SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EVERGREEN MANAGED INCOME FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary material
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------
(2) Form, Schedule or Registration Statement No.:
----
(3) Filing Party:
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(4) Date Filed:
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EVERGREEN MANAGED INCOME FUND
200 Berkeley Street, Boston, Massachusetts 02116
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 2005
TO THE SHAREHOLDERS OF EVERGREEN MANAGED INCOME FUND
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Evergreen Managed Income Fund (the "Fund") will be held on
February 18, 2005 at 10:00 a.m. Eastern time, at the principal office of the
Fund at Evergreen Investments, 200 Berkeley Street, 26th Floor, Boston,
Massachusetts 02116, for the following purposes:
1. To elect four Trustees to serve for the term indicated herein and until
their successors shall have been duly elected and qualified; and
2. To transact such other business as may properly be brought before the
Meeting.
Shareholders of record at the close of business on December 15, 2004 will
be entitled to vote at the Meeting. A complete list of the shareholders entitled
to vote at the Meeting shall be available for examination by any shareholder at
the principal office of the Fund during normal business hours from January 28,
2005 until the commencement of the Meeting, at which time the list will be
available at the place of the Meeting.
It is hoped that you will attend the Meeting, but if you cannot do so,
please complete and sign the enclosed proxy card, and return it in the
accompanying envelope as promptly as possible. Any shareholder attending the
Meeting can vote in person even though a proxy card has already been returned.
By Order of the Board of Trustees
MICHAEL H. KOONCE
Secretary
December 30, 2004
EVERGREEN MANAGED INCOME FUND
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of Evergreen Managed Income
Fund (the "Fund") for use at the Annual Meeting of Shareholders (the "Meeting")
to be held at the principal office of the Fund at Evergreen Investments, 200
Berkeley Street, 26th Floor, Boston, Massachusetts 02116, on February 18, 2005
at 10:00 a.m. Eastern time.
This proxy statement and form of proxy card were first sent to shareholders
on or about December 30, 2004.
Proxy Solicitation
All proxy cards in the enclosed form which are properly executed and
returned to the Fund will be voted as provided therein at the Meeting or at any
adjournments thereof. A holder of either common or preferred shares (the
"Shareholder") executing and returning a proxy card has the power to revoke it
at any time before it is exercised by giving written notice of such revocation
to an officer of the Fund. Signing and mailing the proxy card will not affect
your right to give a later proxy card or to attend the Meeting and vote your
common shares or preferred shares (the "Shares") in person.
The Board of Trustees intends to bring before the Meeting the matter set
forth in Proposal 1 in the foregoing notice. The persons named in the enclosed
proxy card and acting thereunder will vote with respect to Proposal 1 in
accordance with the directions of the Shareholders as specified on the proxy
cards; if no choice is specified, the Shares will be voted FOR the election of
the four trustee nominees named in Proposal 1. If any other matters are properly
presented at the Meeting for action, it is intended that the persons named in
the enclosed proxy card and acting thereunder will vote in accordance with the
views of management thereon. Abstentions and broker non-votes (i.e., Shares held
by brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) are
counted for quorum purposes. The Fund's Second Amended and Restated Agreement
and Declaration of Trust (the "Declaration") provides that the holders of
thirty-three and a third percent (33 1/3%) of the Shares issued and outstanding
and entitled to vote, present in person or by proxy, shall constitute a quorum
for the transaction of business at the Meeting. With regard to the election of
trustees, votes may be cast in favor or withheld; votes that are withheld will
be excluded entirely from the vote and will have no effect.
The affirmative vote of a plurality of the Shares present in person or
represented by proxy at the Meeting is required for the election of trustees
(Proposal 1). The four trustee nominees that receive the most affirmative votes
cast at the Meeting will be elected as trustees.
In the event a quorum is not present at the Meeting or in the event that a
quorum is present but sufficient votes to approve the proposed item are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those Shares represented at such
Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR any such proposal, IN FAVOR of such
an adjournment, and will vote those proxies required to be voted AGAINST any
such proposal, AGAINST any such adjournment. Abstentions and broker non-votes
will not be voted as a motion to adjourn.
The Fund will bear the costs of preparing, printing and mailing this proxy
statement, the proxy cards and any additional materials which may be furnished
to Shareholders. Solicitation may be undertaken by mail, telephone, facsimile
and personal contact. The Fund has engaged Georgeson Shareholder Communications,
Inc. to solicit proxies from brokers, banks, other institutional holders and
individual Shareholders for a fee of approximately $3,500.00. This fee will be
borne by the Fund. The Annual Report of the Fund will be mailed, along with this
proxy statement, to all Shareholders on or about December 30, 2004.
Voting Securities and Principal Holders Thereof
Holders of record of the Fund's Shares at the close of business on December
15, 2004 will be entitled to vote at the Meeting or any adjournment thereof. As
of December 15, 2004, the Fund had outstanding 42,055,000 common shares and
16,000 preferred shares. Each Shareholder is entitled to one vote per Share on
all business of the Meeting.
To the knowledge of the Fund, there is no beneficial owner of more than
5.00% of the outstanding Shares of the Fund.
As of December 15, 2004, the officers and Trustees of the Fund as a group
beneficially owned in aggregate less than 1.00% of the outstanding Shares of the
Fund and less than 1.00% of the outstanding securities of Wachovia Corporation
("Wachovia"), parent of Evergreen Investment Management Company, LLC ("EIMC"),
the Fund's investment advisor.
