EVERGREEN INCOME ADVANTAGE FUND
|
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 7, 2009
|
200 Berkeley Street, Boston, Massachusetts 02116-5034
TO THE SHAREHOLDERS OF
EVERGREEN INCOME ADVANTAGE FUND
Notice is hereby given that the Annual Meeting of
Shareholders (the "Meeting") of Evergreen Income Advantage Fund (the "Fund")
will be held on August 7, 2009 at 10:00 a.m. Eastern time, at the offices of
Evergreen Investments, 200 Berkeley Street, 26th Floor, Boston, Massachusetts
02116-5034, for the following purposes:
-
To elect four Trustees of the Fund to serve for the term
indicated herein and until their successors shall have been duly elected
and qualified;
-
To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Shareholders of record at the close of business on June 12,
2009 will be entitled to vote at the Meeting to the extent described in the
accompanying proxy statement.
It is hoped that you will attend the Meeting, but if you
cannot do so, please complete and sign the enclosed proxy card and return it in
the accompanying envelope as promptly as possible or vote by telephone or
Internet. Any shareholder attending the Meeting can vote in person even though a
proxy may have already been designated by the shareholder.
Instructions for
the proper execution of the proxy card, as well as instructions on how to vote
by telephone and Internet, are set forth at the end of this proxy
statement.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.
By Order of the Board of Trustees
MICHAEL H. KOONCE
Secretary
June 30, 2009
EVERGREEN INCOME ADVANTAGE
FUND
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of Evergreen Income Advantage
Fund (the "Fund") for the Annual Meeting of Shareholders (the "Meeting") to be
held at Evergreen Investments, 200 Berkeley Street, 26th Floor, Boston,
Massachusetts 02116-5034, on August 7, 2009 at 10:00 a.m. Eastern time. The
address of the principal office of the Fund is Evergreen Investments, 200
Berkeley Street, Boston, Massachusetts 02116-5034.
This proxy statement, the accompanying Notice of Annual Meeting of
Shareholders, the proxy card and the Annual Report of the Fund for the period
ended April 30, 2009 will be first sent to shareholders on or about June 30,
2009.
You may obtain a copy of this proxy statement, the accompanying Notice of
Annual Meeting of Shareholders, the proxy card and the Annual Report of the Fund
for the period ended April 30, 2009 without charge by visiting the Web site
indicated on your proxy card.
Proxy Solicitation
The Board of Trustees intends to bring before the Meeting the matter set
forth in the accompanying notice ("Proposal 1"). Holders of common and
preferred shares (together, "Shares") of the Fund (together,
"Shareholders") will vote together on the election of Ms. Norris and
Messrs. Gifford, Keith and Scofield. You can vote by returning your
properly executed proxy card in the envelope provided or you may vote by
telephone or Internet by following the instructions at the end of this proxy
statement. When you complete and sign your proxy card, the proxies named will
vote on your behalf at the Meeting (or any adjournments thereof) exactly as you
have indicated. If no choice is specified, your Shares will be voted FOR the
election of the nominees named in the enclosed proxy card. If any other matters
are properly presented at the Meeting for action, the persons named as proxies
will vote in accordance with the views of management of the Fund. Shareholders,
including a broker who may hold Shares on your behalf, may revoke a
proxy prior to the Meeting by giving timely written notice of such revocation to
the Fund at the address above, by submitting a subsequent proxy timely and in
accordance with the methods prescribed by this proxy statement, or by attending
the Meeting and voting in person.
The Fund's Second Amended and Restated Agreement and Declaration of Trust
(the "Declaration") provides that the holders of thirty-three and a third
percent (33 1/3%) of the Shares issued and outstanding, present in person or by
proxy, shall constitute a quorum for the transaction of business at the Meeting.
With regard to the election of trustees, votes may be cast FOR all nominees or
the authority to vote may be WITHHELD either with respect to all of the nominees
or any individual nominee. Abstentions and broker non-votes (i.e., Shares held
by brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or other persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter), and
votes that are withheld will count for purposes of determining whether a quorum
is present but will have no effect with respect to the election
of trustees.
The affirmative vote of a plurality of the votes cast by Shareholders present
in person or represented by proxy at the Meeting and entitled to vote is
required for the election of Trustees.
