SC TO-I

As filed with the Securities and Exchange Commission on June 20, 2005

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.   )*

Evergreen Utilities and High Income Fund
(Name of Subject Company (Issuer))

Evergreen Utilities and High Income Fund
(Name of Filing Persons (Offeror and Issuer))

Common Shares, No Par Value
(Title of Class of Securities)

30034Q 10 9
(CUSIP Number of Class of Securities)

Michael H. Koonce, Esquire
200 Berkeley Street
Boston, Massachusetts 02116-5034
(617) 210-3663

(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

With a copy to:
Timothy W. Diggins
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$12,340,505(a)	$1,452.48(b)

(a)  Calculated as the aggregate maximum purchase price to be paid for 519,163 shares in the offer, based upon the net asset value per share of $23.77 at June 15, 2005.

(b)  Calculated as the Transaction Valuation multiplied by .00011770.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Introductory Statement

This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to an offer by Evergreen Utilities and High Income Fund, a statutory trust organized under the laws of the state of Delaware (the “Fund”), to purchase for cash up to 5% or 519,163 of the Fund’s issued and outstanding common shares, no par value, upon the terms and subject to the conditions contained in the Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) and are filed as exhibits to this Schedule TO.

Items 1 through 11.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1-11 required to be disclosed in this Schedule TO.

Item 12. Exhibits.

(a)(1)(i)	Offer to Purchase, dated June 20, 2005.
(a)(1)(ii)	Form of Letter of Transmittal.
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.
(a)(1)(iv)	Notice of Offer to Purchase.
(a)(1)(v)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees including Instructions Regarding the Offer.
(a)(1)(vii)	Form of Letter to Shareholders.
(a)(1)(viii)	Substitute Form W-9.
(a)(2)	None.
(a)(3)	Not Applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press release issued on May 19, 2005 (Previously filed as a preliminary communication with the Fund’s Schedule TO submitted via EDGAR on May 19, 2005).

(a)(5)(ii)	Press release issued on June 16, 2005 (Previously filed as a preliminary communication with the Fund’s Schedule TO submitted via EDGAR on June 16, 2005).
(a)(5)(iii)	Audited Financial Statements of the Fund for the fiscal year ended August 31, 2004. Incorporated herein by reference to the Fund’s Annual Report for the fiscal year ended August 31, 2004 on Form N-CSR as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2004. The Fund’s Annual Report was previously provided to Shareholders. The Report is available on the EDGAR Database on the SEC’s Web site at http://www.sec.gov. You may also request a copy the Fund’s Annual Report at no charge by calling 1-800-343-2898 between 8:30 a.m. and 5:30 p.m., Eastern time, on any business day.
(a)(5)(iv)	Unaudited Financial Statements of the Fund for the six-month period ended February 28, 2005. Incorporated herein by reference to the Fund’s Semi-Annual Report for the period ended February 28, 2005 on Form N-CSR/A as filed with the Securities and Exchange Commission (“SEC”) on May 6, 2005. The Fund’s Semi-Annual Report was previously provided to Shareholders. The Report is available on the EDGAR Database on the SEC’s Web site at http://www.sec.gov. You may also request a copy the Fund’s Semi-Annual Report at no charge by calling 1-800-343-2898 between 8:30 a.m. and 5:30 p.m., Eastern time, on any business day.
(b)	None.
(d)	Form of Depositary and Information Agent Agreement between the Fund and EquiServe, Inc. and EquiServe Trust Company, N.A. dated June 17, 2005.
(g)	Evergreen Liquidity Plan Q&A.
(h)	Opinion of Ropes & Gray LLP relating to the tax consequences of the tender offer.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

NOTICE

A copy of the Certificate of Trust of Evergreen Utilities and High Income Fund (the “Trust”), together with all amendments thereto, is on file with the Secretary of State of The State of Delaware and notice is hereby given that this instrument is executed on behalf of the Trust by trustees and officers of the Trust as officers and trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the officers or trustees of the Trust or shareholders individually but are binding only upon the assets and property of the Trust or the relevant series.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EVERGREEN UTILITIES AND HIGH INCOME FUND

	/s/ Michael H. Koonce
	Name: Michael H. Koonce
	Title:   Secretary
Dated: June 20, 2005

EXHIBIT INDEX

Exhibit
(a)(1)(i)	Offer to Purchase.
(a)(1)(ii)	Form of Letter of Transmittal.
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.
(a)(1)(iv)	Notice of Offer to Purchase.
(a)(1)(v)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees including Instructions Regarding the Offer.
(a)(1)(vii)	Form of Letter to Shareholders.
(a)(1)(viii)	Substitute Form W-9.
(d)	Form of Depositary and Information Agent Agreement between the Fund and EquiServe, Inc. and EquiServe Trust Company, N.A.
(g)	Evergreen Liquidity Plan Q&A.
(h)	Opinion of Ropes & Gray LLP relating to tax consequences of the tender offer.

EX-99.(A)(1)(I)

EVERGREEN UTILITIES AND HIGH INCOME FUND

OFFER TO PURCHASE FOR CASH 519,163 OF ITS ISSUED
AND OUTSTANDING SHARES AT NET ASSET VALUE PER SHARE

 THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON 
JULY 22, 2005, UNLESS THE OFFER IS EXTENDED.

To the Shareholders of Evergreen Utilities and High Income Fund:

Evergreen Utilities and High Income Fund, a non-diversified, closed-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Fund”), is offering to purchase up to 5%, or 519,163 in the aggregate, of its issued and outstanding common shares, no par value (the “Shares”), to fulfill an undertaking made in connection with the initial public offering of the Shares. See Section 2. The offer is for cash at a price equal to the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), on the day after the date the offer expires, and is upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Offer”). The Offer will expire at 5:00 p.m. Eastern Time on July 22, 2005, unless extended. The Shares are traded on the American Stock Exchange (the “AMEX”) under the symbol “ERH.” The NAV as of the close of the regular trading session of the NYSE on June 15, 2005 was $23.77 per Share. During the pendency of the Offer, current NAV quotations can be obtained from various public websites that report prices of mutual funds and stocks. The symbol for obtaining NAV quotations is “XERHX.” You may also call EquiServe Trust Company, N.A. (the “Depositary”) at 1-888-396-7866 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays).

THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 3.

IMPORTANT INFORMATION

Shareholders who desire to tender their Shares should either: (1) properly complete and sign the enclosed Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the tendered Shares (in proper certificated or uncertificated form), and any other documents required by the Letter of Transmittal to the address set forth on the back of this Offer; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering Shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form.

If you do not wish to tender your Shares, you need not take any action.

NEITHER THE FUND NOR ITS BOARD OF TRUSTEES NOR EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC (THE “ADVISOR”) MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF TRUSTEES OR THE ADVISOR AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF TRUSTEES OR THE ADVISOR. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.

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SUMMARY TERM SHEET

(Section references are to sections of this Offer to Purchase.)

This Summary Term Sheet highlights certain information concerning this tender offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal.

What is the tender offer?

Evergreen Utilities and High Income Fund (the “Fund”) is offering to purchase 5%, or 519,163 in the aggregate, of its common shares for cash at a price per share equal to the per share net asset value as of the close of the regular trading session of the New York Stock Exchange (“NYSE”) on July 25, 2005 (or, if the Offer is extended, on the date after the date to which the Offer is extended) upon specified terms and subject to conditions as set forth in the tender offer documents.

Why is the Fund making this tender offer?

The Fund is making this tender offer pursuant to the Evergreen Enhanced Liquidity Plan, as described in the Fund’s Prospectus dated April 27, 2004 (the “Prospectus”). In the Prospectus, the Board of Trustees committed to make tender offers for the Fund’s common shares under certain circumstances and subject to certain conditions. Beginning six to eight months after the Fund’s commencement of operations (for a total of eight consecutive calendar quarters), in the event that the Fund’s common shares trade at a discount to net asset value of greater than 5% for fifteen of twenty days during a predetermined measurement period, the Fund, under normal circumstances, will make offers to purchase up to 5% of its outstanding common shares at their net asset value from all beneficial shareholders. The predetermined measurement period commenced on April 29, 2005 and ended on May 26, 2005. As of the close of business on May 19, 2005, the Fund had traded at a discount of greater than 5 percent for at least 15 days during the measurement period.

When will the tender offer expire, and may the offer be extended?

The tender offer will expire at 5:00 p.m. Eastern Time on July 22, 2005, unless extended. The Fund may extend the period of time the offer will be open by issuing a press release or making some other public announcement by no later than the next business day after the Offer otherwise would have expired. See Section 15 for more information.

What is the net asset value per Fund share and the closing sale price on the American Stock Exchange per Fund share as of a recent date?

As of June 15, 2005, the net asset value per share was $23.77 and the closing sale price per share was $20.71. See Section 8 for details. During the pendency of the Offer, current net asset value quotations can be obtained from either: (1) various public websites that report prices of mutual funds and stocks, under the symbol “XERHX” or (2) EquiServe Trust Company, N.A. by calling (888) 396-7866 between 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). You can find the current market price per share, as quoted on the AMEX, under the symbol “ERH”.

Will the net asset value be higher or lower on the date that the price to be paid for tendered shares is to be determined?

No one can accurately predict the net asset value at a future date.

What happens if I tender my shares and the net asset value on the date of determination of the tender price is lower than the then current market price per share on the AMEX?

You would receive less money for your shares than if you had sold them on the AMEX.

i

How do I tender my shares?

If your shares are registered in your name, you should obtain the tender offer materials, including the Offer to Purchase and the related Letter of Transmittal, read them, and if you decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal to the address set forth on the Letter of Transmittal. These materials must be received by EquiServe Trust Company, N.A., the Depositary, in proper form before 5:00 p.m. Eastern Time on July 22, 2005 (unless the tender offer is extended by the Fund, in which case the new deadline will be as stated in the public announcement of the extension).

If your shares are held by a broker, dealer, commercial bank, trust company or other nominee (e.g., in “street name”), you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary by July 22, 2005 (or if the offer is extended, the expiration date as extended). See Section 4 for more information.

Is there any cost to me to tender?

The Fund will not charge a fee to process a tender. However, your broker, dealer, commercial bank, trust company or other nominee may charge you fees according to its individual policies. See the Letter of Transmittal for details.

May I withdraw my shares after I have tendered them and, if so, by when?

Yes, you may withdraw your shares at any time prior to 5:00 p.m. Eastern Time on July 22, 2005 (or if the Offer is extended, at any time prior to 5:00 p.m. Eastern Time on the new expiration date). Withdrawn shares may be re-tendered by following the tender procedures before the Offer expires (including any extension period). In addition, if shares tendered have not by then been accepted for payment, you may withdraw your tendered shares at any time after August 16, 2005. See Section 5 for more information.

How do I withdraw tendered shares?

A notice of withdrawal of tendered shares must be timely received by EquiServe Trust Company, N.A., specifying the name of the shareholder who tendered the shares, the number of shares being withdrawn (which must be all of the shares tendered), and with respect to share certificates which represent tendered shares that have been delivered or otherwise identified to EquiServe Trust Company, N.A., the name of the registered owner of such shares, if different than the person who tendered the shares. See Section 5 for more information.

May I place any conditions on my tender of shares?

No.

Is there a limit on the number of shares I may tender? 

There is no limit on the number of shares that you may tender. However your tender will be proper only if you tender at least 20% of the Fund shares you own or which you are considered to own under specified federal tax rules. See Sections 1 and 14.

What if more than 519,163 shares are tendered (and not timely withdrawn)?

The Fund will purchase duly tendered shares from tendering shareholders pursuant to the terms and conditions of the tender offer on a pro rata basis in accordance with the number of shares tendered by each shareholder (and not timely withdrawn), unless the Fund determines not to purchase any shares. The Fund’s present intention, if the tender offer is oversubscribed, is not to purchase more than 519,163 shares. See Section 1 for more details.

ii

In the two previous tender offers by the Fund, the Fund agreed to purchase all shares tendered by shareholders who owned fewer than 100 shares and tendered all of their shares. Why is this “odd lot” provision not included in this tender offer?

Based on the experience of the first two tender offers, the Advisor determined that the odd lot provision did not appear to be serving its primary purpose, which was to give long-term shareholders in the Fund who own a small number of shares an opportunity to close out their investment at net asset value. As a result, in the Offer, if more than 519,163 shares are tendered (and not timely withdrawn), the Fund will purchase a pro rata portion of the shares tendered by each shareholder, including shareholders who own and tender fewer than 100 shares.

If I decide not to tender, how will the tender offer affect the Fund shares I hold?

Your percentage ownership interest in the Fund will increase after completion of the tender offer. See Section 11.

Does the Fund have the financial resources to make payment?

Yes.  Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered shares.

If shares I tender are accepted by the Fund, when will payment be made?

It is contemplated, subject to change, that payment for tendered shares, if accepted, will be made on or about July 27, 2005. See Section 6.

Is my sale of shares in the tender offer a taxable transaction?

It is anticipated that U.S. shareholders (other than those who are tax-exempt) who sell shares in the tender offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the shares sold and their adjusted basis in the shares. The sale date for tax purposes will be the date the Fund accepts shares for purchase. See Section 14 for details, including the nature of the income or loss and the differing rules for U.S. and non-U.S. shareholders. Please consult your tax advisor for a more complete discussion of your potential tax consequences.

Is the Fund required to complete the tender offer and purchase all shares tendered up to the number of shares tendered for?

Under most circumstances, yes. There are certain circumstances, however, in which the Fund will not be required to purchase any shares tendered as described in Section 3.

Is there any reason shares tendered would not be accepted?

In addition to those circumstances described in Section 3 under which the Fund is not required to accept tendered shares, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form. The Fund will reject tenders from any shareholder if less than 20% of the shares actually and constructively (as determined under the Internal Revenue Code) owned by the tendering shareholder are tendered or if the tender does not include original signature(s) or the original of any required signature guarantee(s).

How will tendered shares be accepted for payment?

For purposes of the Offer, the Fund will be deemed to have accepted for payment Shares that are tendered and not withdrawn when it gives oral or written notice to the EquiServe Trust Company, N.A. of its acceptance of such Shares for payment pursuant to the Offer. EquiServe Trust Company is thereafter to make such payment as directed by the Fund with funds to be deposited with it by the Fund. See Section 6.

iii

What action need I take if I decide not to tender my shares?

None.

Does management encourage shareholders to participate in the tender offer, and will they participate in the tender offer?

No. Neither the Fund, its Board of Trustees nor the Fund’s investment adviser is making any recommendation to tender or not to tender shares in the tender offer. No trustee or officer of the Fund intends to tender shares. See Section 10.

Will there be additional opportunities to tender shares to the Fund?

The Board of Trustees of the Fund (the “Board”) has committed to potentially making a tender offer in each of the Fund’s next five quarters (for a total of eight consecutive quarters) under certain circumstances and subject to certain conditions. In the event that the common shares of the Fund trade at a discount to net asset value of greater than 5% for fifteen of twenty days during a predetermined measurement period in any such quarter, the Fund, under normal circumstances, will make offers to purchase up to 5% of its outstanding common shares at their net asset value from all beneficial shareholders. The Fund will not undertake a tender offer if the Fund’s common shares are not trading at a discount to net asset value of greater than 5% for the requisite number of days. Under certain circumstances, the Board may, however, decide that the Fund should not make a tender offer even if such shares are trading at such discount for the required number of days. See Section 2.

How do I obtain information?