2
I. ELECTION OF TRUSTEES (Proposal 1)
In accordance with the Fund's Declaration, the Trustees have been divided
into three classes (each a "Class"): Class I, Class II, and Class III. The terms
of the present Trustees in each Class expire at the annual shareholder meeting
in the year indicated or thereafter in each case when their respective
successors are elected and qualified: Class I, 2007, Class II, 2005 and Class
III, 2006. At each subsequent annual shareholder meeting, successors to the
Class of Trustees whose terms are expiring will be identified as being of that
same Class and will be nominated for a three-year term. The effect of these
staggered terms is to limit the ability of other entities or persons to acquire
control of the Fund by delaying the replacement of a majority of the Board of
Trustees. If any nominee for any reason becomes unable to serve, the proxies
will be voted for such other nominees as the Board of Trustees may recommend.
The Board of Trustees has no reason to believe that any of the four trustee
nominees will be unable to serve.
The Board of Trustees of the Fund proposes the following Trustees for
election at the 2005 Meeting:
Trustee Class Expiration of Term if Elected
Charles A. Austin III Class II 2008 Annual Meeting1
Shirley L. Fulton Class II 2008 Annual Meeting
Gerald M. McDonnell Class II 2008 Annual Meeting
Richard J. Shima Class II 2008 Annual Meeting
(1) Pursuant to the Fund's Governance Policies, Mr. Austin will become a
Trustee Emeritus in January 2007.
As described above, there are four nominees for election to the Board of
Trustees at this time. Proxies cannot be voted for a greater number of persons
than the four nominees currently proposed to serve on the Board of Trustees.
Nominees for Election as Trustees
The following table contains specific information about each Trustee and
trustee nominee, including: age, principal occupation and other affiliations for
the last five years, term of office, length of time each has served, any other
directorships held by the Trustees outside the Fund and number of portfolios in
the Evergreen fund complex overseen by each Trustee. Unless otherwise indicated,
the address for each Trustee is 200 Berkeley Street, Boston, Massachusetts
02116.
3
Independent Trustees
--------------------
Position Number of
Held with Portfolios
the Fund; in
Length of Evergreen
Time Principal Occupation(s) During Fund Other
Served1 Past Five Years Complex Directorships
Overseen by Held by
Name and Age Trustee7 Trustee
------------ ------- -------------------------------------- --------- -------------
Charles A. Austin III2,6 Trustee 93 Trustee,
Age: 70 since 2003 Investment Counselor, Anchor Capital Evergreen
Advisors, Inc. (investment advice); family of
Director, The Andover Companies funds7
(insurance); Trustee, Arthritis
Foundation of New England; Director, The
Francis Ouimet Society; Former Director,
Health Development Corp.
(fitness-wellness centers); Former
Director, Mentor Income Fund, Inc.;
Former Trustee, Mentor Funds and Cash
Resource Trust; Former Investment
Counselor, Appleton Partners, Inc.
(investment advice); Former Director,
Executive Vice President and Treasurer,
State Street Research & Management
Company (investment advice)
Shirley L. Fulton2 Trustee 93 Trustee,
Age: 52 since Partner, Helms, Henderson & Fulton, P.A. Evergreen
2004 (law firm); Retired Senior Resident family of
Superior Court Judge, 26th Judicial funds7
District, Charlotte, NC
K. Dun Gifford2,3,6 Trustee 93 Trustee,
Age: 66 since 2003 Chairman and President, Oldways Evergreen
Preservation and Exchange Trust family of
(education); Trustee, Treasurer and funds7
Chairman of the Finance Committee,
Cambridge College; Former Chairman of the
Board, Director, and Executive Vice
President, The London Harness Company
(leather goods purveyor); Former
Director, Mentor Income Fund, Inc.;
Former Trustee, Mentor Funds and Cash
Resource Trust
Dr. Leroy Keith, Jr.4 Trustee 93 Trustee,
Age: 66 since 2003 Partner, Stonington Partners, Inc. Evergreen
(private investment firm); Trustee of family of
Phoenix Series Fund, Phoenix funds7,
Multi-Portfolio Fund, and The Phoenix Big Trustee,
Edge Series Fund; Former Chairman of the Phoenix
Board and Chief Executive Officer, Carson Series
Products Company (manufacturing); Fund,
Director, Obagi Medical Products Co.; Phoenix
Director, Lincoln Educational Services; Multi-Portfolio
Director, Diversapack Co.; Former Fund, and
President, Morehouse College; Former The Phoenix
Director, Mentor Income Fund, Inc.; Big Edge
Former Trustee, Mentor Funds and Cash Series Funds
Resource Trust.
4
Position Number of
Held with Portfolios
the Fund; in
Length of Evergreen
Time Principal Occupation(s) During Fund Other
Served1 Past Five Years Complex Directorships
Overseen by Held by
Name and Age Trustee7 Trustee
------------ ------- -------------------------------------- --------- -------------
Gerald M. McDonnell2 Trustee Manager of Commercial Operations, SMI 93 Trustee,
Age: 65 since 2003 STEEL Co. - South Carolina (steel Evergreen
producer); Former Sales and Marketing family of
Management, Nucor Steel Company; Former funds7
Director, Mentor Income Fund, Inc.;
Former Trustee, Mentor Funds and Cash
Resource Trust
William Walt Pettit2, 5 Trustee 93 Trustee,
Age: 49 since 2003 Partner and Vice President, Kellam & Evergreen
Pettit, P.A. (law firm); Former Director, family of
Mentor Income Fund, Inc.; Former Trustee, funds7
Mentor Funds and Cash Resource Trust
David M. Richardson4, 5 Trustee 93 Trustee,
Age: 63 since 2003 President, Richardson, Runden & Company Evergreen
(executive recruitment business family of
development/consulting company); funds7
Consultant, Kennedy Information, Inc.