In the event a quorum is not present at the Meeting or a quorum is present
but sufficient votes to approve a proposal are not received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. The persons named as proxies will vote in favor of an
adjournment those votes that may be voted in favor of the proposal. The persons
named as proxies will vote against any such adjournment those votes marked
against the proposal. The Meeting, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the Shares represented
at the Meeting, either in person or by proxy; or by the chair of the Meeting, in
his or her discretion. Abstentions and broker non-votes will not be voted on a
motion to adjourn.
Any proposal for which sufficient favorable votes have been received by the
time of the Meeting may be acted upon and considered final regardless of whether
the Meeting is adjourned to permit additional solicitation with respect to any
other proposal. In certain circumstances in which the Fund has received
sufficient votes to approve a matter being recommended for approval by the
Fund's Board of Trustees, the Fund may request that brokers and nominees, in
their discretion, withhold submission of broker non-votes in order to avoid the
need for solicitation of additional votes in favor of the proposal.
The Fund will bear the costs typically associated with the election of
Trustees. Solicitation may be undertaken by mail, telephone, facsimile and
personal contact. The Fund has engaged Computershare Fund Services to
solicit proxies from brokers, banks, other institutional holders and individual
Shareholders for a fee of approximately $8,000.00. This fee will be borne by the
Fund.
Voting Securities and Principal Holders
Thereof
Shareholders of record at the close of business on June 12, 2009 are entitled
to vote at the Meeting or any adjournment thereof to the extent set forth in
this proxy statement. As of June 12, 2009, the Fund had
outstanding 69,209,192 common shares and 7840 preferred shares. Each
common share will be entitled to one vote for each dollar, and a fractional vote
for each fraction of a dollar, of net asset value per share, as to any matter on
which the common share is entitled to vote. Each preferred share will be
entitled to the same number of votes as each common share (one vote per dollar
of the common share's net asset value), as to any matter on which the preferred
share is entitled to vote.
As of June 12, 2009, the Depository Trust Company owned of record
approximately 100% of the outstanding shares of the Fund. No person is reflected
on the books and records of the Fund as owning beneficially 5% or more of the
outstanding shares of any class of the Fund as of June 12, 2009.
As of June 12, 2009, the officers and Trustees of the Fund as a group
beneficially owned in the aggregate less than 1.00% of the common shares of the
Fund, less than 1.00% of the preferred shares of the Fund and less than
1.00% of the outstanding securities of Wells Fargo & Company ("Wells
Fargo"), the parent company of Evergreen Investment Management Company, LLC
("EIMC"), the Fund's investment advisor, and Tattersall Advisory Group, Inc.
("TAG"), the Fund's sub-advisor.
I. ELECTION OF TRUSTEES (Proposal
1)
The Board of Trustees has nominated four persons for election to the Fund's
Board of Trustees. Each of these nominees currently serves on the Fund's Board
of Trustees. In accordance with the Fund's Declaration, the Trustees have been
divided into three classes (each a "Class"): Class I, Class II and Class III.
The Trustees in each Class serve until the annual meeting for the year
indicated: Class I, 2009, Class II, 2010 and Class III, 2011 or, if later, until
their respective successors are elected and qualified. At each subsequent annual
meeting, the persons elected to the Class of Trustees whose terms are expiring
will generally be nominated for a three-year term. The effect of these staggered
terms is to limit the ability of other entities or persons to acquire control of
the Fund by delaying the replacement of a majority of the Board of Trustees. If
any nominee for any reason becomes unable to serve or is unwilling to serve, the
persons named as proxies in the enclosed proxy card will vote for the election
of such other person or persons as they may consider qualified. The Board of
Trustees has no reason to believe that any of the four nominees will be unable
or unwilling to serve.
The Board of Trustees of the Fund proposes the following nominees for
election at the Meeting:
K. Dun Gifford
|
Class I
|
2012 Annual
Meeting
1
|
Dr. Leroy Keith, Jr.
|
Class I
|
2012 Annual
Meeting
1
|
Patricia B. Norris
|
Class I
|
2012 Annual
Meeting
1
|
Michael S. Scofield
|
Class I
|
2012 Annual
Meeting
1
|
You cannot vote by proxy for anyone other than the four nominees currently
proposed to serve on the Board of Trustees.