Questions and requests for assistance should be directed to EquiServe Trust Company, N.A., the Depositary for the tender offer, toll free at (888) 396-7866. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer documents should be directed to EquiServe Trust Company, N.A., the Distribution Agent for the tender offer, at (732) 417-2653. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as applicable.

iv

TABLE OF CONTENTS
Section			Page
Summary Term Sheet.			i
1.	Price; Number of Shares		2
2.	Purpose of the Offer; Plans or Proposals of the Fund		2
3.	Certain Conditions of the Offer		3
4.	Procedures for Tendering Shares		4
	a.	Proper Tender of Shares	4
	b.	Signature Guarantees and Method of Delivery	5
	c.	Dividend Reinvestment Plan	5
	d.	Book-Entry Delivery	5
	e.	Guaranteed Delivery	6
	f.	Determinations of Validity	6
	g.	United States Federal Income Tax Withholding	7
5.	Withdrawal Rights		7
6.	Payment for Shares		8
7.	Source and Amount of Funds		8
8.	Price Range of Shares; Dividends/Distributions		9
9.	Selected Financial Information		10
10.	Interest of Trustees, Executive Officers and Certain Related Persons		12
11.	Certain Effects of the Offer		13
12.	Certain Information about the Fund		13
13.	Additional Information		13
14.	Certain United States Federal Income Tax Consequences		14
15.	Amendments; Extension of Tender Period; Termination		16
16.	Miscellaneous		17

1

1. Price; Number of Shares.

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment and purchase for cash up to 5% or 519,163 in the aggregate of its issued and outstanding Shares that are properly tendered prior to 5:00 p.m. Eastern Time on July 22, 2005 (and not withdrawn in accordance with Section 5). The Fund reserves the right to amend, extend or terminate the Offer. See Sections 3 and 15. The Fund will not be obligated to purchase Shares pursuant to the Offer under certain circumstances. See Section 3. The later of July 22, 2005 or the latest date to which the Offer is extended is hereinafter called the “Expiration Date.” The purchase price of the Shares will be their NAV per Share determined as of the close of the regular trading session of the NYSE on the date after the Expiration Date. The Fund will not pay interest on the purchase price under any circumstances. The NAV on June 15, 2005 was $23.77 per Share. During the duration of the Offer, current NAV quotations can be obtained from various publicly available websites that publish mutual fund NAVs and stock prices, under the symbol “XERHX,” or by calling the Depositary at (888) 396-7866 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays).

The Offer is being made by the Fund to all Shareholders and is not conditioned upon Shareholders tendering in the aggregate any minimum number of Shares. However, a Shareholder wishing to accept the Offer is required to tender at least 20% of the Shares owned by the Shareholder and attributed to the Shareholder for federal income tax purposes under Section 318 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of purchase of Shares by the Fund pursuant to the Offer. There may be adverse tax consequences to a tendering Shareholder who tenders fewer than all Shares owned by such Shareholder. See Section 14 concerning the tax consequences of tendering Shares.

If more than 519,163 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering Shareholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis, in proportion to the number of Shares duly tendered by or on behalf of each Shareholder (and not so withdrawn). If Shares duly tendered by or on behalf of a Shareholder include Shares held pursuant to the Fund’s Dividend Reinvestment Plan, the proration will be applied first with respect to other Shares tendered and only thereafter, if and as necessary, with respect to Shares held pursuant to that Plan. The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 519,163 Shares having been tendered.

On June 15, 2005 there were 10,383,263 Shares issued and outstanding, and there were approximately 73 holders of record of Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held Shares in nominee name on behalf of multiple beneficial owners.

2. Purpose of the Offer; Plans or Proposals of the Fund.

The purpose of the Offer is to fulfill an undertaking made in connection with the initial public offering of the Shares, as set forth in the Fund’s Prospectus dated April 27, 2004 (the “Prospectus”). In the Prospectus, the Fund indicated that, in recognition of the possibility that the Shares might trade at a discount to NAV, the Fund’s Board of Trustees (the “Board of Trustees” or the “Board”) had determined that it would be in the interest of Shareholders to take action to attempt to reduce or eliminate a market value discount from NAV.

In this regard, the Board of Trustees has committed in the Prospectus to make tender offers for the Fund’s common shares under certain circumstances and subject to certain conditions. Beginning six to eight months after the Fund’s commencement of operations (for a total of eight consecutive calendar quarters), in the event that the Fund’s common shares trade at a discount to net asset value of greater than 5% for fifteen of twenty days during a predetermined measurement period (initially the twenty-first through fortieth trading days of a quarter) (the “measurement period”), the Fund under normal circumstances, will make offers to purchase up to 5% of its outstanding common shares at their net asset value from all beneficial shareholders. The Fund will not undertake a tender offer if the Fund’s common shares are not trading at a discount to net asset value of greater than 5% for the requisite number of days. The Board reserves the right to modify the conditions described in this paragraph in light of experience. The Fund effected its initial tender offer in the fourth calendar quarter of 2004 and its second tender offer in the first calendar quarter of 2005.

2

For the second calendar quarter of 2005, the predetermined measurement period to determine whether a tender offer was required to be conducted in this calendar quarter commenced on April 29, 2005 and ended on May 26, 2005. During the measurement period, the average trading price of the Shares was approximately $19.70 per Share and the average NAV per Share was approximately $22.77, reflecting an average discount during the measurement period of 13.48%. As of the close of business on May 19, 2005, the Fund had traded at a discount of greater than 5 percent for at least 15 days during the measurement period. As a result, the Advisor recommended that the Board consider conducting a tender offer for up to 5% of the Fund’s Shares. At a meeting on June 16, 2005, the Board considered this recommendation and reviewed information provided to them relating to the same and approved a tender offer by the Fund. Accordingly, the Fund is conducting its third tender offer pursuant to the Evergreen Enhanced Liquidity Plan as described in its Prospectus (the “Offer”).

In addition, the Board may consider from time to time open market repurchases of the Fund’s outstanding common shares. The Board may also consider other steps to reduce or eliminate the Fund’s market value discount from NAV. There can be no assurance that the Board will authorize any such action. There can also be no assurance that the Offer, other share tender offers, share repurchases or other steps will result in the Shares trading at a price that approximates or is equal to their NAV. The market price of the Shares will be determined by, among other things, the relative demand for and supply of Shares in the market, the Fund’s investment performance, the Fund’s dividends and yield, and investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives.

Except as set forth above, as referred to in Section 7 or the last paragraph of Section 10, or in connection with the operation of the Fund’s Dividend Reinvestment Plan, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in (a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries; (b) other than in connection with transactions in the ordinary course of the Fund’s operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (c) any material change in the Fund’s present dividend rate or policy, or indebtedness or capitalization of the Fund; (d) any change in the composition of the Board or management of the Fund, including, but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer; (e) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in the Fund’s investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended (the “1940 Act”); (f) any class of equity securities of the Fund to be delisted from a national securities exchange or to cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”); (h) the suspension of the Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (j) any changes in the Fund’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund.

3. Certain Conditions of the Offer.

Notwithstanding any other provision of the Offer or the Prospectus, the policy of the Board, which may be changed by the Board, is that the Fund will not purchase Shares pursuant to the Offer if (a) such purchases would impair the Fund’s status as a regulated investment company under the Federal tax laws (which would make the Fund a taxable entity, causing the Fund’s income to be taxed at the corporate level in addition to the taxation of Shareholders who receive dividends from the Fund); (b) the Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Fund’s investment objective and policies in order to purchase tendered common shares; (c) such action would result in the Fund failing to satisfy the AMEX’s minimum listing requirements (the market value of the outstanding publicly held Shares must be at least $10,000,000 and the Evergreen closed-end funds that are listed on the AMEX as a group (including the Fund) must have an average market value of publicly held shares or net assets of at least $15,000,000 and a total market value of publicly held shares or net assets as a group of at least $75,000,000); or (d) there is, in the judgment of the Board of Trustees, any (1) legal action or proceeding instituted or threatened challenging the tender offer or otherwise materially

3

adversely affecting the Fund; (2) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States, which is material to the Fund; (3) limitation imposed by Federal or state authorities on the extension of credit by lending institutions; (4) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States which is material to the Fund; (5) suspension of or limitation on prices for trading securities generally on the AMEX or any foreign exchange on which portfolio securities of the Fund are traded; (6) other event or condition that would have a material adverse effect on the Fund or its shareholders if tendered common shares were purchased; or (7) the Board determines that effecting the transaction would constitute a breach of their fiduciary duty owed the Fund or its stockholders. Thus, there can be no assurance that the Board of Trustees will proceed with any tender offer. The Board of Trustees may modify these conditions in light of circumstances existing at the time or in light of experience.

The foregoing conditions are for the Fund’s sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 3 shall be final and binding.

The Fund reserves the right, at any time during the duration of the Offer, to amend, extend or terminate the Offer in any respect. See Section 15.

4. Procedures for Tendering Shares.

a. Proper Tender of Shares.

For Shares to be properly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), all Shares actually, or as determined under Section 318 of the Code constructively, owned by the tendering Shareholder to be tendered (see Sections 1 and 14) (in proper certificated or uncertificated form), and any other documents required by the Letter of Transmittal must be received by the Depositary at the appropriate address set forth on the back cover of this Offer before 5:00 p.m. Eastern Time on the Expiration Date. Those Shareholders who tender less than all of their Shares must include in the Letter of Transmittal (or facsimile thereof) a representation stating that such Shareholder is tendering less than all, but at least 20%, of the Shares owned by such Shareholder or attributed to such Shareholder under Section 318 of the Code pursuant to the Offer. Letters of Transmittal and certificates representing tendered Shares should not be sent or delivered to the Fund. Shareholders who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf.

Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to tender Shares in a partial tender offer for such person’s own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a net long position equal to or greater than the amount tendered in (1) Shares and will deliver or cause to be delivered such Shares for the purpose of tender to the Fund within the period specified in the Offer, or (2) an equivalent security and, upon the acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering Shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering Shareholder’s representation that the Shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4.

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b. Signature Guarantees and Method of Delivery.

No signature guarantee is required if (1) the Letter of Transmittal is signed by the registered holder(s) (including, for purposes of this document, any participant in The Depository Trust Company (“DTC”) book-entry transfer facility whose name appears on DTC’s security position listing as the owner of Shares) of the Shares tendered thereby, unless such holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in the Letter of Transmittal or (2) the Shares tendered are tendered for the account of a firm (an “Eligible Institution”) which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of the Letter of Transmittal.

If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered without alteration, enlargement or any change whatsoever.

If any of the Shares tendered thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

If any of the tendered Shares are registered in different names (including Shares constructively owned by the tendering Shareholder as determined under Section 318 of the Code which must also be tendered; see Sections 1 and 14), it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

If the Letter of Transmittal or any certificates for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted.

If the Letter of Transmittal is signed by the registered holder(s) of the Shares transmitted therewith, no endorsements of certificates or separate stock powers with respect to such Shares are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See Section 6.

c. Dividend Reinvestment Plan.

EquiServe Trust Company, N.A., the Fund’s Transfer Agent, holds Shares in uncertificated form for certain Shareholders pursuant to the Fund’s Dividend Reinvestment Plan. See Section 1 concerning the manner in which any necessary proration will be made.

d. Book-Entry Delivery.

The Depositary has established an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of tendered Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfers. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at DTC, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), or an Agent’s Message (as defined below) in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary prior to 5:00 p.m. Eastern Time on the Expiration Date at one of its addresses set forth on the back cover of this Offer, or the tendering Shareholder must comply with the guaranteed delivery procedures described below.

The term “Agent’s Message” means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) which

5

states that (1) DTC has received an express acknowledgment from the DTC participant tendering the Shares that are the subject of the Book-Entry Confirmation, (2) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal, and (3) the Fund may enforce such agreement against the DTC participant.

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

e. Guaranteed Delivery.

Notwithstanding the foregoing, if a Shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 p.m. Eastern Time on the Expiration Date, or a Shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such Shareholder’s Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

(1)	the tender is made by or through an Eligible Institution; and
(2)	a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 pm Eastern Time on the Expiration Date; and
(3)	the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent’s Message), and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the second AMEX trading day after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the Shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount.

Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent’s Message, and any other documents required by the Letter of Transmittal.

f. Determinations of Validity.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or Shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer shall be final and binding.

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NEITHER THE FUND, ITS BOARD OF TRUSTEES, THE ADVISOR, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

g. United States Federal Income Tax Withholding.

To prevent the imposition of U.S. federal backup withholding tax equal to 28% of the gross payments made pursuant to the Offer, prior to such payments each Shareholder accepting the Offer who has not previously submitted to the Fund a correct, completed and signed Internal Revenue Service (“IRS”) Form W-9 (“Form W-9”) (for U.S. Shareholders) or IRS Form W-8BEN (“Form W-8BEN”) (or, if appropriate, Form W-8IMY (“Form W-8IMY”)) (for non-U.S. Shareholders), or otherwise established an exemption from such withholding, must submit the appropriate form to the Depositary. See Section 14.

Under certain circumstances (see Section 14), the Depositary will withhold a tax equal to 30% of the gross payments payable to a non-U.S. Shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. (Exemption from backup withholding tax does not exempt a non-U.S. Shareholder from the 30% withholding tax.) For this purpose, a “Non-U.S. Shareholder”, is, in general, a Shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

The Depositary will determine a Shareholder’s status as a Non-U.S. Shareholder and the Shareholder’s eligibility for a reduced rate of, or an exemption from, withholding by reference to any outstanding certificates or statements concerning such eligibility, unless facts and circumstances indicate that such reliance is not warranted. A Non-U.S. Shareholder that has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such Shareholder may be eligible should consider doing so in order to avoid over-withholding. See Section 14.

5. Withdrawal Rights.

At any time prior to 5:00 p.m. Eastern Time on the Expiration Date, and, if the Shares have not by then been accepted for payment by the Fund, at any time after August 16, 2005, any Shareholder may withdraw all, but not fewer than all, of the Shares that the Shareholder has tendered.

To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at the appropriate address set forth on the back cover of this Offer. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 380-3388 (confirm by telephone at (781) 843-1833 extension 200), and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution.

All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 4 prior to 5:00 p.m. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 5, tenders of Shares made pursuant to the Offer will be irrevocable.

7

NEITHER THE FUND, ITS BOARD OF TRUSTEES, THE ADVISOR, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

6. Payment for Shares.

For purposes of the Offer, the Fund will be deemed to have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 5 pursuant to the Offer) when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary, which will make payment to Shareholders promptly as directed by the Fund. The Fund will not pay interest on the purchase price under any circumstances.

In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of: (a) a Letter of Transmittal properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form), and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering Shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such person of such Shares will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 3.

Any tendering Shareholder or other payee who has not previously submitted a correct, completed and signed Form W-8BEN (or, if appropriate, Form W-8IMY) or Form W-9, as necessary, and who fails to complete fully and sign either the Form W-8BEN (or, if appropriate, Form W-8IMY) or Substitute Form W-9 accompanying the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 28% of the gross proceeds paid to such Shareholder or other payee pursuant to the Offer. See Section 14 regarding this tax as well as possible withholding at the rate of 30% (or lower applicable treaty rate) on the gross proceeds payable to tendering Non-U.S. Shareholders.

7. Source and Amount of Funds.

The total cost to the Fund of purchasing 519,163 of its issued and outstanding Shares pursuant to the Offer would be $12,340,505 (based on a price per Share of $23.77, the NAV as of the close of the regular trading session of the NYSE on June 15, 2005). On June 15, 2005, the aggregate value of the Fund’s net assets was $246,828,664.