(executive recruitment information and
research company); Consultant, AESC (The
Association of Retained Executive Search
Consultants); Trustee, NDI Technologies,
LLP (communications); Director, J&M
Cumming Paper Co. (paper merchandising);
Former Vice Chairman, DHR International,
Inc. (executive recruitment); Former
Director, Mentor Income Fund, Inc.;
Former Trustee, Mentor Funds and Cash
Resource Trust
Dr. Russell A. Salton, Trustee 93 Trustee,
III3, 4,6 since 2003 President/CEO, AccessOne MedCard; Former Evergreen
Age: 57 Medical Director, Healthcare Resource family of
Associates, Inc.; Former Medical funds7
Director, U.S. Health Care/Aetna Health
Services; Former Director, Mentor Income
Fund, Inc.; Former Trustee, Mentor Funds
and Cash Resource Trust
Michael S. Scofield3,6 Trustee 93 Trustee,
Age: 61 since 2003 Attorney, Law Offices of Michael S. Evergreen
Scofield; Former Director, Mentor Income family of
Fund, Inc.; Former Trustee, Mentor Funds funds7
and Cash Resource Trust.
Richard J. Shima4 Trustee Independent Consultant; Director, Trust 93 Trustee,
Age: 65 since 2003 Company of CT; Trustee, Saint Joseph Evergreen
College (CT); Director, Hartford family of
Hospital; Trustee, Greater Hartford YMCA; funds7
Former Director, Enhance Financial
Services, Inc.; Former Director, Old
State House Association; Former Director
of CTG Resources, Inc. (natural gas);
Former Director, Mentor Income Fund,
Inc.; Former Trustee, Mentor Funds and
Cash Resource Trust
5
Interested Trustee:
Number of
Portfolios
Position In
Held with Evergreen
the Fund; Fund
Length of Complex Other
Name and Age Time Principal Occupation(s) During Past 5 Overseen Directorships
------------ --------------------------------------
Served1 Years By Trustee7 Held by Trustee
------- ----- ---------- ---------------
Richard K. Wagoner, CFA4 Trustee Member and Former President, North 93 Trustee,
Age: 66 since 2003 Carolina Securities Traders Association; Evergreen
Member, Financial Analysts Society; family of funds7
Former Consultant to the Boards of
Trustees of the Evergreen funds; Former
Trustee, Mentor Funds and Cash Resource
Trust
(1) All Trustees are elected to initially serve a one-, two- or three-year
term and thereafter to serve a three-year term. Class II Trustees
consist of Messrs. Austin, McDonnell, Shima and Ms. Fulton whose terms
expire in 2005, unless re-elected by shareholders responding to this
proxy to renew their terms until 2008; Class III Trustees consist of
Messrs. Pettit, Richardson, Salton and Wagoner whose terms expire in
2006. Class I Trustees consist of Messrs. Scofield, Gifford, and Keith
whose terms expire in 2007.
(2) Member of Audit Committee.
(3) Member of Executive Committee and Nominating Committee.
(4) Member of Performance Committee.
(5) Preferred Shares Trustee.
(6) Member of Pricing Committee.
(7) The Evergreen fund complex consists of 9 open-end management
investment companies with 90 separate funds or series organized as
Delaware statutory trusts and 3 closed-end management investment
companies organized as Delaware statutory trusts.
The following table contains specific information about the dollar range of
equity securities beneficially owned by each Trustee in the Fund and the
aggregate dollar range of equity securities in other funds in the Evergreen fund
complex overseen by the Trustees.
Aggregate Dollar Range of Equity
Dollar Range of Equity Securities Securities in All Funds Overseen by
Name of Trustee in the Fund as of October 31, 2004 Trustee in Family of Investment Companies
--------------- ------------------------------- as of December 31, 2003
-----------------------------------------
Charles A. Austin III1 $0 Over $100,000
Shirley L. Fulton1 $0 $0
K. Dun Gifford $0 $10,001-$50,000
Dr. Leroy Keith, Jr. $0 $1-$10,000
Gerald M. McDonnell1 $1-$10,000 $10,001-$50,000
William W. Pettit1 $0 $10,001-$50,000
David M. Richardson $10,001-$50,000 $50,001-$100,000
Dr. Russell A. Salton, III1 $0 $0
Michael S. Scofield1 $1-$10,000 Over $100,000
Richard J. Shima1 $10,001-$50,000 Over $100,000
Richard K. Wagoner $1-$10,000 Over $100,000
(1) Each of the Trustees hold shares directly in one or more Evergreen funds
and/or invest indirectly in Evergreen funds through the Trustees' Deferred
Compensation Plan. In addition to any of the above direct Evergreen fund
investment amounts, Messrs. Austin, McDonnell, Pettit, Salton and Scofield
each have over $100,000, Mr. Shima has over $50,001-$100,0000 and Ms.
Fulton, who joined the Board in April 2004, has between $10,001 - $50,000,
invested indirectly in certain of the Evergreen funds through the Trustees'
Deferred Compensation Plan. The Deferred Compensation Plan allows each
Trustee to defer any or all of his or her compensation for serving as
Trustee, and to have such compensation invested into a deferral account.
The investment performance of the deferral account is based on the
investment performance of the particular Evergreen fund(s) selected by the
Trustee.
6
Under the Investment Company Act of 1940, as amended (the "1940 Act"), Mr.
Wagoner is an "interested person" of the Fund because of his ownership of shares
in Wachovia.
Board Meetings and Committees
During the fiscal year ended October 31, 2004, the Board of Trustees
held four regular meetings and four special meetings. The Board of
Trustees has appointed an Executive Committee consisting of Michael S.