Trustee and Nominee Trustee Information
The following tables contain specific information about
each Trustee and nominee Trustee as of April 30, 2009, unless otherwise
indicated, including: date of birth, principal occupation(s) during the past
five years, position held with the Fund, length of time served, any other
directorships held outside the Evergreen family of funds and number of
portfolios overseen by such Trustee and nominee Trustee. The address for each
Trustee and nominee Trustee is 200 Berkeley Street, Boston, Massachusetts
02116-5034.
Class I -
Non-Interested Nominee Trustees Proposed to serve until 2012
Annual Meeting of Shareholders
|
K. Dun Gifford
DOB:
10/23/1938
3,
4,
5
|
Trustee
|
Trustee since 2004
|
Chairman and
President, Oldways Preservation and Exchange Trust (education); Trustee,
Member of the Executive Committee, and Former Treasurer, Cambridge College
|
77
|
None
|
Dr. Leroy Keith,
Jr.
DOB: 2/14/1939
4,
5
|
Trustee
|
Trustee since 2004
|
Managing Director,
Almanac Capital Management (commodities firm); Trustee, Phoenix Fund
Complex; Director, Diversapack Co. (packaging company); Former Partner,
Stonington Partners, Inc. (private equity fund); Former Director, Obagi
Medical Products Co.; Former Director, Lincoln Educational Services
|
77
|
Trustee, Phoenix Fund
Complex (consisting of 50 portfolios as of 12/31/08)
|
Patricia B. Norris
DOB: 4/9/1948
5,
6
|
Trustee
|
Trustee since 2006
|
President and
Director of Buckleys of Kezar Lake, Inc. (real estate company); Former
President and Director of Phillips Pond Homes Association (home
community); Former Partner, PricewaterhouseCoopers, LLP (independent
registered public accounting firm)
|
77
|
None
|
Michael S.
Scofield
DOB: 2/20/1943
3,
5
|
Trustee
|
Trustee since 2004
|
Retired Attorney, Law
Offices of Michael S. Scofield; Former Director and Chairman, Branded
Media Corporation (multi-media branding company)
|
77
|
None
|
Class II
- Non-Interested Trustees to serve until 2010 Annual Meeting of
Shareholders
|
Charles A. Austin
III
DOB: 10/23/1934
6
|
Trustee
|
Trustee since 2004
|
Investment Counselor,
Anchor Capital Advisors, LLC. (investment advice); Director, The Andover
Companies (insurance); Trustee, Arthritis Foundation of New England;
Former Director, The Francis Ouimet Society (scholarship program); Former
Director, Executive Vice President and Treasurer, State Street Research
& Management Company (investment advice)
|
77
|
None
|
Carol A. Kosel
DOB:
12/25/1963
5,
7
|
Trustee
|
Trustee since 2008
|
Former Consultant to
the Evergreen Boards of Trustees; Former Vice President and Senior Vice
President, Evergreen Investments, Inc.; Former Treasurer, Evergreen Funds;
Former Treasurer, Vestaur Securities Fund
|
77
|
None
|
Gerald M. McDonnell
DOB: 7/14/1939
4
|
Trustee
|
Trustee since 2004
|
Former Manager of
Commercial Operations, CMC Steel (steel producer)
|
77
|
None
|
Richard J.
Shima
DOB: 8/11/1939
4
|
Trustee
|
Trustee since 2004
|
Independent
Consultant; Director, Hartford Hospital; Trustee, Greater Hartford YMCA;
Former Director, Trust Company of CT; Former Trustee, Saint Joseph College
(CT)
|
77
|
None
|
Class III
- Non-Interested Trustees to serve until 2011 Annual Meeting of
Shareholders
|
David M.
Richardson
DOB: 9/19/1941
7,
8
|
Trustee
|
Trustee since 2004
|
President,
Richardson, Runden LLC (executive recruitment advisory services);
Director, J&M Cumming Paper Co. (paper merchandising); Trustee, NDI
Technologies, LLP (communications); Former Consultant, AESC (The
Association of Executive Search Consultants)
|
77
|
None
|
Dr. Russell A. Salton,
III
DOB: 6/2/1947
3,
5,
6
|
Trustee
|
Trustee since 2004
|
President/CEO,
AccessOne MedCard, Inc.
|
77
|
None
|
Class III
- Interested Trustees to serve until 2011 Annual Meeting of
Shareholders
|
William W.