To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then, if necessary, from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by the Advisor, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. The Fund reserves the right to finance a portion of the Offer through temporary borrowing, although it does not currently intend to do so.

The purchase of Shares by the Fund will decrease the net assets of the Fund and, therefore, have the effect of increasing the Fund’s expense ratio. In addition, the purchases may have an adverse effect on the Fund’s investment performance.

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Because the Fund may sell portfolio securities to raise cash for the purchase of Shares while the Offer is pending, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents, which would tend to decrease the Fund’s net income. As of June 15, 2005, cash and cash equivalents constituted approximately 5.82% of the Fund’s total assets.

Under some market circumstances, it may be necessary for the Fund to raise cash by liquidating portfolio securities in a manner that could reduce the market value of such securities and, thus, reduce both the NAV of the Shares and the proceeds from the sale of such securities. Liquidating portfolio securities, if necessary, may also lead to the premature disposition of portfolio investments and additional transaction costs. Depending upon the timing of such sales, any such decline in NAV may adversely affect any tendering Shareholders whose Shares are accepted for purchase by the Fund, as well as those Shareholders who do not sell Shares pursuant to the Offer. Shareholders who retain their Shares may be subject to certain other effects of the Offer. See Section 11.

8. Price Range of Shares; Dividends/Distributions.

The following table sets forth, for the periods indicated, the high and low NAVs per Share and the high and low closing sale prices per Share as reported on the AMEX, and the amounts of cash dividends/distributions per Share paid during such periods.

	Net Asset Value				Market Price
									Dividends/ Distributions
	High		Low		High		Low
Fiscal Year (ending August 31, 2004)
1st Quarter		N/A*		N/A*		N/A*		N/A*		N/A*
2nd Quarter		N/A*		N/A*		N/A*		N/A*		N/A*
3rd Quarter	$	18.95	$	18.25	$	20.01	$	20.01	$	—
4th Quarter	$	19.76	$	18.76	$	19.76	$	17.00	$	0.3000
Fiscal Year (ending August 31, 2005)
1st Quarter	$	22.31	$	19.81	$	19.81	$	18.01	$	0.3000
2nd Quarter	$	23.54	$	22.02	$	20.89	$	19.78	$	0.6600
3rd Quarter	$	23.34	$	22.19	$	20.95	$	19.32	$	0.3000

*The Fund commenced operations on April 30, 2004.

As of the close of business on June 15, 2005, the Fund’s NAV was $23.77 per Share, and the high, low and closing prices per Share on the AMEX on that date were $20.89, $20.65 and $20.71, respectively. During the time the Offer is pending, current NAV quotations can be obtained by contacting the Depositary in the manner indicated in Section 1.

The tendering of Shares, unless and until Shares tendered are accepted for payment and purchase, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund.

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9. Selected Financial Information.

Set forth below is a summary of selected financial information for the Fund as of and for the fiscal year ended August 31, 2004 as well as for the six-month period ended February 28, 2005. The information with respect to the fiscal year ended August 31, 2004 has been excerpted from the Fund’s audited financial statements contained in its Annual Report to Shareholders, a copy of which was filed with the Securities and Exchange Commission (the “SEC”) on Form N-CSR on November 9, 2004 (Accession No. 0000936772-04-000227); those audited financial statements are incorporated herein by reference. The information with respect to the six-month period ended February 28, 2005 has been excerpted from the Fund’s unaudited financial statements contained in its Semi-Annual Report to Shareholders, a copy of which was filed with the SEC on Form N-CSR/A on May 6, 2005 (Accession No. 0000936772-05-000114); those unaudited financial statements are incorporated herein by reference. Both the Annual as well as the Semi-Annual Reports were previously provided to Shareholders. The Reports are available on the EDGAR Database on the SEC’s Web site at http://www.sec.gov. You may also request a copy of both Reports at no charge by calling 1-800-343-2898 between 8:30 a.m. and 5:30 p.m., Eastern time, on any business day. The summary of selected financial information set forth below is qualified in its entirety by reference to such statements and the financial information, the notes thereto and related matter contained therein.

Please note that the financial information for the six-month period ended February 28, 2005 does not reflect the results of the tender offer concluded by the Fund on April 22, 2005, pursuant to which 546,487 shares of the Fund were purchased by the Fund at the NAV per share as of April 21, 2005 for a total purchase price of $12,361,536.

SUMMARY OF SELECTED FINANCIAL INFORMATION

For the Periods Indicated Below

	Six Months Ended February 28, 2005 (Unaudited)			Year Ended August 31, 2004 (Audited) (a)
STATEMENT OF ASSETS AND LIABILITIES
(AT END OF PERIOD)
Total assets	$	358,823,785		$	348,443,690
Total liabilities	$	26,694,178		$	41,060,232
Preferred shares at redemption value	$	80,159,904		$	80,055,663
Net assets	$	251,969,703		$	227,327,795
Net asset value per Share	$	23.05		$	19.76
Shares outstanding		10,929,750			11,505,000
STATEMENT OF OPERATIONS
Investment income	$	9,669,802		$	9,907,003
Net expenses	$	1,908,983		$	(968,720	)
Net investment income	$	7,760,819		$	8,938,283
Net gain (loss) on investment transactions	$	9,911,722		$	3,776,166
Dividends to preferred shareholders	$	(861,394	)	$	237,018
Net increase (decrease) in net assets from operations	$	48,330,703		$	12,477,431

(a)   For the period from April 30, 2004 (commencement of operations), to August 31, 2004.

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SELECTED DATA FOR A SHARE OF COMMON STOCK
OUTSTANDING THROUGHOUT EACH PERIOD

	Six Months Ended February 28, 2005 (Unaudited)			Year Ended August 31, 2004 (Audited) (a)
Income From Investment Operations
Net investment income		0.57			0.77
Net realized and unrealized gain (loss) on investment transactions		3.68			0.32
Net increase (decrease) in net asset value from operations		4.25			1.09
Dividends and Distributions
Dividends from net investment income		(0.96	)		(0.30	)
Total dividends and distributions		(0.96	)		(0.30	)
Offering costs charged to capital		0			(0.13	)
Net asset value, end of period	$	23.05		$	19.76
Market value, end of period	$	20.70		$	18.29
TOTAL INVESTMENT RETURN
Total investment return based on:
Market value (b)		18.62%			(7.05%	)
RATIOS
Expenses to average net assets (c)		1.56%(e	)		1.31%(e	)
Expenses to average net assets excluding interest expense (d)		1.22%(e	)		1.02%(e	)
Net investment income to average net assets		6.36%(e	)		12.05%(e	)

(a)	For the period from April 30, 2004 (commencement of operations), to August 31, 2004.
(b)	Total return is calculated assuming a purchase of common stock on the first day and a sale of common stock on the last day of the period reported. Dividends and distributions are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions or sales charges.
(c)	The ratio of expenses to average net assets excludes expense reductions.
(d)	The ratio of expenses to average net assets excludes interest expense and expense reductions.
(e)	Annualized.

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10. Interest of Trustees, Executive Officers and Certain Related Persons.

The Trustees and executive officers of the Fund and the approximate aggregate number and percentage of the Shares each of them beneficially owns is set forth in the table below. The address of each of them is in care of the Fund at 200 Berkeley Street, Boston, Massachusetts 02116-5034, Telephone: 1-800-343-2898. As of June 1, 2005, the Trustees and officers of the Fund as a group beneficially owned less than 1% of the Shares. As of June 1, 2005 the Advisor owned 5,000 Shares.

Name and Position	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Gerald M. McDonnell, Trustee		100		0.001	%
Richard J. Shima, Trustee		800		0.008	%
David M. Richardson, Trustee		2,040		0.020	%
Richard K. Wagoner, Trustee		100		0.001	%

Pursuant to an Investment Advisory and Management Agreement dated as of March 18, 2004 with the Advisor (the “Advisory Agreement”), the Fund employs the Advisor to manage the investment of the assets of the Fund. The Advisor, whose business address and telephone numbers are 200 Berkeley Street, Boston, Massachusetts 02116-5034 and 800-225-1587, has been the Fund’s investment adviser since the Fund’s commencement of operations. The Advisor is a wholly owned subsidiary of Wachovia Bank, N.A. Wachovia Bank, N.A., located at 201 South College Street, Charlotte, North Carolina 28288-0630, is a subsidiary of Wachovia Corporation, formerly First Union Corporation.

For services provided by the Advisor under the Advisory Agreement, the Fund pays the Advisor monthly, as compensation for the services rendered and expenses paid by it, an annual fee equal to 0.60% of the Fund’s average daily Total Assets. “Total Assets” means the net assets of the Fund (plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets). Because the fee paid to the Advisor is determined on the basis of the Fund’s Total Assets, the Advisor’s interest in determining whether to leverage the Fund may differ from the interests of the Fund. The Fund’s average daily Total Assets are determined for the purpose of calculating the management fee by taking the average of all the daily determinations of Total Assets during a given calendar month. The fees are payable for each calendar month as soon as practicable after the end of that month. During the fiscal year ended August 31, 2004, the Fund paid to the Advisor fees totaling $534,261 pursuant to the Advisory Agreement.

The Fund effected an initial tender offer that expired on January 24, 2005 pursuant to which 575,250 Shares were accepted on January 27, 2005 for purchase at a price of $22.08 per share, which was the NAV of such shares as of January 25, 2005. The Fund effected a second tender offer that expired on April 20, 2005 pursuant to which 546,487 Shares were accepted on April 22, 2005 for purchase at the price of $22.62 per share, which was the NAV of such shares as of April 21, 2005. Based upon the Fund’s records and upon information provided to the Fund, except as described in this Section 10, there have not been any other transactions in Shares that were effected during the past sixty days by any Trustee or executive officer of the Fund, any person controlling the Fund, any director or executive officer of any corporation or other person ultimately in control of the Fund, any associate or minority-owned subsidiary of the Fund or any executive officer or director of any subsidiary of the Fund. Based upon information provided or available to the Fund, no Trustee, officer or affiliate of the Fund intends to tender Shares pursuant to the Offer. The Offer does not, however, restrict the purchase of Shares pursuant to the Offer from any such person.

Except as set forth in this Offer, neither the Fund, nor, to the best of the Fund’s knowledge, any of the Fund’s officers or Trustees, nor any of the officers or directors of any of its subsidiaries, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

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11. Certain Effects of the Offer.

The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Shareholders who do not tender Shares. All Shareholders remaining after the Offer will be subject to any increased risks associated with the reduction in the number of outstanding Shares and the reduction in the Fund’s assets resulting from payment for the tendered Shares, such as any greater volatility due to decreased portfolio diversification and proportionately higher expenses. Under certain circumstances, the need to raise cash in connection with the purchase of Shares pursuant to the Offer may have an adverse effect on the Fund’s NAV and/or income per Share. See Section 7. All Shares purchased by the Fund pursuant to the Offer will be retired and thereafter will be authorized and unissued Shares.

12. Certain Information about the Fund.

The Fund was organized as a statutory trust under the laws of the State of Delaware on February 4, 2004 and is registered as a non-diversified, closed-end management investment company under the 1940 Act. Under normal market conditions, the Fund will invest at least 80% of its net assets in securities of utilities companies (water, gas, electric and telecommunications companies) and in U.S. dollar-denominated non-investment grade debt securities. The Fund allocates its assets between two separate investment strategies. Under normal market conditions, the Fund allocates approximately 70% of its total assets to an investment strategy that focuses on common, preferred and convertible preferred stocks and convertible debentures of utility companies (water, gas, electric and telecommunications companies), and approximately 30% of its total assets to an investment strategy that focuses on U.S. dollar-denominated non-investment grade bonds, debentures, and other income obligations.

Reference is made to Sections 2, 8 and 9 and to the financial statements referred to in Section 9.

The principal executive office and business address of the Fund is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034. The Fund’s business telephone number is 1-800-343-2989.

13. Additional Information.  

Since September 2003, governmental and self-regulatory authorities have instituted numerous ongoing investigations of various practices in the securities and mutual fund industries, including investigations relating to revenue sharing, market-timing, late trading and record retention, among other things. The investigations cover investment advisors, distributors and transfer agents to mutual funds, as well as other firms. Wachovia Corporation (the Advisor’s parent) and/or certain of its subsidiaries (including the Advisor) have received subpoenas and other requests for documents and testimony relating to these investigations, are endeavoring to comply with those requests and are cooperating with the investigations. Wachovia Corporation and its subsidiaries, including the Advisor, are continuing their own internal review of policies, practices, procedures and personnel, and are taking remedial actions where appropriate.

In connection with one of these investigations, on July 28, 2004, the staff of the SEC informed the Advisor, Evergreen Investment Services, Inc. (“EIS”), the Fund’s administrator, and Evergreen Service Company, LLC (“ESC”) (collectively, “Evergreen”) that the staff intends to recommend to the SEC that it institute an enforcement action against Evergreen. The SEC staff’s proposed allegations relate to (i) an arrangement pursuant to which a broker at one of the Advisor’s affiliated broker-dealers had been authorized, apparently by an officer of the Advisor (no longer with the Advisor), to engage in short-term trading, on behalf of a client, in Evergreen Mid Cap Growth Fund (formerly Evergreen Small Company Growth Fund and Evergreen Emerging Growth Fund) during the period December, 2000, through April, 2003, in excess of the limitations set forth in the fund’s prospectus, (ii) short-term trading from September, 2001, through January, 2003, by a former Evergreen portfolio manager of Evergreen Precious Metals Fund, a fund he managed at the time, (iii) the sufficiency of systems for monitoring exchanges and enforcing exchange limitations as stated in the funds’ prospectuses, and (iv) the adequacy of e-mail retention practices. In connection with the activity in Evergreen Mid Cap Growth Fund, the Advisor reimbursed the fund $378,905, plus an additional $25,242, representing what the Advisor calculated at that time to be the client’s net gain and the fees earned by the Advisor and the expenses incurred by the fund on the client’s account. In connection with the activity in Evergreen Precious Metals Fund, the Advisor reimbursed the fund $70,878, plus an additional $3,075, representing what the Advisor calculated at that time to be the portfolio manager’s net gain and the fees earned by the Advisor and expenses incurred by the fund on the portfolio manager’s account. Evergreen is currently engaged in discussions with the staff of the SEC concerning its recommendation.

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Any resolution of these matters with regulatory authorities may include, but not be limited to, sanctions, penalties or injunctions regarding Evergreen, restitution to mutual fund shareholders and/or other financial penalties and structural changes in the governance or management of Evergreen’s mutual fund business. Any penalties or restitution will be paid by Evergreen and not by the Evergreen funds.

Wachovia Corporation also is cooperating with governmental and self-regulatory authorities in matters relating to the brokerage operations of Prudential Financial, Inc. (“Prudential”) that were included in Wachovia Corporation’s retail brokerage combination with Prudential. Under the terms of that transaction, Wachovia Corporation is indemnified by Prudential for liabilities relating to those matters.

In addition, the Evergreen funds and the Advisor and certain of its affiliates are involved in various legal actions, including private litigation and class action lawsuits. The Advisor does not expect that any of such legal actions currently pending or threatened will have a material adverse impact on the financial position or operations of any of the Evergreen funds or on the Advisor’s ability to provide services to the Evergreen funds.

Based on information currently available, advice of counsel, available insurance coverage and established reserves, Wachovia Corporation believes that the eventual outcome of the actions against Wachovia Corporation and/or its subsidiaries, including the matters described above, will not, individually or in the aggregate, have a material adverse effect on Wachovia Corporation’s consolidated financial position or results of operations or on its subsidiaries, including the Advisor. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to Wachovia Corporation’s results of operations for any particular period, including for that of the Advisor.