Scofield, K. Dun Gifford and Dr. Russell A. Salton, III. The Executive
Committee recommends Trustees to fill vacancies, prepares the agenda for
Board Meetings and acts on routine matters between scheduled Board
meetings. The Executive Committee met twenty-three times during fiscal year
ended October 31, 2004. The Board of Trustees has also appointed an Audit
Committee, as defined by Section 3(a)(58)(A) of the Securities Exchange Act
of 1934. The purpose of the Audit Committee is to evaluate financial
management, meet with the auditors and deal with other matters of a
financial nature that it deems appropriate. The Audit Committee met four
times during fiscal year ended October 31, 2004. The Audit Committee
consists of Charles A. Austin III, Shirley L. Fulton, K. Dun Gifford,
Gerald M. McDonnell and William W. Pettit. Each member of the Audit
Committee is "independent" as defined in the American Stock Exchange's
listing standards. The Board of Trustees also has appointed a Performance
Committee. The purpose of the Performance Committee is to review all
activities involving investment-related issues and activities of EIMC and
to assess the performance of the Fund. The Performance Committee met four
times during fiscal year ended October 31, 2004. The Performance Committee
consists of Dr. Leroy Keith, Jr., David M. Richardson, Dr. Russell A.
Salton, III, Richard J. Shima and Richard K. Wagoner. Each Trustee attended
at least 75% of the aggregate of the total number of meetings of the Board
and Committee meetings on which he or she served. The Board of Trustees has
also established a Board Pricing Committee. The purpose of the Board
Pricing Committee is to review issues and activities related to the pricing
of the Fund's portfolio securities. The Board Pricing Committee which was
formed on June 16, 2004 did not meet during the fiscal year ended October
31, 2004. Since October 31, 2004, the Board Pricing Committee has met
twice. The Pricing Committee consists of Michael S. Scofield, K. Dun
Gifford, Dr. Russell A. Salton, III and Charles A. Austin III.
Nominating Committee Process
The Executive Committee also functions as the Nominating Committee. The
members of the Executive Committee are "independent" as defined in the American
Stock Exchange listing standards. The Executive Committee Charter addresses the
Nominating committee functions. A copy of the Evergreen fund's Executive
Committee Charter is attached as Exhibit A.
The Board of Trustees has approved a policy for the consideration of
Trustees nominees. The policy states the minimum nominee qualifications, the
process for identifying and evaluating trustee nominees and the process for
considering nominees recommended by shareholders. The Evergreen funds' Policy
for the Consideration of Trustee Nominees is attached as Exhibit B.
7
The Fund paid an independent, third-party consultant to identify and
evaluate potential nominees to fill a new position on the Board of Trustees in
2004. The Executive Committee provided specific criteria to the consultant to
identify suitable candidates. Among other requirements, potential nominees had
to have obtained certain educational and professional achievements, qualify as
non-interested persons of the Fund and be financially literate. The consultant
evaluated possible candidates against this criteria and provided the names of
suitable candidates to the Executive Committee for further consideration.
Communications with Board Members
The Board of Trustees has approved a policy for communications with Board
members. Any shareholder who wishes to send a communication to the Board of
Trustees of an Evergreen fund should send the communications to the Evergreen
Board of Trustees, P.O. Box 20083, Charlotte, North Carolina 28202. If a
shareholder wishes to send a communication directly to an individual Trustee or
to a Committee of the Fund's Board of Trustees, then the communication should be
specifically addressed to such individual Trustee or Committee and sent to the
above address.
Trustee Attendance Policy At Annual Shareholder Meetings
The Board of Trustees has approved a policy for Trustee attendance at
annual shareholder meetings. The Evergreen funds listed on the American Stock
Exchange are required to hold an Annual Meeting of Shareholders. Accordingly, it
is the policy of the Board of Trustees of the Fund to encourage Trustees'
attendance at each Annual Meeting of Shareholders in person or by video
conference.
Mr. Austin, a Trustee of the Fund, was present at the February 27, 2004
Annual Shareholder meeting.
Current Officers
The following table contains specific information about each principal
officer of the Fund, including: name, address and age, position held with the
Fund, term of office and length of time each has served and principal
occupation(s) during the past five years including offices held with EIMC,
Wachovia and their affiliated companies.
8
Position Held with Principal Occupations(s)
Name, Address and Age the Fund; During Past Five Years
--------------------- Term of Office and ------------------------
Length of Time Served1
----------------------
President
Dennis H. Ferro Since 2003 President and Chief Executive Officer,
401 S. Tyron Evergreen Investment Company, Inc. and
Charlotte, NC 28288 Executive Vice President, Wachovia Bank,
Age: 59 N.A; former Chief Investment Officer,
Evergreen Investment Company, Inc.
Treasurer
Carol A. Kosel Since 2003 Senior Vice President, Evergreen
200 Berkeley Street Investment Services, Inc.
Boston, MA 02116
Age: 40
Secretary
Michael H. Koonce Since 2003 Senior Vice President and General
200 Berkeley Street Counsel, Evergreen Investment Services,
Boston, MA 02116 Inc.; Senior Vice President and
Age: 44 Assistant General Counsel, Wachovia
Corporation.
Chief Compliance
Officer
James F. Angelos Since 2004 Chief Compliance Officer and Senior Vice
200 Berkeley Street President, Evergreen funds, Former
Boston, MA 02116 Director of Compliance. Evergreen
Age: 57 Investment Services, Inc.
(1) The term of office for each principal officer is until a successor is duly
elected or qualified or until their death, resignation, retirement or
removal from office.
Dennis H. Ferro oversees the operations of the Fund. Michael H. Koonce is
responsible for the Fund's compliance with governing law. Carol A. Kosel is
responsible for maintaining the books and records of the Fund and for working
with the portfolio managers on a continuous basis to assure that accounting
records are properly maintained. James F. Angelos is responsible for reviewing
Fund policies and procedures and monitoring the Evergreen funds' compliance with
them.