Pettit
DOB: 8/26/1955
7,
9,
8
|
Trustee
|
Trustee since 2004
|
Partner and Vice
President, Kellam & Pettit, P.A. (law firm); Director, Superior
Packaging Corp. (packaging company); Member, Superior Land, LLC (real
estate holding company), Member, K&P Development, LLC (real estate
development); Former Director, National Kidney Foundation of North
Carolina, Inc. (non-profit organization)
|
77
|
None
|
Richard K.
Wagoner
DOB: 12/12/1937
4,
10
|
Trustee
|
Trustee since 2004
|
Member and Former
President, North Carolina Securities Traders Association; Member,
Financial Analysts Society
|
77
|
None
|
The following table contains specific information about the dollar range of
equity securities beneficially owned by each Trustee and nominee Trustee in the
Fund and the aggregate dollar range of equity securities in other funds in the
Evergreen family of funds overseen by the Trustees.
Non-Interested Trustees
|
Charles A. Austin
III
1
|
$0
|
Over $100,000
|
K. Dun
Gifford
2
|
$0
|
Over $100,000
|
Dr. Leroy Keith,
Jr.
2
|
$0
|
Over $100,000
|
Carol A. Kosel
|
$0
|
Over $100,000
|
Gerald M.
McDonnell
1
|
$0
|
Over $100,000
|
Patricia B.
Norris
2
|
$0
|
Over $100,000
|
David M. Richardson
|
$0
|
Over $100,000
|
Dr. Russell A.
Salton, III
1
|
$0
|
Over $100,000
|
Michael S.
Scofield
1,
2
|
$0
|
Over $100,000
|
Richard J.
Shima
1
|
$10,001-$50,000
|
Over $100,000
|
Interested Trustees
|
William W.
Pettit
1
|
$0
|
Over $100,000
|
Richard K. Wagoner
|
$0
|
Over $100,000
|
Board Meetings and Committees
The Fund is supervised by a Board of Trustees. The Trustees meet periodically
throughout the year to oversee the Fund's activities, reviewing, among other
things, the Fund's performance and its contractual arrangements with various
service providers. During the fiscal year ended April 30, 2009, the Board of
Trustees held 5 regular meetings and 11 special meetings. Each Trustee
attended at least 75% of the aggregate of the total number of meetings of the
Board and Committees on which he or she served.
The Fund has an Executive Committee which consists of K. Dun Gifford, Dr.
Russell A. Salton, III and the Chairman of the Board, Michael S. Scofield, each
of whom is not an "interested person" of the Fund as defined in the 1940 Act (an
"Independent Trustee"). The Executive Committee recommends Trustees to fill
vacancies, prepares the agenda for Board Meetings, acts on routine matters
between scheduled Board meetings and reviews and resolves conflicts of interest
between the Fund and the Fund's investment advisor or its affiliates. The
Executive Committee also oversees and assists Trustee oversight of: litigation
commenced by or against the Evergreen funds; litigation commenced by or against
any service provider to the Evergreen funds that relates to the Evergreen funds
or that may have a material effect on the service provider's ability to perform
its services to the Evergreen funds; non-routine regulatory actions,
examinations, inspections, or other activities in respect of any service
provider to the Evergreen funds that relate to its services to the Evergreen
funds or that may have a material effect on the service provider's ability to
perform its services to the Evergreen funds. The Executive Committee also
functions as the Nominating Committee and the Qualified Legal Compliance
Committee (as further described below). The Executive Committee met 37
times during fiscal year 2009.
The Nominating Committee is responsible for nominating candidates for
election to the Board of Trustees by the full Board. The Committee may solicit
suggestions for persons to fill vacancies on the Board of Trustees from such
sources as it deems appropriate, including EIMC. The Committee will consider
nominations for openings on the Board of Trustees from Shareholders who have
separately or as a group held for at least one full year at least 5% of the
outstanding shares of the Fund. For additional detail, please see the Fund's
Policy for the Consideration of Trustee Nominees attached as Exhibit B.