Evergreen does not believe the foregoing investigations nor any pending or threatened legal actions will have a material adverse impact on the Evergreen funds, including the Fund.

An Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) including the exhibits thereto, filed with the SEC, provides information relating to the Offer, and may be inspected and copied at the prescribed rates at the SEC’s public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the Schedule TO and the exhibits are available on the EDGAR Database on the SEC’s Web site at http://www.sec.gov and copies of this information may also be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov or by writing the SEC’s Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.

14. Certain United States Federal Income Tax Consequences.

The following discussion is a general summary of the U.S. federal income tax consequences of a sale of Shares pursuant to the Offer based on current U.S. federal income tax law, including applicable Treasury regulations and IRS rulings as of the date of this Offer to Purchase. These tax laws may be changed or subject to new interpretations by the courts or the IRS retroactively or prospectively. No attempt is made to present an explanation of all U.S. federal income tax consequences of the sale of shares pursuant to the Offer, and the discussion set forth herein does not constitute tax advice. Each Shareholder, in particular any Shareholder subject to special tax rules (for example, dealers, banks, insurance companies, among others), should consult the Shareholder’s tax advisor for a full understanding of the tax consequences of such a sale, including potential state, local and foreign taxation by jurisdictions of which the Shareholder is a citizen, resident or domiciliary. In view of the requirement of the Offer that a tendering Shareholder must tender, or cause the tender of, at least 20% of the Shares owned by the Shareholder and the Shares attributed to the Shareholder under Section 318 of the Code as of the date of purchase of Shares by the Fund pursuant to the Offer, tax advisors should also be consulted regarding the application of the constructive ownership rules of Section 318. In general, Section 318 provides that Shares owned by certain family members of a tendering Shareholder, and by certain entities in which the Shareholder has a direct or indirect interest, are treated as owned by the Shareholder for purposes of determining the federal income tax consequences of a sale of Shares pursuant to the Offer. This discussion also assumes that the tender will be conducted and the purchase of sales consummated in accordance with the terms of the Offer, including the requirement that no Shareholder will tender less than 20% of the Shares owned by the Shareholder and the Shares attributed to the Shareholder under Section 318 of the Code as of the date of purchase of Shares by the Fund pursuant to the Offer.

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For purposes of this discussion, the term “U.S. Shareholder” refers to a Shareholder who is a citizen and/or resident of the U.S., or a corporation, partnership or other entity created or organized in or under the laws of the U.S. or any political subdivision thereof, or estate the income of which is subject to U.S. federal income taxation regardless of the source of such income, or trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more United States persons have the authority to control all substantial decisions of the trust. The term “Non-U.S. Shareholder” refers to a Shareholder who is not a U.S. Shareholder.

Based on the foregoing and subject to the limitations stated, it is the opinion of Ropes & Gray LLP that the following discussion of federal income tax consequences of selling Shares to the Fund pursuant to the Offer is materially accurate.

U.S. Shareholders.   Although not free from doubt, a U.S. Shareholder who tenders at least 20% of the Shares owned by such Shareholder (or attributed to the Shareholder under Section 318 of the Code) should realize capital gain or loss on sale of the Shares tendered so long as (A) the Shareholder holds such Shares as capital assets and (B) the Shareholder’s percentage ownership of the Fund (determined after applying the ownership attribution rules under Section 318 of the Code) is less than 5% after the tender and is reduced as a result of the tender. Such gain or loss will equal the difference between the price paid by the Fund for the Shares sold by the Shareholder pursuant to the Offer and the Shareholder’s adjusted tax basis in such Shares. The sale date of such Shares for tax purposes should be the date the Fund accepts Shares for purchase. The gain or loss will be treated as either long-term or short-term if the Shares have been held at that time for more than one year or for one year or less. Any such long-term capital gain realized by a non-corporate U.S. Shareholder will be taxed at a maximum federal income tax rate of 15%. This discussion does not address the tax treatment of a tendering Shareholder whose percentage ownership of the Fund (determined after applying the ownership attribution rules under Section 318 of the Code) immediately after the tender is 5% or more. Those Shareholders should consult their own tax advisors on the specific tax consequences to them of participating or not participating in the Offer.

In the unlikely event that a tendering Shareholder’s proportionate ownership of the Fund (determined after applying the ownership attribution rules under Section 318 of the Code) were not reduced as a result of the tender, or if for any other reason redemption of shares by a shareholder were not treated as a sale or exchange of the shares for federal income tax purposes, such Shareholder would be deemed to receive a distribution from the Fund with respect to the Shares held (or deemed held under Section 318 of the Code) by the Shareholder after the tender. The amount of this distribution would equal the price paid by the Fund to such Shareholder for the Shares sold. The distribution would be taxable as a dividend, i.e., as ordinary income, to the extent of the Fund’s current or accumulated earnings and profits allocable to such distribution. The adjusted basis of the Shares held (or deemed held under Section 318 of the Code) by the Shareholder after the tender would be increased by the Shareholder’s adjusted tax basis in the Shares sold in the tender and decreased by the portion of such distribution not treated as a dividend. If the portion of the distribution not treated as a dividend exceeded the adjusted tax basis of the Shares held (or deemed held under Section 318 of the Code) by the Shareholder after the tender (determined after increasing such basis by the adjusted tax basis of the Shares sold in the tender), such excess portion of the distribution would be a capital gain in the hands of the Shareholder. In the case of a tendering U.S. Shareholder that is a corporation treated as receiving a distribution from the Fund pursuant to the Offer, special basis adjustments may also apply with respect to any Shares of such U.S. Shareholder not repurchased pursuant to the Offer.

Provided that no tendering Shareholder is treated as receiving a dividend as a result of selling Shares pursuant to the Offer, Shareholders who do not sell Shares pursuant to the Offer will not realize constructive distributions on their Shares as a result of other Shareholders selling Shares in the Offer. In the event that any tendering Shareholder were deemed to receive a dividend, Shareholders whose proportionate ownership of the Fund increased as a result of the tender might be deemed to receive a constructive distribution in an amount equal to the increase in their proportionate ownership of the Fund as a result of the tender. Such constructive distribution would be treated as a dividend to the extent of current accumulated earnings and profits allocable to it.

Under the “wash sale” rules under the Code, a loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent a U.S. Shareholder acquires Shares within 30 days before or after the date the Shares are sold pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss.

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The Depositary may be required to withhold 28% of the gross proceeds paid to a U.S. Shareholder or other payee pursuant to the Offer unless either: (a) the U.S. Shareholder has completed and submitted to the Depositary a Form W-9 (or Substitute Form W-9), providing the U.S. Shareholder’s employer identification number or social security number as applicable, and certifying under penalties of perjury that: (a) such number is correct; (b) either (i) the U.S. Shareholder is exempt from backup withholding, (ii) the U.S. Shareholder has not been notified by the IRS that the U.S. Shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (iii) the IRS has notified the U.S. Shareholder that the U.S. Shareholder is no longer subject to backup withholding; or (c) an exception applies under applicable law. A Substitute Form W-9 is included as part of the Letter of Transmittal for U.S. Shareholders.

Non-U.S. Shareholders. The U.S. federal income taxation of a Non-U.S. Shareholder on a sale of Shares by it or other Shareholders pursuant to the Offer depends on the tax characterization of the transaction as either a sale of the Shares or a distribution by the Fund as well as whether this transaction is “effectively connected” with a trade or business carried on in the U.S. by the Non-U.S. Shareholder. Whether the proceeds received by a tendering Non-U.S. Shareholder will be treated for tax purposes as a sale of the Shares or distribution from the Fund will be determined in the same manner as discussed above for U.S. Shareholders. If the sale of Shares pursuant to the Offer is not effectively connected with a trade or business carried on in the U.S. by the Non-U.S. Shareholder, any gain realized by a Non-U.S. Shareholder upon the sale of Shares pursuant to the Offer will not be subject to U.S. federal income tax or to any U.S. tax withholding, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, all or a portion of the proceeds from the sale of Shares by a Non-U.S. Shareholder were treated as a distribution that is a dividend, or if a Non-U.S. Shareholder were otherwise treated as receiving a deemed distribution that is a dividend by reason of the Shareholder’s increase in its proportionate ownership of the Fund resulting from other Shareholders’ sale of Shares pursuant to the Offer, the dividend received or deemed received by the Non-U.S. Shareholder would be subject to withholding tax at a 30% rate (or such lower rate as may be applicable under a U.S. tax treaty). If any gain or dividend income realized by a Non-U.S. Shareholder as a result of the Offer is effectively connected with a trade or business carried on in the U.S. by the Non-U.S. Shareholder, such gain or dividend will be taxed in the same manner as if the Non-U.S. Shareholder were a U.S. Shareholder.

Non-U.S. Shareholders should provide the Depositary with a completed Form W-8BEN (or, if appropriate, Form W-8IMY) in order to avoid 28% backup withholding on the cash they receive from the Fund regardless of how they are taxed with respect to their tender of the Shares involved. A copy of Form W-8BEN (or, if appropriate, Form W-8IMY) is provided with the Letter of Transmittal for Non-U.S. Shareholders.

15. Amendments; Extension of Tender Period; Termination.

The Fund reserves the right, at any time during which the Offer is pending, to amend, extend or terminate the Offer in any respect. Without limiting the manner in which the Fund may choose to make a public announcement of such an amendment, extension or termination, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement, except as provided by applicable law (including Rule 14e-1(d) promulgated under the Exchange Act) and by the requirements of the AMEX (including the listing agreement with respect to the Shares).

Except to the extent required by applicable law (including Rule 13e-4(f)(1) promulgated under the Exchange Act), the Fund will have no obligation to extend the Offer. In the event that the Fund is obligated to, or elects to, extend the Offer, the purchase price for each Share purchased pursuant to the Offer will be the per Share NAV determined as of the close of the regular trading session of the NYSE on the date after the Expiration Date as extended. No Shares will be accepted for payment until on or after the new Expiration Date.

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16. Miscellaneous.

The Offer is not being made to, nor will the Fund accept tenders from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or “blue sky” laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude Shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of holders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund’s behalf by one or more brokers or dealers licensed under the laws of such jurisdiction.

EVERGREEN UTILITIES AND HIGH INCOME FUND

June 20, 2005

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EQUISERVE TRUST COMPANY, N.A., DEPOSITARY
		Telephone Number: (888) 396-7866 (For questions about the offer)
	By First Class Mail:	By Registered, Certified Or Express    Mail or Overnight Courier:	By Hand:
	EquiServe Trust Company, N.A. Attn: Corporate Actions  P.O. Box 859208 Braintree, MA 02185-9208	EquiServe Trust Company, N.A. Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184	EquiServe Trust Company, N.A 17 Battery Park Place. 11th Floor New York, NY 10004
EQUISERVE TRUST COMPANY, N.A., DISTRIBUTION AGENT Telephone Number: (732) 417-2653 (For additional tender offer materials) EquiServe Trust Company, N.A. Attn: Corporate Actions P.O. Box 43014 Providence, RI 02940-3014
EVERGREEN UTILITIES AND HIGH INCOME FUND June 20, 2005

EX-99.(A)(1)(II)

FORM OF LETTER OF TRANSMITTAL

to Accompany Common Shares, No Par Value

of

EVERGREEN UTILITIES AND HIGH INCOME FUND

Tendered Pursuant to the Offer to Purchase Dated June 20, 2005

THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME
ON JULY 22, 2005, UNLESS THE OFFER IS EXTENDED.
SHARES MAY BE WITHDRAWN AT ANY TIME BEFORE THE OFFER EXPIRES.

Depositary Telephone Number: (888) 396-7866

Depositary Addresses:

By First Class Mail:	By Registered, Certified Or Express Mail or Overnight Courier:	By Hand:
EquiServe Trust Company, N.A. Attn: Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208	EquiServe Trust Company, N.A. Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184	EquiServe Trust Company, N.A. 17 Battery Park Place 11th Floor  New York, NY 10004

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
Name(s) and Address(es) of Registered Owner(s)  (Please fill in, if blank, exactly the name(s) in which shares are registered)	Shares Tendered* (Attach Additional Signed List, if Necessary)

	Certificate Number(s)*   Total Shares  Tendered	Total Number of Shares Represented by Certificate(s)	Number of Shares Tendered**
Total Shares Owned                           ______
Tendered of Total Shares Owned     ______%

*	Need not be completed by Shareholders who tender Shares by book-entry transfer.
**	If the Shares tendered hereby are in certificate form, the certificates representing such Shares MUST be returned together with this Letter of Transmittal.  Unless otherwise indicated, it will be assumed that all Shares evidenced by certificates delivered to the Depositary are being tendered.

This Letter of Transmittal is to be used (a) if you desire to effect the tender transaction yourself, (b) if you intend to request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you and the Shares are not registered in the name of such broker, dealer, commercial bank, trust company or other nominee, and (c) by a broker, dealer, commercial bank, trust company or other nominee effecting the transaction as a registered owner or on behalf of a registered owner. To accept the Offer in accordance with its terms, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), any certificates representing Shares tendered, and any other documents required by this Letter of Transmittal, must be mailed or delivered to EquiServe Trust Company, N.A. (the “Depositary”) at an appropriate address set forth above and must be received by the Depositary prior to 5:00 p.m. Eastern Time on July 22, 2005, or such later time and date to which the Offer is extended, unless the tendering party has satisfied the conditions for guaranteed delivery described in Section 4(e) of the Offer to Purchase. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Depositary.

THE UNDERSIGNED ALSO TENDERS UNCERTIFICATED SHARES HELD IN THE NAME(S) OF THE UNDERSIGNED BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S DIVIDEND REINVESTMENT PLAN, IF ANY. CHECK THIS BOX o IF THERE ARE ANY SUCH SHARES.

o	THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY, SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.
	The boxes below are to be checked by eligible institutions only.
o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY (“DTC”) AND COMPLETE THE FOLLOWING:

NAME OF TENDERING INSTITUTION:  

DTC PARTICIPANT NUMBER:

o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

NAME(S) OF REGISTERED HOLDER(S):

WINDOW TICKET NUMBER (IF ANY):

DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:

NAME OF ELIGIBLE INSTITUTION WHICH GUARANTEED DELIVERY:

DTC PARTICIPANT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER):

NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The person(s) signing this Letter of Transmittal (the “Signor”) hereby tender(s) to Evergreen Utilities and High Income Fund, a non-diversified, closed-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Fund”), the above-described common shares, no par value (the “Shares”), of the Fund, for purchase by the Fund at a price (the “Purchase Price”) equal to the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange on July 25, 2005 (or, if the Offer as defined below is extended, on the date after the Expiration Date as defined in the Offer to Purchase) in cash, under the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2005, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which Offer to Purchase and Letter of Transmittal, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Subject to, and effective upon, acceptance for payment of, or payment for, Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the Signor hereby sells, assigns and transfers to, or upon the order of, the Fund, all right, title and interest in and to all of the Shares that are being tendered hereby that are purchased pursuant to the Offer, and hereby irrevocably constitutes and appoints EquiServe Trust Company, N.A. (the “Depositary”) as attorney-in-fact of the Signor with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) present certificate(s) for such Shares, if any, for cancellation and transfer on the Fund’s books and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions set forth in the Offer.

The Signor hereby represents and warrants that (i) the Signor, if a broker, dealer, commercial bank, trust company or other nominee, has obtained the tendering Shareholder’s instructions to tender pursuant to the terms and conditions of this Offer in accordance with the letter from the Fund to brokers, dealers, commercial banks, trust companies and other nominees; (ii) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (iii) on request, the Signor will execute and deliver any additional documents that the Depositary or the Fund deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (iv) the Signor has read and agrees to all of the terms and conditions of the Offer.