Other Remuneration and Affiliations of Officers and Trustees
The Fund reimburses all Trustees for expenses incurred in connection with
attending meetings of the Board of Trustees. Fees, salaries or other
remuneration of officers of the Fund who also serve as officers or employees of
EIMC or any of its affiliated companies are borne by EIMC or the Wachovia
affiliate for whom the individual serves. All present officers are covered by
this provision, and did not receive any compensation or expense reimbursement
from the Fund. For the fiscal year ended October 31, 2004, the Trustees earned
the following compensation from the Fund and the Evergreen fund complex:
9
Total Compensation From the
Aggregate Compensation From Fund and
the Fund For the Pension or Fund Complex Paid to
Fiscal Year Ended Retirement Benefits Trustees For Fiscal Year
Name and Position with the Fund October 31, 2004 Accrued as Part of Ended December 31, 2003
------------------------------- ---------------- ------------------ -----------------------
Fund Expenses1
Charles A. Austin III, Trustee2 $6,000 N/A $166,917
Shirley L. Fulton, Trustee2 $3,333 N/A $91,834
K. Dun Gifford, Trustee $6,000 N/A $175,334
Dr. Leroy Keith, Jr., Trustee $6,000 N/A $157,167
Gerald M. McDonnell, Trustee2 $6,000 N/A $157,167
William W. Pettit, Trustee2 $6,000 N/A $157,167
David M. Richardson, Trustee $6,000 N/A $157,167
Dr. Russell A. Salton, III, Trustee $6,000 N/A $172,834
Michael S. Scofield, Trustee $6,000 N/A $211,167
Richard J. Shima, Trustee2 $6,000 N/A $173,167
Richard K. Wagoner, Trustee $6,000 N/A $157,167
(1) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(2) Includes compensation deferred pursuant to a Trustee Compensation Deferral
Plan. The total amounts of deferring compensation payable to Messrs.
Austin, McDonnell, Pettit, Shima and Ms. Fulton from November 1, 2003 to
October 31, 2004 were $3,600, $1,450, $2,858, $2,100 and $833,
respectively.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934 requires the Fund's Trustees and officers
and certain other persons to file reports regarding ownership of, and
transactions in, the Fund's securities with the Securities and Exchange
Commission (the "SEC"). Copies of the required filings must also be furnished to
the Fund. The Fund believes that all reports required to be filed by the Fund's
officers and Trustees were filed on a timely basis.
Forms 3, 4, and 5 for the officers and Trustees are available on our
website at www. EvergreenInvestments.com.
Service Providers
Investment Advisor. EIMC, an indirect wholly owned subsidiary of Wachovia,
a North Carolina-based, multi-bank financial holding company subject to the Bank
Holding Company Act of 1956, as amended, and the rules and regulations
promulgated thereunder, currently serves as the Fund's investment advisor. EIMC
has been managing mutual funds and private accounts since 1932. For the fiscal
year ended October 31, 2004, the Fund paid 0.82% of average daily net assets, or
0.55% of average daily total assets, which are the net assets of the Fund plus
borrowings or other leverage for investment purposes to the extent excluded in
calculating net assets) to EIMC in advisory fees. The principal business address
of EIMC is 200 Berkeley Street, Boston, Massachusetts 02116.
10
Administrator. Administrative services are provided by Evergreen Investment
Services, Inc. ("EIS"), an affiliated company of EIMC. EIS is located at 200
Berkeley Street, Boston, MA 02116.
Independent Registered Public Accounting Firm. KPMG LLP ("KPMG"), 99 High
Street, Boston, MA 02110, has been selected by the Board of the Fund as the
independent registered public accounting firm of the Fund for the current fiscal
year ending October 31, 2005.
The Audit Committee of the Board of Trustees of the Fund unanimously
recommended the selection of KPMG, and the full Board of Trustees unanimously
approved such selection, at a meeting held on September 22, 2004
The Fund's Audit Committee has established and adopted policies and
procedures for pre-approving audit services, audit-related services, tax
services and all other services provided by the Fund's independent registered
public accounting firm as well as the fee levels or budgeted amounts for those
services. The Fund's policies and procedures include reporting and request or
application requirements that are intended to keep the Audit Committee informed
of all the services provided by the Fund's independent registered public
accounting firm. In addition, the Chief Compliance Officer is required to
monitor the performance of all services provided by the Fund's independent
registered public accounting firm in order to determine whether those services
are in compliance with the Fund's pre-approval policies and procedures and to
report the results of this monitoring to the Audit Committee on a periodic
basis. The Fund's pre-approval policies and procedures do not delegate any of
the Audit Committee's responsibilities under the Securities Exchange Act of 1934
for pre-approving services performed by the Fund's independent registered public
accounting firm to the Fund's management.
A representative of KPMG, if requested by any Shareholder, will be present
via telephone at the Meeting to respond to appropriate questions from
Shareholders and will have an opportunity to make a statement if he or she
chooses to do so.
The following table presents fees billed for professional audit services
rendered by KPMG for the audit of the Fund's annual financial statements for the
fiscal years ended October 31, 2003 and 2004, respectively, and for fees billed
for other services rendered by KPMG to the Fund. There were no fees paid to KPMG
during the fiscal year where the de minimis exception was used.
2003 2004
--------------------------------------------------------------------------------
Audit fees $24,000 $25,000
Audit-related fees1 $23,500 $13,000
Tax fees $0 $0
All other Fees $0 $0
--------------------------------------------------------------------------------
(1) Audit-related fees consist principally of fees for performing agreed
upon procedure engagements relating to the leveraged preferred shares
of the Fund and the initial registration of the Fund.
11
In approving the selection of KPMG for the Fund, the Audit Committee
considered, in addition to other practices and requirements relating to the
selection of the Fund's auditors, whether the non-audit services covered in the
table above under "Audit related fees," "Tax fees" and "All other fees"
performed by KPMG for the Fund and the investment advisor and for certain
related parties are compatible with maintaining the independence of KPMG as the
Fund's principal accountants.