The Qualified Legal Compliance Committee is responsible for establishing
written procedures for the confidential receipt, retention and consideration of
any report of evidence of a material violation of an applicable U.S. federal or
state securities law, a material breach of a fiduciary duty arising under U.S.
federal or state law, or a similar material violation of any U.S. federal or
state law by a Fund or by any officer, Trustee, employee or agent of a Fund. The
Committee is also responsible for determining whether an investigation is
necessary regarding any report of evidence of a material violation. If it is
determined that there has been a material violation, the Committee is
responsible for informing the Fund's chief legal officer and chief executive
officer and taking all other appropriate actions to respond to evidence of a
material violation.
The Fund has a 15(c) Committee which consists of K. Dun Gifford, Dr. Leroy
Keith, Jr., Carol A. Kosel, Patricia B. Norris, Dr. Russell A. Salton, III and
the Chairman of the Committee, Michael S. Scofield, each of whom is an
Independent Trustee. The 15(c) Committee is responsible for gathering relevant
information to assist the full Board in fulfilling its obligations relating to
the initial approval and renewal of advisory and distribution contracts pursuant
to Section 15 of the 1940 Act. It may request information from and submit
questions to the Fund's investment advisor and its affiliates in order for the
full Board of Trustees to determine whether or not to enter into or renew Fund
contracts. The 15(c) Committee met 2 times during fiscal year 2009.
The Fund has an Audit Committee which consists of Dr. Russell A. Salton, III,
Charles A. Austin III and the Chairperson of the Committee, Patricia B. Norris,
each of whom is an Independent Trustee. The purpose of the Audit Committee is to
review the Fund's accounting and financial reporting policies and practices,
their internal controls and, as appropriate, the internal controls of certain
service providers, review the quality and objectivity of the Fund's financial
statements and the independent audits thereof, and to act as liaison between the
Fund's independent auditors and the Board of Trustees. The Audit Committee also
oversees and assists Trustee oversight of matters related to pricing and
valuation of portfolio securities. Each member of the Audit Committee is
"independent" as defined in the listing standards of the NYSE Alternext
U.S. Exchange (formerly known as the American Stock Exchange). The Audit
Committee met 17 times during fiscal year 2009.
The Fund has a Performance Committee which consists of K. Dun Gifford, Gerald
McDonnell, Richard J. Shima, Richard K. Wagoner and the Chairman of the
Committee, Dr. Leroy Keith, Jr. The Performance Committee reviews all activities
involving investment-related issues and activities of EIMC and any sub-advisors
to the Evergreen funds and assesses the performance of the Evergreen funds. With
the exception of Mr. Wagoner, the members of the Performance Committee are
Independent Trustees. The Performance Committee met 7 times during
fiscal year 2009.
The Fund has a Distribution, 12b-1, and Service Committee (formerly the 12b-1
Committee) which consists of David M. Richardson, William W. Pettit, and Carol
A. Kosel, the Chairperson of the Committee, each of whom is an Independent
Trustee, and William W. Pettit. It is possible that Mr. Pettit may be viewed as
an "interested person" of the Evergreen funds, as defined in the 1940 Act,
because of his law firm's previous representation of affiliates of Wells Fargo,
the parent company of EIMC, the Evergreen funds' investment advisor. The
Trustees are treating Mr. Pettit as an interested trustee for the time being.
The Distribution, 12b-1, and Service Committee oversees and assists Trustee
oversight of: the means by which shares of the Evergreen funds are distributed;
expenditures by the Evergreen funds' distributor of amounts paid under the
funds' Rule 12b-1 plans; the nature and quality of services provided by the
Evergreen fund's transfer agents; and the overall level of servicing provided to
shareholders of the Fund. The Distribution, 12b-1, and Service Committee
met 4 times during fiscal year 2009.
Nominating Committee Process
The Executive Committee also functions as the Nominating Committee. The
members of the Executive Committee are "independent" as defined in the NYSE
Alternext U.S. Exchange's listing standards. The Executive Committee Charter
details the Nominating Committee functions. A copy of the Evergreen funds'
Executive Committee Charter is attached as Exhibit A.
The Board of Trustees has approved a policy pursuant to which the Board of
Trustees may consider nominees for election as Trustees. The policy states the
minimum nominee qualifications, the process for identifying and evaluating
trustee nominees and the process for considering nominees recommended by
shareholders. The Evergreen funds' Policy for the Consideration of Trustee
Nominees is attached as Exhibit B.