The name(s) and address(es) of the registered owner(s) should be printed as on the registration of the Shares. If the Shares tendered hereby are in certificate form, the certificate(s) representing such Shares must be returned together with this Letter of Transmittal.

The Signor recognizes that, under certain circumstances as set forth in the Offer to Purchase, the Fund may amend, extend or terminate the Offer or may not be required to purchase any of the Shares tendered hereby. In any such event, the Signor understands that certificate(s) for the Shares not purchased, if any, will be returned to the Signor at its registered address unless otherwise indicated under the Special Delivery Instructions below. The Signor recognizes that the Fund has no obligation, pursuant to the Special Payment Instructions set forth below, to transfer any Shares from the name of the registered owner thereof if the Fund purchases none of such Shares.

The Signor understands that acceptance of Shares by the Fund for payment will constitute a binding agreement between the Signor and the Fund upon the terms and subject to the conditions of the Offer.

The check for the purchase price of the tendered Shares purchased will be issued to the order of the Signor and mailed to the address indicated, unless otherwise indicated below in the box titled Special Payment Instructions or the box titled Special Delivery Instructions. The Fund will not pay interest on the purchase price under any circumstances.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Signor and all obligations of the Signor hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the Signor. Except as stated in the Offer, this tender is irrevocable.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price and/or return any Share certificates not accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price for any Shares purchased and/or return any Share certificates not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the Special Payment Instructions and the Special Delivery Instructions are completed, please issue the check for the purchase price and/or return any Share certificates not accepted for payment in the name of, and deliver such check and/or return any such Share certificates to, the person(s) so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if any certificate for Shares not purchased, and/or a check for the purchase price of Shares accepted for payment, is to be issued in the name of someone other than the undersigned. Issue:  o  Check to:           o  Certificate(s) to:		To be completed ONLY if any certificate for Shares not purchased, and/or a check for the purchase price of Shares accepted for payment and issued in the name of the registered owner(s), is to be sent to someone other than the registered owner(s) or to the registered owner(s) at an address other than that shown above.
Name(s) _____________________________________________		Issue:  o  Check to:           o  Certificate(s) to:
	(Please Print)	Name(s) _____________________________________________
Address(es)			(Please Print)
		Address(es)
(Include Zip Code)
(Tax Identification or Social Security Number(s))		(Include Zip Code)
		(Tax Identification or Social Security Number(s))

SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 5)
(Please See Substitute Form W-9)
(Please Print Except for Signature)

Must be signed by registered owner(s) exactly as Shares are registered. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 5. Signature guarantees are required in certain circumstances. See Instruction 1. By signing this Letter of Transmittal, you represent that you have read the entire Letter of Transmittal.

(Signature(s) Exactly as Shares Are Registered)

Dated   , 2005

Name(s)  

(Please Print Name(s) of Owner(s) Exactly as Shares Are Registered)

(Tax Identification or Social Security Number(s)) 

Daytime Telephone Number, including Area Code 

GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
(Please Print Except for Signature)

Authorized Signature  

Name 

Title 

Name of Firm 

Address
	(Include Zip Code)

Telephone Number, including Area Code 

Dated   , 2005

 INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures.

No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby (including, for purposes of this document, any participant in the book-entry transfer facility of The Depository Trust Company (“DTC”) whose name appears on DTC’s security position listing as the owner of Shares), unless such holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” included in this Letter of Transmittal, or (b) the Shares are tendered for the account of a firm (an “Eligible Institution”) which is a broker, dealer, commercial bank, credit union, savings association or other entity which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates.

This Letter of Transmittal is to be used (a) if Shares are to be forwarded herewith, (b) if uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made by book-entry transfer to the account maintained by the Depositary pursuant to the procedure set forth in Section 4 of the Offer to Purchase.

THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Shareholders have the responsibility to cause their Shares (in proper certificated or uncertificated form), this Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by this Letter of Transmittal to be timely delivered in accordance with the Offer.

The Fund will not accept any alternative, conditional or contingent tenders. All tendering Shareholders, brokers, dealers, commercial banks, trust companies and other nominees, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their tender.

3. Inadequate Space.

If the space provided in any of the boxes to be completed is inadequate, the necessary information should be listed on a separate schedule signed by all of the required signatories and attached hereto.

4. Tender of All Shares Held by the Stockholder.

A Shareholder wishing to accept the Offer must tender, or cause the tender of, at least 20% of the Shares owned by the Shareholder and the Shares attributed to the Shareholder for federal income tax purposes under Section 318 of the Internal Revenue Code of 1986, as amended, as of the date of purchase of Shares pursuant to the Offer. Shareholders should consult their tax advisors as to the application of the constructive ownership rules of Section 318. If more than 519,163 Shares are duly tendered prior to the expiration of the Offer (and not timely withdrawn), the Fund will purchase Shares from tendering Shareholders in accordance with the terms and subject to the conditions specified in the Offer to Purchase, on a pro rata basis in accordance with the number of Shares duly tendered by each Shareholder during the period the Offer is open (and not timely withdrawn), unless the Fund determines not to purchase any Shares. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering Shareholder.

5. Signatures on Letter of Transmittal, Authorizations and Endorsements.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names (including Shares attributed to the tendering Shareholder for Federal income tax purposes under Section 318 of the Code) on several certificates, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

If this Letter of Transmittal or any certificate for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes.

The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer, provided, however, that if (a) payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) unpurchased Shares are to be registered in the name(s) of, any person(s) other than the registered owner(s), or (b) if any tendered certificate(s) are registered, or the Shares tendered are otherwise held, in the name(s) of any person(s) other than the registered owner, the amount of any transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

7. Special Payment and Delivery Instructions.

If certificate(s) for unpurchased Shares and/or check(s) are to be issued in the name of a person other than the registered owner(s) or if such certificate(s) and/or check(s) are to be sent to someone other than the registered owner(s) or to the registered owner(s) at a different address, the captioned boxes “Special Payment Instructions” and/or “Special Delivery Instructions” in this Letter of Transmittal must be completed. Please note that in the case of issuance in a different name, the tax identification number of the person named must also be indicated.

8. Determinations of Validity.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase or pay for, any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or Shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding.

NEITHER THE FUND, ITS BOARD OF TRUSTEES, THE ADVISOR, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

9. Questions and Requests for Assistance and Additional Copies.

Questions and requests for assistance may be directed to the Depositary at the mailing address provided above or by telephoning (888) 396-7866. Requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to EquiServe Trust Company, N.A., the Distribution Agent, by telephoning (732) 417-2653. Shareholders who do not own Shares directly may also obtain such information and copies from their broker, dealer, commercial bank, trust company or other nominee. Shareholders who do not own Shares directly are required to tender their Shares through their broker, dealer, commercial bank, trust company or other nominee and should NOT submit this Letter of Transmittal to the Depositary.

10. Restriction on Short Sales.

Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14e-4 promulgated thereunder, make it unlawful for any person, acting alone or in concert with others, to tender Shares in a partial tender offer for such person’s own account unless at the time of tender, and at the time the Shares are accepted for payment, the person tendering has a “net long position” equal to or greater than the amount tendered in (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the person making the Offer within the period specified in the Offer, or (b) an equivalent security and, upon acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering Shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering Shareholder’s representation that the Shareholder has a “net long position” in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4.

11. Backup Withholding Tax.

Under the U.S. federal income tax laws, the Depositary may be required to withhold 28% of the amount of any payment made to certain holders pursuant to the Offer. In order to avoid such backup withholding tax, each tendering U.S. Shareholder who has not already submitted a correct, completed and signed Form W-9 or Substitute Form W-9 to the Fund should provide the Depositary with the Shareholder’s correct taxpayer identification number (“TIN”) by completing a Substitute Form W-9, a copy of which is included in this Letter of Transmittal. In general, if a U.S. Shareholder is an individual, the TIN is the individual’s Social Security number. If the Depositary is not provided with the correct TIN, the U.S. Shareholder may be subject to a penalty imposed by the Internal Revenue Service. Certain U.S. Shareholders (including, among others, all U.S. corporations) are not subject to these backup withholding and reporting requirements, but should nonetheless complete a Substitute Form W-9 to avoid the possible erroneous imposition of a backup withholding tax.

In order for a non-U.S. Shareholder to avoid the 28% backup withholding tax, the non-U.S. Shareholder must submit a statement to the Depositary signed under penalties of perjury attesting as to its non-U.S. status. A copy of Form W-8BEN and Form W-8IMY and instructions for completing those forms are enclosed for such Shareholders.

Backup withholding tax is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding tax will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, the Shareholder may claim a refund from the Internal Revenue Service. All Shareholders are urged to consult their own tax advisors as to the specific tax consequences to them of the Offer.

The tax information set forth above is included for general information only and may not be applicable to the situations of certain taxpayers.

12. Withdrawal Rights.

At any time prior to 5:00 p.m. Eastern Time on the Expiration Date, and, if the Shares have not by then been accepted for payment by the Fund, at any time after August 16, 2005, any Shareholder may withdraw all, but not fewer than all, of the Shares that the Shareholder has tendered.

To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at the appropriate address set forth on the first page of this Letter of Transmittal. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 380-3388 (confirm by telephone at (781) 843-1833 extension 200), and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution.

All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 4 prior to 5:00 p.m. Eastern Time on the Expiration Date. Except as otherwise provided in the Offer to Purchase, tenders of Shares made pursuant to the Offer will be irrevocable.

NEITHER THE FUND, ITS BOARD OF TRUSTEES, THE ADVISOR, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

13. Certain Conditions of the Offer.

Notwithstanding any other provision of the Offer or the Fund’s Prospectus dated April 27, 2004, the policy of the Board of Trustees of the Fund (the “Board”), which may be changed by the Board, is that the Fund will not purchase Shares pursuant to the Offer if (a) such purchases would impair the Fund’s status as a regulated investment company under the Federal tax laws (which would make the Fund a taxable entity, causing the Fund’s income to be taxed at the corporate level in addition to the taxation of Shareholders who receive dividends from the Fund); (b) the Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Fund’s investment objective and policies in order to purchase tendered common shares; (c) such action would result in the Fund failing to satisfy the American Stock Exchange’s (the “AMEX”) minimum listing requirements (the market value of the outstanding publicly held Shares must be at least $10,000,000 and the Evergreen closed-end funds that are listed on the AMEX as a group (including the Fund) must have an average market value of publicly held shares or net assets of at least $15,000,000 and a total market value of publicly held shares or net assets as a group of at least $75,000,000); or (d) there is, in the judgment of the Board, any (1) legal action or proceeding instituted or threatened challenging the tender offer or otherwise materially adversely affecting the Fund; (2) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States, which is material to the Fund; (3) limitation imposed by Federal or state authorities on the extension of credit by lending institutions; (4) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States which is material to the Fund; (5) suspension of or limitation on prices for trading securities generally on the AMEX or any foreign exchange on which portfolio securities of the Fund are traded; (6) other event or condition that would have a material adverse effect on the Fund or its shareholders if tendered common shares were purchased; or (7) the Board determines that effecting the transaction would constitute a breach of their fiduciary duty owed the Fund or its stockholders. Thus, there can be no assurance that the Board of Trustees will proceed with any tender offer. The Board of Trustees may modify these conditions at any time.

The foregoing conditions are for the Fund’s sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in the Offer to Purchase shall be final and binding.

The Fund reserves the right, at any time during the duration of the Offer, to amend, extend or terminate the Offer in any respect.

*     *     *     *     *     *

IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY REQUIRED SIGNATURE GUARANTEE(S), SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM) AND OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER.

EX-99.(A)(1)(III)

Form of Notice of Guaranteed Delivery

Regarding the Offer

by

EVERGREEN UTILITIES AND HIGH INCOME FUND

To Purchase for Cash 519,163 of Its Issued and Outstanding Shares at Net Asset Value Per Share

This form must be used to accept the Offer (as defined below) if a Shareholder’s certificates for Shares are not immediately available, if applicable, or if time will not permit the Letter of Transmittal and other required documents to reach the Depositary on or before the Expiration Date. Each term used in this form that is not otherwise defined herein shall have the meaning specified in the Offer to Purchase dated June 20, 2005. This form must be signed by the Shareholder and sent to the Depositary by hand, overnight courier, mail or facsimile at the appropriate address or facsimile number set forth below. Tenders using this form may be made only by or through an Eligible Institution as defined in Section 4(b) of the Offer to Purchase.

Depositary Addresses:

By First Class Mail:	By Registered, Certified Or Express Mail or Overnight Courier:	By Hand:
EquiServe Trust Company, N.A. Attn: Corporate Actions   P.O. Box 859208 Braintree, MA 02185-9208	EquiServe Trust Company, N.A. Attn: Corporate Actions   161 Bay State Drive Braintree, MA 02184	EquiServe Trust Company, N.A. 17 Battery Park Place  11th Floor New York, NY 10004

By Facsimile:

EquiServe Trust Company, N.A.
(781) 380-3388
Depositary Telephone Number to Confirm Receipt of Notices: (781) 843-1833, ext. 200

DELIVERY OF THIS INSTRUMENT OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE VALID DELIVERY.

Ladies and Gentlemen:

The undersigned hereby tenders to Evergreen Utilities and High Income Fund (the “Fund”), upon the terms and subject to the conditions set forth in its Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the “Offer”), receipt of which are hereby acknowledged, (i) the number of Shares specified below pursuant to the guaranteed delivery procedures set forth in Section 4(e) of the Offer to Purchase and (ii) the number of Shares specified below held in the name(s) of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan.

(Please Print Except for Signature(s)):

Number of Shares Tendered: ______________

Certificate Nos. (if available): ______________

If Shares will be tendered by book-entry transfer
to The Depository Trust Company, please check box: o

DTC Participant Number: _________________ 

Name(s) of Record Holder(s): ______________

Address: ______________________________

Telephone Number, including Area Code: _____________________________________

If the undersigned is the beneficial owner of the Shares being tendered, the undersigned hereby
represents and warrants that at least 20% of the
Shares owned by the undersigned as of the date
of purchase of Shares by the Fund pursuant to
the Offer and all Shares attributed to the
undersigned for Federal income tax purposes as
of such date under Section 318 of the Internal
Revenue Code of 1986, as amended, have been
or will be tendered pursuant to the Offer.

Dated: __________________________, 2005
Individual(s):  __________________________

_____________________________________

_____________________________________

_____________________________________

Signature(s):___________________________     

_____________________________________

_____________________________________

_____________________________________

Entity:________________________________  

Name of Firm: _________________________    

_____________________________________

Authorized Signature:____________________

Name:________________________________

Title:_________________________________

GUARANTEE

     The undersigned, an Eligible Institution as defined in Section 4(b) of the Offer to Purchase, hereby, with respect to the Shares tendered hereby pursuant to the guaranteed delivery procedures set forth in Section 4(e) of the Offer to Purchase: (a) represents that the person(s) named on the previous page “own(s)” such Shares within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended; (b) represents that the tender of such Shares complies with Rule 14e-4; and (c) guarantees to deliver to the Depositary certificates representing such Shares, in proper form for transfer (or to tender Shares pursuant to the procedure for book-entry transfer into the Depositary’s account at The Depository Trust Company if so specified on the foregoing page), together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees, and any other required documents, prior to 5:00 P.M. Eastern Time on the second American Stock Exchange trading day after the date of execution of this Guarantee.