On September 23, 2004, the Audit Committee reviewed and discussed with
management the Fund's audited financial statements for the fiscal period ended
October 31, 2004. The Audit Committee has reviewed and discussed with the
independent registered public accounting firm the matters required to be
discussed by Statements on Auditing Standards, No. 61, Communication with Audit
Committees. The Audit Committee has received the written disclosures and the
letter from the independent registered public accounting firm required by
Independence Standards Board Standard No. 1, and has discussed with the
independent registered public accounting firm the independent registered public
accounting firm's independence. Based on these reviews and discussions, the
Audit Committee recommended to the Board of Trustees that the audited financial
statements be included in the annual report to shareholders for the last fiscal
period for filing with the SEC.
The Board of Trustees has adopted a written charter for the Audit Committee
which is attached to this proxy statement as Exhibit C. Each member of the Audit
Committee is independent as independence is defined in the listing standards of
the American Stock Exchange.
Other Business. As of the date of this Proxy Statement, the Fund's officers
and the investment advisor are not aware of any other business to come before
the Meeting other than as set forth in the Notice. If any other business is
properly brought before the Meeting, or any adjournment thereof, the persons
named as proxies will vote in their sole discretion.
Required Vote. Election of each nominated Trustee to the Board of Trustees
of the Fund will be decided by a plurality of the common shares and preferred
shares of the Fund (voting together as a single class) voted in the election of
Trustees at the Meeting, in person or by proxy.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL FOR THE FUND.
12
SHAREHOLDER PROPOSALS
Any Shareholder desiring to present a proposal for consideration at the
2006 Annual Meeting of Shareholders of the Fund should submit such proposal in
writing to the Secretary, c/o Evergreen Investment Services, Inc., Evergreen
Managed Income Fund, 200 Berkeley Street, Boston, MA 02116-5034 so that it is
received by the Fund no later than October 5, 2005. Proxies submitted by
Shareholders confer discretionary authority on the individually named proxies to
vote on all matters presented at the meeting. Mere submission of a Shareholder
proposal does not guarantee inclusion of the proposal in the proxy statement or
presentation of the proposal at the 2006 Annual Meeting since such inclusion and
presentation are subject to compliance with certain federal regulations.
Michael H. Koonce, Secretary
December 30, 2004
13
PROXY
EVERGREEN MANAGED INCOME FUND
COMMON SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen Managed
Income Fund for the Annual Meeting of Shareholders, February 18, 2005
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the common shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)____________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
--------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
--------------------------
PROXY
EVERGREEN MANAGED INCOME FUND
PREFERRED SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen
Managed Income Fund for the Annual Meeting of Shareholders, February 18,
2004
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the preferred shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)___________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
----------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
----------------------------
PROXY
EVERGREEN MANAGED INCOME FUND
AUCTION MKT PFD SHS SER W7
PREFERRED SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen
Managed Income Fund for the Annual Meeting of Shareholders, February 18,
2004
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the preferred shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)___________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
-----------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
-----------------------------
PROXY
EVERGREEN MANAGED INCOME FUND
AUCTION MKT PFD SHE SER TH28
PREFERRED SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen
Managed Income Fund for the Annual Meeting of Shareholders, February 18,
2004
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the preferred shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)___________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
-----------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
-----------------------------
PROXY
EVERGREEN MANAGED INCOME FUND
AUCTION MKT PFD SHS SER T28
PREFERRED SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen
Managed Income Fund for the Annual Meeting of Shareholders, February 18,
2004
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the preferred shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)___________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
---------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
---------------------------
PROXY
EVERGREEN MANAGED INCOME FUND
AUCTION MKT PFD SHS SER M7
PREFERRED SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen
Managed Income Fund for the Annual Meeting of Shareholders, February 18,
2004
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the preferred shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)___________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
----------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
----------------------------
PROXY
EVERGREEN MANAGED INCOME FUND
AUCTION MKT PFD SHS SER F7
PREFERRED SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen
Managed Income Fund for the Annual Meeting of Shareholders, February 18,
2004
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett and Maureen E.
Towle, or any of them, with full power of substitution, as attorneys and proxies
to appear and vote all of the preferred shares standing in the name of the
undersigned at the annual meeting of shareholders of Evergreen Managed Income
Fund to be held at the offices of Evergreen Investments, 26th Floor, 200
Berkeley Street, Boston, Massachusetts 02116 on February 18, 2005 at 10:00
o'clock a.m., Eastern time, and at any and all adjournments thereof, and the
undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following
Item 1, but if no choice is specified, they will be voted FOR the election of
the 4 persons named in the proxy statement as proposed Trustees under "Election
of Trustees."
1. ELECTION OF TRUSTEES
FOR all nominees (except as marked to [ ] WITHHOLD AUTHORITY to [ ] Nominees: Charles A. Austin III
the contrary below*) vote for all nominees Shirley L. Fulton
Gerald M. McDonnell
Richard J. Shima
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting or any adjournment
thereof.
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) below.)
SIGNATURE(S)___________________________________________________________________
DATE_____________, 2005. (Signature of all joint owners is required. Fiduciaries
please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given to the proxy holders to vote in accordance with the views of the
management of the Fund thereto. Management is not aware of any such matters.
----------------------------
PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
----------------------------
EXHIBIT A
EVERGREEN FUNDS
EXECUTIVE COMMITTEE CHARTER
1) The Executive Committee shall be composed entirely of independent Trustees.
2) The purposes of the Executive Committee are:
a) To formulate policies and procedures governing the Board's
structure and operation;
b) To act as liaison between Evergreen (Evergreen Investment
Management Company, LLC, Evergreen Investment Services, Inc.
and Evergreen Service Company, LLC) and the full Board of
Trustees;
c) To act on behalf of the Board between regular Board meetings;
d) To act as the Qualified Legal Compliance Committee of the
Board of Trustees;
e) To act as the Nominating Committee of the Board of Trustees;
f) To act as the 15(c) Committee of the Board of Trustees;
g) To review and resolve conflicts of interest between the
Evergreen Funds and the Funds' investment adviser or its
affiliates.