Communications with Board Members
The Board of Trustees has approved a policy for
communications with Board members. Any shareholder who wishes to send a
communication to the Board of Trustees of an Evergreen fund should send the
communications to the Evergreen Board of Trustees, P.O. Box 20083, Charlotte,
North Carolina 28202. If a shareholder wishes to send a communication directly
to an individual Trustee or to a Committee of the Fund's Board of Trustees, the
communication should be specifically addressed to such individual Trustee or
Committee and sent to the above address.
Trustee Attendance Policy at Annual
Shareholder Meetings
The Evergreen funds that are listed on the NYSE Alternext
U.S. Exchange are required to hold an Annual Meeting of Shareholders. On
March 18, 2004, the Board of Trustees approved a policy for Trustee attendance
at annual shareholder meetings that encourages Trustee attendance at each Annual
Meeting of Shareholders in person or by video conference.
Ms. Carol A. Kosel and Mr. Charles A. Austin III attended the previous
year's Annual Meeting of Shareholders.
Current Officers
The following table contains specific information about
each principal executive officer of the Fund as of April 30, 2009, including:
name, address and age, position held with the Fund, length of time served and
principal occupation(s) during the past five years, including offices held with
EIMC, Wells Fargo and their affiliated companies.
W. Douglas Munn
200 Berkeley Street, Boston, MA 02116
DOB: 4/21/1963
|
President since 2009
|
Chief Operating
Officer, Wells Fargo Funds Management, LLC; Chief Operating Officer,
Evergreen Investment Company, Inc.
|
Kasey L. Phillips
200 Berkeley Street Boston, MA 02116-5034
DOB: 12/12/1970
|
Treasurer since 2005
|
Senior Vice
President, Evergreen Investment Services, Inc.; Former Vice President,
Evergreen Investment Services, Inc.; Former Assistant Vice President,
Evergreen Investment Services, Inc.
|
Michael H. Koonce
200 Berkeley Street Boston, MA 02116-5034
DOB: 4/20/1960
|
Secretary since 2003
|
Senior Vice President
and General Counsel, Evergreen Investment Services, Inc.; Senior Vice
President and Assistant General Counsel, Wachovia Corporation
|
Robert Guerin
200
Berkeley Street Boston, MA 02116-5034
DOB: 9/20/1965
|
Chief Compliance
Officer since 2007
|
Chief Compliance
Officer, Evergreen Funds and Senior Vice President of Evergreen Investment
Company, Inc; Former Managing Director and Senior Compliance Officer,
Babson Capital Management LLC; Former Principal and Director, Compliance
and Risk Management, State Street Global Advisors; Former Vice President
and Manager, Sales Practice Compliance, Deutsche Asset Management
|
W. Douglas Munn oversees the operations of the Fund. Michael H. Koonce
is responsible for maintaining the minutes of all meetings and actions of
Trustees and Shareholders. Kasey L. Phillips is responsible for maintaining the
books and records of the Fund and for working with the Fund's portfolio managers
on a continuous basis to ensure that accounting records are properly maintained.
Robert Guerin is responsible for reviewing Fund policies and procedures and
monitoring the Fund's compliance with them.
Other Remuneration and Affiliations of
Officers and Trustees
Fees, salaries or other remuneration of officers of the
Fund who also serve as officers or employees of EIMC or any of its affiliated
companies are borne by EIMC or the Wells Fargo affiliate for whom the individual
serves. The Fund's principal executive officers did not receive any compensation
or expense reimbursement from the Fund for the fiscal year ended April 30, 2009.
The Fund reimburses all Trustees for expenses incurred in connection with
attending meetings of the Board of Trustees. For the fiscal year ended April 30,
2009, the Trustees earned the following compensation from the Fund and the
Evergreen fund complex:
Non-Interested Trustees
|
Charles
A. Austin III, Trustee
|
$1,718
|
N/A
|
$246,333
3
|
K. Dun
Gifford, Trustee
4
|
$1,671
|
N/A
|
$241,983
|
Dr.