(Please Print Except for Signature)

Name of Firm:
	Authorized Signature:

Name:  Title: 

Address:  Telephone Number, including Area Code:  

(Include Zip Code)

Dated: ___________________, 2005

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

EX-99.(A)(1)(IV)

This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal and is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which making or accepting the Offer would violate that jurisdiction’s laws. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund (as defined below) by one or more registered brokers or dealers licensed under that jurisdiction’s laws. EVERGREEN UTILITIES AND HIGH INCOME FUND 200 Berkeley Street Boston, Massachusetts  02116-5034 Notice of Offer to Purchase for Cash 519,163 of Its Issued and Outstanding Common Shares at Net Asset Value Per Share

THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON JULY 22, 2005,  UNLESS THE OFFER IS EXTENDED.

                Evergreen Utilities and High Income Fund, a non-diversified, closed-end management investment company organized under the laws of the State of Delaware as a statutory trust (the “Fund”), is offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) up to 5% or 519,163 in the aggregate of its issued and outstanding common shares, no par value (“Shares”) at a price equal to the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”) on July 25, 2005, or, if the Offer is extended by the Board of Trustees of the Fund, on the day after the date to which the Offer is extended. The Offer will expire at 5:00 p.m. Eastern Time on July 22, 2005, unless extended. An extension would be communicated by issuance of a press release or other public announcement. The NAV as of the close of the regular trading session of the NYSE on June 15, 2005 was $23.77 per Share. The purpose of the Offer is to fulfill an undertaking made by the Fund pursuant to the Evergreen Enhanced Liquidity Plan as described in the Fund’s Prospectus, dated April 27, 2004. The Offer is not conditioned upon shareholders tendering in the aggregate any minimum number of Shares. However, Shareholders must tender at least 20% of the Shares owned by such Shareholder or attributed to it under Section 318 of the Internal Revenue Code.

                If more than 519,163 Shares are duly tendered prior to the expiration of the Offer, including any extension (and not timely withdrawn), unless the Fund determines not to purchase any Shares, the Fund will purchase 519,163 Shares on a pro rata basis in accordance with the number of Shares tendered by or on behalf of each shareholder during the period the Offer is open (and not timely withdrawn). The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 519,163 Shares having been tendered. The acceptance of tendered Shares for payment and purchase will be by action of the Fund’s Board of Trustees with notice thereof to the Depositary. The Fund will deposit the aggregate purchase price with the Depositary, which will make payment to shareholders in accordance with the Offer. For taxable shareholders, the sale of Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign tax laws.

                Shareholders may tender Shares registered in their names only by completing a Letter of Transmittal and submitting it and any other documents required by the Letter of Transmittal in proper form to the Depositary at the appropriate address set forth in the Offer before the Offer expires, including any extension. Shareholders whose Shares are held by a broker, dealer, commercial bank, trust company or other nominee (e.g., in “street name”) can only tender their Shares by directing that firm to properly complete, compile and deliver the necessary documents on a timely basis to the Depositary. Shares tendered pursuant to the Offer may be withdrawn by written or facsimile notice received by the Depositary at the appropriate address at any time prior to 5:00 p.m. Eastern Time on July 22, 2005 (or, if the Offer is extended, at any time prior to 5:00 p.m. Eastern Time on the new expiration date), and, if Shares tendered have not by then been accepted for payment by the Fund, the Shares may also be withdrawn at any time after August 16, 2005. The notice is to specify the name of the shareholder who tendered the Shares, the number of Shares being withdrawn (which must be all of the Shares tendered) and, as regards Share certificates which represent tendered Shares that have been delivered or otherwise identified to the Depositary, the name of the registered owner(s) of such Shares if different than the person who tendered the Shares.

                The information required to be disclosed by paragraph (d)(1) of Rule 13e-4 under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

                The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

                Requests for copies of the Offer to Purchase, the related Letter of Transmittal and any other tender offer documents should be directed to the Distribution Agent at the Distribution Agent’s address or telephone number below between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays). Copies of these documents will be furnished promptly to shareholders upon request at no expense to them. Shareholders who do not own Shares directly may also obtain such documents from the broker, dealer, commercial bank, trust company or other nominee that holds their Shares. Questions and requests for assistance and for current NAV quotations may be directed to the Depositary at the Depositary’s address and telephone number below, also between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays).

Distribution Agent:	Depositary:
EquiServe Trust Company, N.A. Attn: Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208 Telephone Number: (732) 417-2653	EquiServe Trust Company, N.A. Attn: Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208 Telephone Number: (888) 396-7866

June 20, 2005

EX-99.(A)(1)(V)

Form of Letter to Brokers, Dealers,

Commercial Banks, Trust Companies and

Other Nominees Regarding the Offer

by

EVERGREEN UTILITIES AND HIGH INCOME FUND

To Purchase for Cash 519,163 of its Issued and Outstanding Shares at Net Asset Value Per Share

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

                We are enclosing the material listed below relating to the offer by Evergreen Utilities and High Income Fund (the “Fund”) to purchase up to 5% or 519,163 in the aggregate of its issued and outstanding common shares, no par value (the “Shares”), for cash at a price equal to their net asset value (“NAV”) determined as of the close of the regular trading session of the New York Stock Exchange (“NYSE”) on July 25, 2005 upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the “Offer”). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON JULY 22, 2005, UNLESS EXTENDED BY THE FUND (THE “EXPIRATION DATE”). If the Offer is extended beyond July 22, 2005, the purchase price for Shares will be their NAV determined as of the close of the regular trading session of the NYSE on the date after the new Expiration Date.

The following documents are enclosed:

(1) Offer to Purchase dated June 20, 2005;

(2) Letter of Transmittal to be used to tender all Shares;

(3) Notice of Guaranteed Delivery; and

(4) Form of Letter to Clients, which may be sent upon request for information by your clients for whose account you hold shares registered in your name (or in the name of your nominee).

                No fees or commissions will be payable to brokers, dealers or other persons for soliciting tenders of Shares pursuant to the Offer. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 6 of the Letter of Transmittal. Backup withholding tax at a 28% rate may be required unless an exemption is proved or unless the required taxpayer identification information is or has previously been provided to the Fund or the Depositary. Certain withholdings may also apply with respect to payments to non-U.S. Shareholders. See Instruction 11 of the Letter of Transmittal.

                The Offer is not being made to (nor will tenders be accepted from or on behalf of) Shareholders in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

                If a client instructs you by telephone to tender Shares, please record the telephone conversation (in accordance with applicable law) and ask the client to affirm that at least 20% of the Shares owned by such client as of the date of purchase of Shares pursuant to the Offer and of Shares attributed to such client for Federal income tax purposes as of such date under Section 318 of the Internal Revenue Code of 1986, as amended, have been or will be tendered pursuant to the Offer.

                Additional copies of the enclosed material may be obtained from EquiServe Trust Company, N.A., the Distribution Agent, in the manner indicated in the Offer to Purchase. Any questions you have with respect to the Offer should be directed to EquiServe Trust Company, N.A., the Depositary, at (888) 396-7866.

Very truly yours,

EVERGREEN UTILITIES AND HIGH INCOME FUND

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF EITHER THE FUND OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS WITH RESPECT TO THE OFFER, OTHER THAN THE STATEMENTS SPECIFICALLY SET FORTH IN THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, OR TO DISTRIBUTE ANY MATERIAL WITH RESPECT TO THE OFFER OTHER THAN AS SPECIFICALLY AUTHORIZED HEREIN.

EX-99.(A)(1)(VI)

Form of Letter to Clients of Brokers, Dealers,

Commercial Banks, Trust Companies and

Other Nominees Regarding the Offer

 by

EVERGREEN UTILITIES AND HIGH INCOME FUND

To Purchase for Cash 519,163 of Its Issued and Outstanding Shares at Net Asset Value Per Share

To Our Clients:

                Enclosed for your consideration are the Offer to Purchase dated June 20, 2005 of Evergreen Utilities and High Income Fund (the “Fund”) and the related Letter of Transmittal pursuant to which the Fund is offering to purchase up to 5% or 519,163 shares in the aggregate of its issued and outstanding common shares, no par value (the “Shares”), for cash at a price equal to their net asset value (“NAV”) determined as of the close of the regular trading session of the New York Stock Exchange (“NYSE”) on July 25, 2005, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the “Offer”). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON JULY 22, 2005, UNLESS EXTENDED BY THE FUND (THE “EXPIRATION DATE”). If the Offer is extended beyond July 22, 2005, the purchase price for Shares will be their NAV determined as of the close of the regular trading session of the NYSE on the date after the new Expiration Date, as extended.

                The purpose of the Offer is to fulfill an undertaking made by the Fund pursuant to the Evergreen Enhanced Liquidity Plan as described in the Fund’s Prospectus, dated April 27, 2004. Information regarding this undertaking, as well as information regarding possible future tender offers by the Fund, is set forth in the Offer to Purchase.

                The Offer to Purchase and the Letter of Transmittal are being forwarded to you as the beneficial owner of Shares held by us for your account but not registered in your name. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account. A tender of such Shares can be made only by us as the holder of record and only pursuant to your instructions.

Your attention is called to the following:

1.	Unless extended, the Offer expires at 5:00 p.m. Eastern Time on July 22, 2005 and withdrawal rights expire at 5:00 P.M. Eastern Time on July 22, 2005.
2.	The Offer is subject to certain conditions set forth in the Offer to Purchase. Under certain circumstances, the Fund will not be required to accept for payment, purchase or pay for any Shares tendered, and the Fund may also amend, extend or terminate the Offer.
3.	A Shareholder wishing to accept the Offer must tender, or cause the tender of, at least 20% of the Shares owned by the Shareholder and attributed to the Shareholder for federal income tax purposes under Section 318 of the Internal Revenue Code of 1986, as amended, as of the date of purchase of Shares pursuant to the Offer. Shareholders should consult their tax advisors as to the application of the constructive ownership rules of Section 318.
4.	If more than 519,163 Shares are duly tendered (and not timely withdrawn), the Fund will purchase Shares from tendering Shareholders, in accordance with the terms and subject to the conditions specified in the Offer to Purchase, on a pro rata basis in accordance with the number of Shares duly tendered by each Shareholder during the period the Offer is open and not timely withdrawn, unless the Fund determines not to purchase any Shares.

5. A broker, dealer, commercial bank, trust company or other nominee may charge a fee for processing transactions on behalf of a Shareholder. Tendering Shareholders are not obligated to pay brokerage commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares of the Fund pursuant to the Offer.

IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE ATTACHED INSTRUCTION FORM. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON JULY 22, 2005, UNLESS EXTENDED BY THE FUND.

                The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the Offer or its acceptance would violate the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Very truly yours,

Instructions Regarding the Offer

by

EVERGREEN UTILITIES AND HIGH INCOME FUND

To Purchase for Cash 519,163 of Its Issued and Outstanding Shares at Net Asset Value Per Share

THIS FORM IS NOT TO BE USED TO TENDER SHARES DIRECTLY TO THE DEPOSITARY. IT SHOULD BE SENT TO YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF THAT FIRM IS THE HOLDER OF RECORD OF YOUR SHARES AND WILL BE EFFECTING THE TENDER ON YOUR BEHALF.

DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO TENDER YOUR SHARES.

The undersigned acknowledge(s) receipt of your letter and the accompanying Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the “Offer”) in connection with the Offer by Evergreen Utilities and High Income Fund (the “Fund”) to purchase 519,163 shares of its issued and outstanding common shares, no par value (the “Shares”), at the net asset value per Share as of the close of the regular trading session of the New York Stock Exchange on the date after the Expiration Date (as defined in the Offer to Purchase), on the terms and subject to the conditions of the Offer.

The undersigned hereby instructs you to tender to the Fund the number of Shares specified below that are held by you for the account of the undersigned, upon the terms and subject to the conditions of the Offer.

The undersigned hereby represents and warrants that: (i) at least 20% of all Shares owned by the undersigned as of the date of purchase of Shares pursuant to the Offer and attributed to the undersigned for Federal income tax purposes as of such date under Section 318 of the Internal Revenue Code of 1986, as amended, have been or will be tendered pursuant to the Offer; (ii) the undersigned has a “net long position” in such Shares within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended; and (iii) the tender of such Shares complies with Rule 14e-4.

(Please Print Except for Signature(s))

Account Number:  ________________________

Number of Shares Tendered:  ________________

Name(s) and Tax Identification or Social Security Number(s) of Beneficial Owner(s):

Address: 

Telephone Number(s) including Area Code(s): 

(Signature of beneficial owner)  (Signature of additional beneficial owner, if any)

Dated:___________________, 2005

EX-99.(A)(1)(VII)

EVERGREEN UTILITIES AND HIGH INCOME FUND

Dear Shareholder:

                Enclosed for your consideration are the Offer to Purchase dated June 20, 2005 of Evergreen Utilities and High Income Fund (the “Fund”) and the related Letter of Transmittal pursuant to which the Fund is offering to purchase up to 5% or, in the aggregate, 519,163 shares of its issued and outstanding common shares, no par value (the “Shares”), for cash at a price equal to their net asset value (“NAV”) determined as of the close of the regular trading session of the New York Stock Exchange (“NYSE”) on July 25, 2005, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2005 and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the “Offer”). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON JULY 22, 2005, UNLESS EXTENDED BY THE FUND (THE “EXPIRATION DATE”). If the Offer is extended beyond July 22, 2005, the purchase price for Shares will be their NAV determined as of the close of the regular trading session of the NYSE on the date after the new Expiration Date, as extended.

                Neither the Fund nor its Board of Trustees nor Evergreen Investment Management Company, LLC (the Fund’s investment adviser) is making any recommendation to any holder of Shares as to whether to tender Shares. Each Shareholder is urged to consult the Shareholder’s own investment and tax advisors before deciding whether to tender Shares. If, after considering the Offer to Purchase and Letter of Transmittal, you wish to tender your Shares pursuant to the Offer, if you are the record owner of Shares, you should follow the instructions contained in the Offer to Purchase and Letter of Transmittal, and, if the Shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that firm to effect the tender for you.

Your attention is called to the following:

1. Unless extended, the Offer expires at 5:00 p.m. Eastern Time on July 22, 2005 and withdrawal rights expire at 5:00 P.M. Eastern Time on July 22, 2005.

2. The Offer is subject to certain conditions set forth in the Offer to Purchase. Under certain circumstances, the Fund will not be required to accept for payment, purchase or pay for any Shares tendered, and the Fund may also amend, extend or terminate the Offer.

3. A Shareholder wishing to accept the Offer must tender, or cause the tender of, at least 20% of the Shares owned by the Shareholder and attributed to the Shareholder for federal income tax purposes under Section 318 of the Internal Revenue Code of 1986, as amended, as of the date of purchase of Shares pursuant to the Offer. Shareholders should consult their tax advisors as to the application of the constructive ownership rules of Section 318.

4. If more than 519,163 Shares are duly tendered (and not timely withdrawn), the Fund will purchase Shares from tendering Shareholders, in accordance with the terms and subject to the conditions specified in the Offer to Purchase, on a pro rata basis in accordance with the number of Shares duly tendered by each Stockholder during the period the Offer is open (and not timely withdrawn), unless the Fund determines not to purchase any Shares.

5. A broker, dealer, commercial bank, trust company or other nominee may charge a fee for processing transactions on behalf of a Shareholder. Tendering Shareholders are not obligated to pay brokerage commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund pursuant to the Offer.

               The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the Offer or its acceptance would violate the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Fund by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

               Should you have any other questions concerning the enclosed material, please contact your broker, dealer, commercial bank, trust company or other nominee, or call the Depositary at the number indicated in the Offer to Purchase.