3) To carry out its purposes, the Executive Committee shall have the following
duties and powers:
a) To prepare and recommend to the full Board written policies
and procedures governing the structure and operation of the
Board, including but not limited to policies relating to Board
size, qualifications for Board membership, filling of
vacancies, committees, compensation and retirement; and from
time to time to review such policies and procedures and
recommend any changes;
b) To select and to recommend to the full Board persons to fill
vacancies on the Board;
c) To recommend to the full Board the amount of compensation to
be paid to Trustees for service on the Board and on committees
of the Board;
d) To take on behalf of the Board, between regular meetings of
the full Board, any actions required to be taken by the Board
that are not required by the Declaration of Trust or
applicable law to be taken by the full Board or by another
group of Trustees;
e) To report its activities to the full Board on a regular basis
and to make such recommendations with respect to the above and
other matters as the Executive Committee may deem necessary or
appropriate;
f) To request from the Evergreen Funds' investment adviser and
its affiliates information it believes is necessary to the
full Board of Trustees' determination of whether or not to
enter into or renew contracts;
g) To submit Trustees' inquiries to the Evergreen Funds'
investment adviser and its affiliates in connection with
contract approvals;
h) To request information it considers necessary or appropriate
to its determination of whether a potential or actual conflict
of interest exists between the Evergreen Funds and the Funds'
investment adviser or its affiliates; and
i) If the Executive Committee determines a potential or actual
conflict of interest exists: (i) to recommend to the Evergreen
Funds' investment adviser or its affiliates an appropriate
resolution to the conflict of interest and (ii) to inform the
full Board of Trustees of the conflict of interest, the course
of action the Executive Committee recommended to resolve the
conflict of interest, and whether the Executive Committee's
recommendation was implemented.
4) The Executive Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require.
5) The Executive Committee shall have the resources and authority appropriate
to discharge its responsibilities.
6) The Executive Committee shall review this Charter at least annually and
recommend any changes to the full Board of Trustees.
Last Approved: September 23, 2004
Last Revised: August 20, 2004
EXHIBIT B
EVERGREEN TRUSTS
Policy for the Consideration of Trustee Nominees
The following Policy for the Consideration of Trustee Nominees (the
"Policy") shall be followed by the Executive Committee (the "Committee") of each
Evergreen Trust in filling vacancies on the Boards of Trustees or when Trustees
are to be nominated for election by shareholders.
Minimum Nominee Qualifications
1. With respect to nominations for Trustees who are not interested persons
of a Fund as defined by Section 2(a)(19) of the Investment Company Act
of 1940 (the "1940 Act") ("Disinterested Trustees"), nominees shall be
independent of the Fund's investment adviser and other principal
service providers. The Committee shall also consider the effect of any
relationship beyond those delineated in the 1940 Act that might impair
independence, such as business, financial or family relationships with
the investment adviser or its affiliates.
2. Disinterested Trustee nominees must qualify for service on the Fund's
Audit Committee under the rules of the American Stock Exchange
(including financial literacy requirements) or other applicable
securities exchange.
3. With respect to all Trustees, nominees must qualify under all
applicable laws and regulations.
4. The proposed nominee may not be within five years of the Fund's
retirement age for Trustees unless he or she is nominated for
re-election.
5. The Committee may also consider such other factors as it may determine
to be relevant.
Other Qualifications
1. With respect to all proposed nominees, the Committee shall consider
whether the proposed nominee serves on boards of or is otherwise
affiliated with competing financial service organizations or their
related fund complexes or companies in which the Evergreen Funds may
invest.
2. The Committee shall consider whether the proposed nominee is able to
and intends to commit the time necessary for the performance of Trustee
duties.
3. The Committee shall consider the integrity and character of the
proposed nominee, and the proposed nominee's compatibility with the
current Trustees.
4. The Committee may require an interview with the proposed nominee.
Nominees Recommended by Shareholders
1. The Committee shall consider nominations for openings on the Board of
Trustees from shareholders who have separately or as a group held for
at least one full year 5% of the shares of a Fund.
2. The Committee shall give candidates recommended by shareholders the
same consideration as any other candidate.
3. Shareholder recommendations should be sent to the attention of the
Committee in care of the Fund's Secretary and should include
biographical information, including business experience for the past
ten years and a description of the qualifications of the proposed
nominee, along with a statement from the proposed nominee that he or
she is willing to serve and meets the requirements to be a
Disinterested Trustee, if applicable.
Process for Identifying and Evaluating Trustee Nominees
1. When identifying and evaluating prospective nominees for openings on the
Board of Trustees, the Committee shall review all recommendations in the
same manner, including those received from shareholders.
2. The Committee shall first determine if the prospective nominee meets the
minimum qualifications set forth above. Those proposed nominees meeting the
minimum qualifications will then be considered by the Committee with
respect to the other qualifications listed above, and any other
qualifications deemed to be important by the Committee.
3. Those nominees selected by the Committee shall be recommended to the Boards
of Trustees.
Last Approved: June 17, 2004
-------------
Last Revised: June 17, 2004
-------------
EXHIBIT C
EVERGREEN INCOME ADVANTAGE FUND
EVERGREEN MANAGED INCOME FUND
EVERGREEN UTILITIES AND HIGH INCOME FUND
AUDIT COMMITTEE CHARTER
1) The Audit Committee (the "Committee") of Evergreen Income Advantage Fund,
Evergreen Managed Income Fund and Evergreen Utilities and High Income Fund
(the "Funds") shall be composed entirely of independent Trustees who, in
the view of the Board of Trustees of the Funds (the "Board"), are free of
any relationship that would interfere with the exercise of independent
judgment. The independent Trustees (i) are barred from accepting, directly
or indirectly, any consulting, advisory or other compensatory fee from the
Funds or an affiliate of the Funds, other than in the capacity as a member
of the Board and any Board committee, and (ii) cannot be an "interested
person" of the Funds as defined in Section 2(a)(19) of the Investment
Company Act of 1940.
