter
  • Evergreen Funds
  • P.O. Box 8400
  • Boston, MA 02266-8400
    • to buy, redeem or exchange Fund shares
    • to change the registration on your account
    • for general correspondence


    For express, registered or certified mail
  • Evergreen Funds
  • 66 Brooks Drive, Suite 8400
  • Braintree, MA 02184-3800


  • Visit us on-line
  • EvergreenInvestments.com


  • Regular communications you will receive
    Account Statements — You will receive quarterly statements for each Fund you invest in. Please review and promptly notify Evergreen funds of any inaccuracies.

    Confirmation Notices — A confirmation of your transaction, other than SIP and SWP, is sent within five days. Please review and promptly notify Evergreen funds of any inaccuracies.

    Annual and Semi-annual Reports — You will receive a detailed financial report on each Fund you invest in twice a year.

    Tax Forms — Each January you will receive any Fund tax information you need to complete your tax returns as well as the Evergreen Tax Information Guide.


    For More Information About the Evergreen Mid Cap Value Fund, Ask for:

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

    For questions, other information, or to request a copy, without charge, of the SAI, call 1.800.343.2898 or ask your investment professional. We will mail material within three business days.

    Information about the Fund (including the SAI) is also available on the SEC’s Internet website at http://www.sec.gov. Copies of this material may be obtained, for a duplication fee, by writing the SEC Public Reference Section, Washington D.C. 20549-0102, or by electronic request at the following e-mail address: publicinfo@sec.gov. This material can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, call the SEC at 1.202.942.8090.

  • Evergreen mutual funds are distributed by Evergreen Distributor, Inc.,
  • 90 Park Avenue, 10th Floor, New York, NY 10016.
  • Temp1 RV0 (3/03)

    SEC File No.: 811-08413
  • Evergreen Investments
  • 200 Berkeley Street
  • Boston, MA 02116-5034