Very truly yours,

EVERGREEN UTILITIES AND HIGH INCOME FUND

EX-99.(A)(1)(VIII)

PAYER’S NAME: EquiServe LP
	SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue   Service Payer’s Request for Taxpayer’s Identification Number (TIN)	Part 1–PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social Security # Employer I.D.# _______________________
		Part 2–Certificates–Under penalties of perjury, I certify that:
		(1)	The number on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and
		(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
		Certification Instructions–You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2).
		SIGNATURE _______________________________			Part 3–    Awaiting TIN o
		DATE  ____________________________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENT (IF ANY) MADE TO YOU IN EXCHANGE FOR YOUR TENDERED SHARES. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
	I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that because I have not provided a taxpayer identification number, 28% of all reportable payments made to me thereafter will be withheld until I provide a number. If I provide a properly certified taxpayer identification number within 60 days, you will refund the tax if I so request.
			,20
	Signature	Date

GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:		Give the name and social security number of—	For this type of account:		Give the name and employer identification number of—
1.	Individual	The individual	6.	Sole proprietorship	The owner3
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1	7.	A valid trust, estate, or pension trust	The legal entity4
			8.	Corporate	The corporation
			9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1	10.	Partnership	The partnership
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1	11.	A broker or registered nominee	The broker or nominee
			12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
5.	Sole proprietorship	The owner3

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2	Circle the minor’s name and furnish the minor’s social security number.
3	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
4	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:   If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

-2-

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt From Backup Withholding

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

• The United States or any of its agencies or instrumentalities.

• A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

• A foreign government or any of its political subdivisions, agencies or instrumentality.

• An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A foreign central bank of issue.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A real estate investment trust.

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A common trust fund operated by a bank under Section 584(a).

• A financial institution.

• A middleman known in the investment community as a nominee or custodian.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an ESOP.

Payments of interest generally exempt from backup withholding include:

• Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations thereunder.

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the box in Part 2 on the form, sign and date the form and return it to the payer. Non-U.S. payees who are not subject to backup withholding should complete a W-8BEN and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold at the current tax rate of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of TINs.  If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

-3-

EX-99.(D)

Form of Depositary and Information Agent Agreement

                This Depositary and Information Agent Agreement is entered into as of this 17th day of June, 2005 by and between Evergreen Utilities and High Income Fund, a company organized and existing under the laws of the State of Delaware (the “Company”), EquiServe, Inc., a Delaware corporation and its fully owned subsidiary EquiServe Trust Company, N.A., national banking association (collectively, the “Depositary” or individually “EQI” and the “Trust Company”, respectively).

                WHEREAS, the Company is making a tender offer (hereinafter referred to, together with any amendment or extensions thereto, as the “Tender Offer”) to purchase 519,163 outstanding shares of Evergreen Utilities and High Income Fund Common Stock, no par value (the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (“Letter of Transmittal”), including the instructions set forth therein.

                WHEREAS, the Tender Offer is being made on or about June 20, 2005, and will expire at 5:00 p.m., New York City time, on July 22, 2005, unless extended by the Company as provided in the Offer to Purchase (the last date to which the Tender Offer is extended and on which it expires is herein referred to as the “Expiration Date”).

                WHEREAS, the Company desires that the Trust Company and EQI act as Depositary and Information Agent in connection with the Tender Offer, and that EQI acts as the paying agent, and EQI and the Trust Company have indicated their willingness to do so.

                NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.             Appointment of Depositary.

                The Company hereby appoints the Depositary to act as such for the purpose of receiving and making payment for, on behalf of the Company, Shares tendered pursuant to the terms of the Offer to Purchase. The Depositary hereby agrees to serve as such, upon the terms and conditions set forth herein. In connection with such appointment, the Company has delivered to the Depositary the Offer to Purchase and the Letter of Transmittal in connection with the Tender Offer. The Company agrees to notify the Depositary of, and confirm in writing, any extension or amendment of the Tender Offer or the Offer to Purchase.

2.             Concerning the Depositary.

                The Depositary is hereby authorized and directed, and hereby agrees to the following:

                A.  The Depositary shall examine the Letters of Transmittal, the certificates for Shares (“Certificates”) and the other documents delivered or mailed to the Depositary in

connection with tenders of Shares to ascertain whether they are completed and executed in accordance with the instructions set forth in the Letters of Transmittal. In the event any Letter of Transmittal has been improperly completed or executed, or the certificates for Shares accompanying such Letter of Transmittal are not in proper form for transfer (as required by the aforesaid instructions), or if some other irregularity in connection with any tender of Shares exists, the Depositary shall forward the defective item back to the shareholder to be corrected. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by the Depositary on behalf of the Company. The Company, however, will reserve in the Offer to Purchase the absolute right to reject any or all tenders of any particular Shares not in appropriate form or the acceptance of which would, in the opinion of the Company’s counsel, be unlawful and to waive any of the conditions of the Offer to Purchase or any defect or irregularity in the tender of any Shares, and the Company’s interpretation of the terms and conditions of the Offer to Purchase will be final.

                B.  All Shares must be tendered in accordance with the terms and conditions set forth in the Offer to Purchase. Payment for Shares tendered and purchased pursuant to the Offer to Purchase shall be made only after deposit with the Depositary of the certificates therefor, the Letter of Transmittal and any other required documents.

                C.  If the Offer to Purchase allows a tendering shareholder to withdraw Shares tendered, the Depositary shall, as promptly as possible after notification of such withdrawal, return such Shares to, or in accordance with the instruction of, such shareholder and such Shares shall no longer be considered properly tendered. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company, whose determination shall be final and binding.

                D.  On each business day up to and including the Expiration Date (as defined in the Offer to Purchase), the Depositary shall advise by facsimile transmission to Jennifer McDuffie, (704) 374-4028, and such other persons as he/she may direct, of the number of Shares which have been duly tendered on such day, stating separately the number of Shares tendered by guarantees of delivery, the number of Shares tendered about which the Depositary has questions concerning validity, and the cumulative number of Shares tendered through time of such facsimile transmission. The Depositary shall also inform the aforementioned person, and such other persons as may be designated, upon request made from time to time, of such other information as he/she may request, including, without limitation, the names and addresses of registered holders of tendered Shares.

                E.  The Depositary shall date and time stamp all Letters of Transmittal or facsimile transmissions submitted in lieu thereof, and preserve such records in accordance with the Securities Exchange Act of 1934, as amended, and other applicable law. The Depositary shall match guarantees of delivery submitted with the Share(s) tendered pursuant thereto. If so instructed by the Company, the Depositary shall telephone Eligible Institutions (as defined in the Offer to Purchase) which have tendered

a significant number of shares by means of the aforementioned procedures to ascertain information in connection therewith.

                F.  The Depositary shall follow and act upon any amendments, modifications or supplements to these instructions, and upon any further instructions in connection with the Tender Offer, any of which may be given to the Depositary by the Company or such other persons as it may authorize.

                G.  If, pursuant to the instructions of the Letter of Transmittal, fewer than all the Shares evidenced by any certificate submitted to the Depositary are to be tendered, the Depositary shall, promptly after the Expiration Date, return or cause to be returned a new certificate for the remainder of Shares not being tendered to, or in accordance with the instruction of, each of such shareholders who has made a partial tender of Shares deposited with the Depositary.

                H.  If, pursuant to the Offer to Purchase, the Company instructs the Depositary not to accept the instructions and/or Shares received from a tendering shareholder, the Depositary shall return the certificates for such shares to the persons who deposited the same, together with a letter of notice, in form satisfactory to the Company, explaining why the deposited Shares are being returned, and return to the Company any surplus funds deposited by the Company with EQI.

                I.  The Depositary:

                                    (1) shall have no obligation to make payment for any tendered Shares unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto;

                                    (2) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be requested of the Depositary by the Company with respect to the Tender Offer and agreed upon by the Depositary;

                                    (3) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any stock certificates or the Shares represented thereby deposited with the Depositary pursuant to the Tender Offer and will not be required and will make no representations as to the validity, value or genuineness of the Tender Offer;

                                    (4) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been signed by the proper party or parties;

                                    (5) may rely on and shall be protected in acting upon written or oral instructions from the Company with respect to any matter relating to its acting as Depositary specifically covered by this Depositary and Information Agent Agreement;

                                   (6) may consult with counsel satisfactory to it (including counsel for the Company) and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel;

                                   (7) shall arrange for insurance protecting the Company and itself against any liability arising out of non-receipt by shareholders of certificates sent by the Depositary; and

                                   (8) shall not at any time advise any person as to the wisdom of making any tender pursuant to the Tender Offer, the value of the Shares or as to any other financial or legal aspect of the Tender Offer or any transaction related thereto.

                J. The Agent will perform its duties as Subscription, Distribution and Information Agent in accordance with the terms and provisions of the Fee and Service Schedule attached hereto as Exhibit A.

3.             Deposits.

                A.  The Company will from time to time deposit or cause to be deposited with EQI, as agent for tendering holders of Shares, within a reasonable time after the Company’s acceptance for purchase of tendered Shares, an amount equal to the aggregate purchase price of all Shares to be purchased which EQI then holds. The Company will deposit with the EQI or cause to be deposited with it an amount equal to the total stock transfer taxes, if any, payable by the Company pursuant to the instructions of the Letter of Transmittal in respect of the transfer of all the Shares to be purchased which EQI holds. EQI shall thereupon, as promptly as possible, (a) purchase and affix appropriate stock transfer tax stamps, (b) cause the tendered Shares which have been thus paid for to be transferred and delivered to the Company, and (c) send a check for the purchase price (less the amount, if any, of any stock transfer taxes and, if applicable, adjusted in accordance with the provisions of the Offer to Purchase) of the Shares to each of the shareholders who has tendered Shares, pursuant to the instruction of such shareholders.

                B.  It is understood and agreed that the securities, money, assets or property to be deposited with or received by EQI from the Company shall be held solely for the benefit of the Company and shareholders tendering Shares, as their interests may appear.

                C.  Funds furnished to EQI to make cash payments shall be held without interest to the Company or shareholders.

                D.  EQI shall arrange for the issuance of a single check for the cash payment (the “Cash Payment”) for all the shares of Company Common Stock to which each shareholder is entitled, unless such shareholder has attached written instructions to the contrary to his or her Letter of Transmittal.

                E.  EQI shall, if appropriate, deliver the Cash Payment by first class mail under the provisions of the Depositary’s first class mail bond protecting the Depositary from loss or liability arising out of the non-receipt or non-delivery of such Cash Payment or arising out of the replacement thereof, for any deliveries where market value does not exceed the amount of the Depositary’s first class mail bond. Any mail delivery exceeding such amount shall be delivered by registered mail or overnight mail and shall be insured separately for the replacement value of its contents at the time of mailing.

                F.  EQI shall pay principal cash without earnings or interest to holders of Certificates as is provided for in the Offer to Purchase.

                G.  EQI shall provide the Company with an estimate of the funds required to make the Cash Payments. The Company will furnish to EQI the funds estimated necessary to enable EQI to make such payments. From time to time thereafter, EQI may request additional funding to cover the Cash Payment. EQI shall have no obligation to make Cash Payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto. Funds furnished to make payments shall be held without interest to the Company or shareholders.

                H. EQI shall prepare and file with the appropriate governmental agency and shareholder all appropriate tax information forms, including but not limited to Forms 1099B, covering dividend payments, or any other distributions made by EQI pursuant to this Agreement, to any shareholder of the Company during each calendar year, or any portion thereof, during which EQI performs services hereunder.

                I. The Company acknowledges that the bank accounts maintained by EQI in connection with the services provided under this Agreement will be in its name and that EQI may receive investment earnings in connection with the investment at EQI’s risk and for its benefit of funds held in those accounts from time to time.

4.Compensation of the Depositary by the Company.

                The Company shall pay fees for the services rendered hereunder, in accordance with its Fee and Service Schedule to act as Agent attached hereto as Exhibit A. The Depositary shall also be entitled to reimbursement from the Company for all reasonable and necessary expenses paid or incurred by it in connection with the administration by the Depositary of its duties hereunder.

5.             Indemnification/Limitation of Liability.

                The Company covenants and agrees to indemnify and to hold the Depositary harmless against any costs, expenses (including reasonable fees of its legal counsel),

losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Depositary pursuant hereto; provided, that such covenant and agreement does not extend to, and the Depositary shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Depositary as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct.

Promptly after the receipt by the Depositary of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Depositary shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate as its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 5, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Depositary, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

                Depositary shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Depositary’s refusal or failure to comply with the terms of this Agreement, or which arise out of Depositary’s gross negligence or willful misconduct or which arise out of any representation or warranty of Depositary hereunder, for which Depositary is not entitled to indemnification under this Agreement; provided, however, the Depositary’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed $50,000.00. This limitation of liability shall not apply to any claims, losses or damages to the extent resulting form the Transfer Agent’s gross negligence or willful misconduct.

6.             Further Assurance.  

                From time-to-time and after the date hereof, the Company shall deliver or cause to be delivered to the Depositary such further documents and instruments and shall do and cause to be done such further acts as the Depositary shall reasonably request (it being understood that the Depositary shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Depositary and Information Agent Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

7.             Term and Termination.

                This Agreement shall remain in effect until (a) all checks for Cash Payments have been reported as unclaimed property to the appropriate states; (b) it is terminated by either party upon a material breach of this Agreement which remains uncured for 30 days after written notice of such breach has been provided; or (c) 30 days’ written notice has been provided by either party to the other. Upon termination of the Agreement, the Depositary shall retain all canceled Certificates and related documentation as required by applicable law.

8.             Notices.

                Until further notice in writing by either party hereto to the other party, all written reports, notices and other communications between the Depositary and the Company required or permitted hereunder shall be delivered or mailed by first class mail, postage prepaid, telecopier or overnight courier guaranteeing next day delivery, addressed as follows:

If to the Company, to:

	Evergreen Funds
	200 Berkeley Street
	Boston, MA 02116
	Attn: Catherine Kennedy
If to the Depositary, to:
	EquiServe Trust Company, N.A.
	c/o EquiServe, Inc.
	150 Royall Street
	Canton, MA 02021
	Attn:  Reorganization Department
or
	525 Washington Boulevard
	Jersey City, NJ 07310
	Attn:  Reorganization Department

9.            Escrow Agent.

In the event that the Tender Offer does not name an escrow agent to provide escrow services in connection with the services rendered by the Depostiary under this Agreement, the Company agrees that either the Depositary shall act as escrow agent or escrow agent services shall be exclusively coordinated through the Depositary using an escrow agent appointed by the Company with the consent of the Depositary. In the event Depositary acts as escrow agent hereunder, the fees and detailed services shall be as agreed upon in writing by the parties.

10.          Unclaimed Property and Lost Shareholders.

The Depositary shall report unclaimed property to each state in compliance with state laws and shall comply with Section 17Ad-17 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for lost shareholders. The Depositary will charge the Company its standard fees plus out-of-pocket expenses (including the cost of due diligence mailings) for such services.

11.           Governing Law.

This Depositary and Information Agent Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts and shall inure to the benefit of and the obligations created hereby shall be binding upon the successors and permitted assigns of the parties hereto.

12.           Counterparts.

                This Depositary and Information Agent Agreement may be executed in separate counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

13.          Assignment.

                A.  Except as provided in Section 13(B) below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

B.  The Depositary may, without further consent on the part of the Company, subcontract with other subcontractors for systems, processing, telephone and mailing services, and post-merger clean up activities, as may be required from time to time; provided, however, that the Depositary shall be as fully responsible to the Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

C.  Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Depositary and the Company and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Depositary and the Company.