2) The Board will determine whether there is at least one member of the
Committee who is an independent audit committee financial expert as defined
in Item 3 of Form N-CSR.
3) The purposes of the Committee are:
a) To review the Funds' accounting and financial reporting policies and
practices, their internal controls and, as appropriate, the internal
controls of certain service providers;
b) To review the quality and objectivity of the Funds' financial statements
and the independent audits thereof; and
c) To act as liaison between the Funds' independent auditors and the Board.
The function of the Committee is to review; it is management's
responsibility to maintain appropriate systems for accounting and
internal control, and the auditors' responsibility to plan and carry
out a proper audit.
4) To carry out its purposes, the Committee shall have the following duties
and powers:
a) To be directly responsible for the appointment, retention, compensation,
and oversight of the work of any registered public accounting firm engaged
for the purpose of preparing or issuing an audit report or related work or
performing other audit, review or attest services for the Funds, and each
such registered public accounting firm must report directly to the
Committee;
b) To recommend to the independent Trustees the selection, retention or
termination of auditors and, in connection therewith, to evaluate the
independence of the auditors, including whether the auditors provide any
non-audit services to the Funds' investment advisers or affiliated persons
of the investment advisers, and to receive the auditors' formal written
statement delineating specific representations as to the auditors'
independence and all relationships between the auditors and the Funds'
investment advisers and any affiliated persons of the investment advisers,
consistent with Independence Standards Board Standard 1. The Committee
shall have responsibility for actively engaging in a dialogue with the
auditors with respect to any disclosed relationships or services that may
impact the objectivity and independence of the auditors and for taking or
recommending that the Board take appropriate action to oversee the
independence of the auditors;
c) To instruct the auditors of the auditors' ultimate responsibility to the
Board and the Committee, as representatives of shareholders, and the
Board's and Committee's ultimate authority to select, evaluate, and, where
appropriate, replace the auditors and to nominate the auditors for
shareholder approval in any proxy statement;
d) To pre-approve all audit and non-audit services, except those within the de
minimis statutory exception, provided to the Funds by their auditors or to
establish pre-approval policies and procedures (which may include the
establishment of a pre-approval sub-committee consisting of one or more
independent audit committee members who serve on the Board), to pre-approve
non-audit services provided directly to the Funds' investment advisers and
any entity in the Funds' complex where the nature of the services provided
have a direct impact on the operations or financial reporting of the Funds,
to review in advance the related estimate of fees, and to recommend
pre-approved audit and non-audit services and fee estimates for Board
approval;
e) To meet with the Funds' independent auditors, including private meetings,
as necessary (i) to review the arrangements for and scope of the annual
audits and any special audits; (ii) to discuss any matters of concern
relating to the Funds' financial statements, including any adjustments to
such statements recommended by the auditors, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Funds' financial policies, procedures and internal accounting controls and
management's responses thereto; (iv) to review the form of opinion the
auditors propose to render to the Board and shareholders; (v) to receive
reports from time to time about the nature of conversations, if any,
between the auditors of Wachovia and its affiliates and the auditors of the
Funds, and (vi) to discuss the results of the auditors' peer review, if
any;
f) To receive at least annually a report from the auditors within 90 days
prior to the filing of the auditors' report (or receive an updated report
within such 90 day period, if the auditors' annual report is presented to
the Committee more than 90 days prior to the filing of the auditors'
report) which includes the following: (i) all critical accounting policies
and practices used by the Funds (or, in connection with any update, any
changes in such accounting policies and practices), (ii) all material
alternative accounting treatments within GAAP that have been discussed with
management since the last annual report or update, including the
ramifications of the use of the alternative treatments and the treatment
preferred by the accounting firm, (iii) other material written
communications between the auditors and the management of the Funds since
the last annual report or update, and (iv) a description of all non-audit
services provided, including fees associated with the services, to the
Funds' complex since the last annual report or update that were not subject
to the pre-approval requirements as discussed above;
g) To consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the auditors;
h) To review and discuss with management, including any officers certifying
the Funds' Form N-CSR, the Funds' audited financial statements and to
review any officer's certifications and reports to be filed with the
Securities and Exchange Commission on behalf of the Funds; to offer
guidance with respect to such audited financial statements, certifications
and reports; and to determine whether to recommend that the financial
statements be included in the annual report;
i) To discuss all disclosures made by the Funds' officers certifying the
Funds' Form N-CSR to the Committee, based on such officers' most recent
evaluation as to (i) all significant deficiencies in the design or
operation of internal controls which could adversely affect the Funds'
ability to record, process, summarize and report financial data, and (ii)
any fraud, whether or not material, that involves management or other
employees who have significant roles in the Funds' internal controls;
j) To investigate improprieties or suspected improprieties in the Funds'
operations;
k) To establish procedures for the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls or auditing
matters, including procedures for the confidential, anonymous submission by
officers of the Funds or by employees of the Funds' investment advisers or
other service providers, of concerns regarding questionable accounting or
auditing matters; and
l) To report its activities to the Board on a regular basis and to make such
recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.
5) The Committee shall meet at least quarterly and is empowered to hold
special meetings, as circumstances require.
6) The Committee shall meet with internal auditors to review their audit plan
and the result of completed audits.
7) The Committee shall have the authority to engage independent counsel and
other advisors as it determines necessary to carry out its duties.
8) The Committee shall have the resources and authority appropriate to
discharge its responsibilities.
9) The Committee shall review this Charter at least annually and recommend any
changes to the Board.
Last Approved: September 23, 2004
Last Revised: September 16, 2004