14.           Third Party Beneficiaries.

This Agreement does not constitute an agreement for a partnership or joint venture between the Depositary and the Company. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

15.           Force Majeure.

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, terrorist acts, equipment or transmission failure or damage reasonably beyond its control, or other cause reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this

Agreement shall resume when the affected party or parties are able to perform substantially that party’s duties.

16.           Consequential Damages.

Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any consequential, indirect, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

17.           Severability.

If any provision of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

18.           Confidentiality.

        The Depositary and the Company agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

19.            Survival.

                 All provisions of Paragraphs 5, 8, 10, 11 and 15 – 20 shall survive any termination, for any reason, of this Agreement.

20.           Merger of Agreement.

                This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

                IN WITNESS WHEREOF, the parties hereto have caused this Depositary and Information Agent Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

EQUISERVE TRUST COMPANY, N.A.		EVERGREEN UTILITIES AND HIGH INCOME FUND
By:__________________________		By:___________________________
	Daniel McGrory		Catherine F. Kennedy
Title:_________________________		Title:            Assistant Secretary
Date:_________________________		Date:__________________________

EQUISERVE, INC.
By:__________________________
	Daniel McGrory
Title:_________________________
Date:_________________________

EXHIBIT A

FEE AND SERVICE SCHEDULE

EQUISERVE TRUST COMPANY, N.A.

PROPOSED FEE AGREEMENT

TO SERVE AS DEPOSITARY AND INFORMATION AGENT FOR

THE EVERGREEN UTILITIES & HIGH INCOME FUND’S SELF TENDER

A.            FEE FOR SERVICES

	$	15,000.00	Project Management Fee*
	$	9.50	Per Letter of Transmittal for registered/beneficial holders
	$	12.50	Per Letter of Transmittal withdrawal
	$	12.50	Per Guarantee of Delivery
	$	2,000.00	Per Extension
	$	2,500.00	New York window staffing fee (for midnight expiration)
	$	5,000.00	Minimum charge* should the project be canceled for any reason prior to the mailing of the Letter of Transmittal.
*excludes out-of-pocket expenses as described in Section C “Items Not Covered”

B. SERVICES COVERED

•          Designating a project manager to carry out Depositary Agent duties, including document review and execution of legal agreement, review of letters of transmittal and communication materials, project management, and on-going project updates and reporting

• Enclosing and mailing offering materials to registered shareholders

• Requesting banks/brokers/dealers listing from the Depositary Trust Company (DTC)

• Contacting banks/brokers/dealers to inform them of the offering and requesting the number of sets of materials they will require to distribute to their shareholders

• Distributing requested materials to banks/brokers/dealers

• Establishing fulfillment telephone number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers

• Distributing additional sets of materials as requested through the fulfillment number

• Establishing toll-free number to be include in the prospectus and DTC’s electronic notice to banks/brokers/dealers to facilitate banks/brokers/dealers/shareholders telephone inquiries

• Responding to banks/brokers/dealers/shareholders telephone and correspondence inquiries

• Tracking and reporting the number of telephone calls received and their nature

• Receiving, opening and processing returned LT

• Curing defective LT, including telephoning and writing shareholders in connection with unsigned or improperly executed LT

• Mailing proper documentation to shareholders whose certificates are alleged to have been lost, stolen, or destroyed, in order to effect the tender without certificate surrender

• Canceling surrendered certificates

• Tracking and reporting the number of shares submitted

• Calculating, prorating, issuing and reconciling checks and share certifctaes

• Issuing tax forms and filing tax information with the IRS, as required

• Enclosing and mailing checks, Forms 1099-B, share certificates and letters or notices to shareholders at the conclusion of the Tender Offer

• Replacing checks alleged to have been lost or destroyed

C.           ITEMS NOT COVERED

• Services associated with new duties, legislation or regulatory fiat which become effective after the date of this proposal (these will be provided on an appraisal basis)

• All out-of-pocket expenses such as telephone line charges, overprinting, certificates, checks, postage, stationery, wire transfers, and excess material disposal (these will be billed as incurred)

• Overtime charges assessed in the event of late delivery of material for mailings unless the target mail date is rescheduled

D.           LIMITATIONS

• Agreement based upon document review and information known at this time about the transaction

• Significant changes made in the terms or requirements of this transaction could require modifications to this Agreement

• This agreement must be executed prior to the mailing of the LT’s

• Material to be mailed to shareholders must be received no less than five (5) business days prior to the start of the mailing project

• No interest shall accrue to the shareholder or company

• Proposal based upon 8 registered and 9,700 beneficial shareholders

• This proposal is valid for sixty (60) days

• This proposal is valid for futrue offerings during the 2005 calendar year

E.             PAYMENT FOR SERVICES

It is agreed that an invoice for the Project Management Fee will be rendered and payable on the effective date of the transaction. An invoice for any out-of-pockets and per item fees realized will be rendered and payable on a monthly basis, except for postage expenses in excess of $5,000. Funds for such mailing expenses must be received one (1) business day prior to the scheduled mailing date.

EQUISERVE TRUST COMPANY, N.A.		EVERGREEN UTILTIES AND HIGH INCOME FUND
By: ____________________________		By:	______________________________
	Erik Schwendenman		Catherine Kennedy
Title:  Director, Business Development		Title:	Assitant Secretary
Date: ___________________________		Date:	______________________________

EX-99.(G)

EVERGREEN LIQUIDITY PLAN: TENDER OFFER
Q&A

BACKGROUND:

As described in the Evergreen Utility and High Income Fund prospectus dated April 27, 2004, under the Enhanced Liquidity Plan, the Board is required to consider repurchasing shares in the event that the fund’s common shares trade at a discount to net asset value of greater than 5 percent for at least 15 out of 20 trading days during a predetermined measurement period. This tender offer is limited to 5% of the Fund’s outstanding shares. The plan allows shareholders to tender fund shares at their full net asset value (NAV) through this tender offer process. Shareholders must tender at least 20% of their shares. The tender offer is subject to proration if the offer is oversubscribed.

The provision is designed to give shareholders an alternative to selling fund shares at only the market price, which may be lower than the NAV.

The tender offer:

• Will take place for 8 consecutive quarters following the Fund’s IPO

• Is subject to approval by the Fund’s Board of Trustees

• Requires that the discount (market price relative to Fund NAV) exceed 5% for 15 of 20 days in the test period

It is important to note that the NAV that will be paid to shareholders who tender shares will be the NAV on the day following the close of the tender offer period. The tender offer for this quarter will close on July 22, 2005. This means that the NAV paid to tender offer participants will be the NAV as of the close of business on July 25, 2005. As a result, there can be no assurance of the NAV the shareholder will receive.

The Fund completed two tender offers earlier this year. The third testing period was recently completed, with results indicating that the fund’s common shares traded at a discount to net asset value of greater than 5 percent for at least 15 out of 20 trading days. Subsequently, the Board of Trustees has approved a third tender offer. Please refer to the details below in addressing questions with clients.

History of the first tender offer:

Discount Test Period: October 29 – November 26, 2004
Offer Period Commencement: December 20, 2004
Repurchase Deadline: January 24, 2005
Date the NAV was calculated: January 25, 2005
NAV: $22.08
Total Shares Tendered: 3,799,973
Shares for Payment: 575,250
Date of Payment: January 27, 2005

History of the second tender offer:

Discount Test Period: February 1 – March 1, 2005
Offer Period Commencement: March 22, 2005
Repurchase Deadline: 5:00 p.m. on April 20, 2005
Date the NAV will be calculated: End of Day April 21, 2005
NAV: $22.62
Total Shares Tendered: 4,229,200
Shares for Payment: 546,487
Date of Payment: April 25, 2005

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FOR INTERNAL USE ONLY. NOT TO BE DISTRIBUTED OR SHOWN TO PUBLIC

Relevant Dates for the current (third) tender offer:

Discount Test Period: April 29 – May 26, 2005
Offer Period Commencement: On or about June 20, 2005
Repurchase Deadline: 5:00pm, July 22, 2005
Date the NAV will be calculated: End of day July 25, 2005

Press Release

Evergreen Investments issued a press release on May 19, 2005 announcing that it would propose to the Board of Trustees of Evergreen Utilities and High Income Fund (AMEX:ERH) that the fund make a tender offer to repurchase up to 5 percent of the fund’s outstanding shares at net asset value. A second press release, announcing the Board’s approval and details of the tender offer, was distributed on June 16, 2005.

Board of Trustees Approval

The Board of Trustees of the Fund approved the tender offer in a meeting on June 16, 2005.

NAV Paid as of

The NAV that will be paid to shareholders who properly tender shares will be the NAV on the day following the close of the tender offer period. In this case, the last day of the tender offer period will be on Friday, July 22, 2005. This means that that NAV paid to tender offer participants will be the NAV as of the close of the New York Stock Exchange on Monday, July 25, 2005.

Discount Test Requirements

The discount must exceed 5% for at least 15 of the 20 days of the test period based on average volume-weighted daily price.

Who Qualifies

All Fund shareholders, with the exception of Evergreen employees, qualify for the tender offer. Because there is no record date for a tender offer, any shareholder can tender shares back to the Fund until the close of the tender offer period.

Shareholder Communication

Notification of the repurchase offer will be mailed to shareholders and Broker/Dealers following commencement of the tender offer period on or about June 20, 2005. The Broker/Dealers are then responsible for mailing the materials to individual shareholders. We anticipate that shareholders will have at least 20 days to return their materials to their brokerage firm.

10% Limitation

Evergreen had requested from the SEC the ability to limit the amount any one shareholder could receive in the tender offer process to 10% of the amount tendered by the fund. The SEC did not grant this request.

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FOR INTERNAL USE ONLY. NOT TO BE DISTRIBUTED OR SHOWN TO PUBLIC

Tax Treatment of the Tender

A fund’s redemption of a shareholder’s shares is generally treated as a sale and given cap gain or loss treatment. However, when multiple shareholders are tendering shares for redemption there is a risk that the total share price of an individual’s redemption could be treated for tax purposes as a dividend, if that shareholder’s percentage interest in the fund does not go down in connection with the redemption. To avoid dividend treatment, the redeeming shareholder’s percentage interest in the fund must go down.

To increase the likelihood that each tendering shareholder’s percentage interest in the fund will decrease in connection with the redemption, Evergreen required each shareholder who elected to participate in the tender offer to tender of at least 20% of such shareholder’s shares of the fund. All redemptions will be reported as sales for year-end tax reporting purposes.

Minimum Tender Amounts

Shareholders must have tendered a minimum of 20% of their shares of the fund.

Odd Lot Provision

In previous tender offers under the fund’s Enhanced Liquidity Plan, the fund purchased all shares tendered by shareholders who owned fewer than 100 shares and tendered them all in the tender offer, even if more than 5% of the fund’s shares were tendered in the tender offer. The number of shares tendered by other shareholders was reduced pro rata based on the number of shares tendered by each shareholder, so that the fund purchased an aggregate of 5% of the fund’s shares. The “odd lot” feature will not apply to this tender offer. As a result, shares tendered by shareholders who own and tender fewer than 100 shares will be subject to proration if a tender offer is oversubscribed.

Commissions & Fees

Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender, but may have to pay transaction costs in accordance with the policies of their brokerage firms.

Over Subscription

The tender offer is limited to 5% of the Fund’s outstanding shares. Should requests exceed 5% of Fund shares, shareholder requests will be fulfilled on a pro rata basis, meaning that each shareholder will receive the same percentage amount of their request. EquiServe will conduct the proration calculation.

What were the proration percentages for ERH’s first and second tender offers?

Per the press release issued at close of business on January 27, 2005, the proration percentage was 11.163% for the first tender offer. Per the press release issued at close of business on April 22, 2005, the proration percentage was 7.492% for the second tender offer.

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FOR INTERNAL USE ONLY. NOT TO BE DISTRIBUTED OR SHOWN TO PUBLIC

What did this actually mean to the shareholder?

Using the first tender offer, here’s an example based on the estimated proration percentage:

• If a shareholder tendered 1000 shares, the following happened:

• They received 111 shares multiplied by the NAV cut at the close of business on January 25, 2005, and received these proceeds in their brokerage account.

• They had 889 shares returned to their brokerage account.

What happened if a shareholder tendered fewer than 100 shares in previous tender offers?

Any shareholder who owned and tendered fewer than 100 shares (“odd lots”) was not subject to the proration if a tender offer was oversubscribed. The full number of shares tendered was cashed out. That feature will not apply to this tender offer.

Why did Evergreen Investments propose to the board not to include the odd lot provision included in prior tender offers in this tender offer?

Based on our experience with the first two tender offers, we are concerned that the odd lot provision was not serving its primary purpose, which was to give long-term shareholders in the fund who own a small number of shares an opportunity to close out their investment at net asset value.

Can the estimated number of shares and proration in the press release containing the preliminary results change?

Yes. Under certain circumstances, shares can be presented for the tender by “Notice of Guaranteed Delivery” which must be received by the close of the tender offer. This means that the shares were not available to be tendered at the close of the tender offer, but that the brokerage firm guarantees that they will have the shares available to be sent to EquiServe no later than 2 days after the execution of the “Notice of Guaranteed Delivery” which can be as late as two days after the close of the tender offer. If the brokerage firm can’t produce the shares by that time, then this is not considered a “proper” tender and they are removed from the offer. This could change the proration percentage. The final results will be included in a press release containing definitive results.

When will the money be sent out and the shares not accepted in the tender credited back to the brokerage accounts?

We anticipate that both the cash and shares not accepted will go out through DTC 5 business days following the close of the tender offer. The exact date will be contained in the Offer to Purchase.

What is Evergreen’s position on the first two tender offers?

Evergreen believes that they were both successful tender offers. Evergreen does not have a position on whether shareholders should participate in any tender offer.

Additional Information

We will provide additional information about the structure of the tender offer as it becomes available and is approved for distribution.

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June 20, 2005

Evergreen Utilities and High Income Fund
200 Berkeley Street
Boston, Massachusetts  02116

Re:	Evergreen Utilities and High
	Income Fund Tender Offer
	and Tender Offer Letter
	dated June 20, 2005

Ladies and Gentlemen:

We have acted as counsel to Evergreen Utilities and High Income Fund (the “Fund”) in connection with a tender offer to purchase for cash 519,163 of the Fund’s issued and outstanding shares (the “Shares”) at net asset value per share, which offer will expire at 5:00 PM Eastern time on July 22, 2005, unless the offer is extended (the “Tender Offer”). In that connection, we are furnishing you our opinion on certain federal income tax consequences of the sale of Shares to the Fund pursuant to the Tender Offer.

In rendering our opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the Company’s formal tender offer letter to be filed with the United States Securities and Exchange Commission (the “SEC”) on or about June 20, 2005 (the “Tender Offer Letter”), and made such inquiries and examined such other documents as were necessary or appropriate to enable us to render this opinion. With your permission, we have assumed that the Tender Offer will be conducted and the Shares purchased in accordance with the terms of the Tender Offer Letter.

Based on the foregoing, we hereby confirm that the discussion of certain United States federal income tax consequences of the sale of Shares to the Fund pursuant to the Tender Offer in section 14 of the Tender Offer Letter, entitled “Certain Federal Income Tax Consequences,” is materially accurate, subject to the limitations there stated.

ROPES & GRAY LLP
	-2-	June 20,2005
We hereby consent to the use of our name under the caption “Certain Federal Income Tax Consequences” in the Tender Offer Letter. In giving this consent we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

Ropes & Gray LLP