Leroy Keith, Jr., Trustee
4
|
$1,647
|
N/A
|
$238,583
|
Carol
A. Kosel, Trustee
|
$1,581
|
N/A
|
$229,000
|
Gerald
M. McDonnell, Trustee
|
$1,427
|
N/A
|
$207,083
3
|
Patricia B. Norris, Trustee
4
|
$1,573
|
N/A
|
$230,483
|
David
M. Richardson, Trustee
|
$1,447
|
N/A
|
$209,583
|
Dr.
Russell A. Salton, III, Trustee
|
$1,705
|
N/A
|
$246,983
3
|
Michael
S. Scofield, Trustee
4
|
$2,466
|
N/A
|
$355,900
3
|
Richard
J. Shima, Trustee
|
$1,452
|
N/A
|
$210,583
3
|
Interested Trustees
|
William
W. Pettit, Trustee
|
$1,566
|
N/A
|
$226,000
|
Richard
K. Wagoner, Trustee
|
$1,419
|
N/A
|
$206,083
|
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's Trustees, principal executive officers
and certain other persons to file reports regarding ownership of, and
transactions in, the Fund's securities with the Securities and Exchange
Commission (the "SEC"). Copies of the required filings must also be furnished to
the Fund. For the prior fiscal year, the Fund believes that all reports required
to be filed by the Fund's officers and Trustees were filed on a timely basis
except that a Form 4, Statement of Changes in Beneficial Ownership, was not
filed timely for Andrew Cestone, the Fund's portfolio manager.
Forms 3, 4, and 5 for the officers and Trustees of the Fund may be
accessed through Evergreen Investments' Web site at
www.EvergreenInvestments.com.
Service Providers
Investment Advisor and Administrator
. EIMC, an indirect wholly owned
subsidiary of Wells Fargo, a California-based, multi-bank financial holding
company subject to the Bank Holding Company Act of 1956, as amended, and the
rules and regulations promulgated thereunder, currently serves as both the
Fund's investment advisor and administrator. EIMC has been managing mutual funds
and private accounts since 1932. The principal business address of EIMC is 200
Berkeley Street, Boston, Massachusetts 02116-5034.
Investment Sub-advisor
. TAG, a subsidiary of Wells Fargo and an
affiliate of EIMC, currently serves as a sub-advisor to the Fund. The principal
business address of TAG is 6802 Paragon Place, Suite 200, Richmond, Virginia
23230.
Transfer Agent
. Computershare Fund Services is the Fund's transfer
agent and is located at P.O. Box 43010, Providence, Rhode Island 02940-3010.
Independent Registered Public Accounting Firm
. KPMG LLP ("KPMG"), 99
High Street, Boston, Massachusetts 02110, has been approved by the Trustees of
the Fund as the independent registered public accounting firm of the Fund for
the current fiscal year ending April 30, 2010.
The Audit Committee of the Board of Trustees unanimously recommended the
selection of KPMG, and the Board of Trustees unanimously approved such
selection, at a meeting held on June 11, 2009.
The Fund's Audit Committee has established and adopted policies and
procedures for pre-approving audit services, audit-related services, tax
services and all other services provided by the Fund's independent registered
public accounting firm as well as the fee levels or budgeted amounts for those
services. The Fund's policies and procedures include reporting and request or
application requirements that are intended to keep the Audit Committee informed
of all the services provided by the Fund's independent registered public
accounting firm. In addition, the Fund's Chief Compliance Officer is required to
monitor the performance of the services provided by the Fund's independent
registered public accounting firm in order to determine whether those services
are in compliance with the Fund's pre-approval policies and procedures and to
report the results of this monitoring to the Audit Committee on a periodic
basis. The Fund's pre-approval policies and procedures do not delegate any of
the Audit Committee's responsibilities under the Exchange Act for pre-approving
services performed by the Fund's independent registered public accounting firm
to the Fund's management.
A representative of KPMG, if requested by any Shareholder, will be present
via telephone at the Meeting to respond to appropriate questions from
Shareholders and will have an opportunity to make a statement if he or she
chooses to do so. It is not expected that such representative will be present in
person at the Meeting.
In approving the selection of KPMG for the Fund, the Audit Committee
considered, in addition to other practices and requirements relating to the
selection of the Fund's independent registered public accounting firm, whether
any services performed by KPMG for the Fund and the investment advisor and for
certain related parties for which KPMG received non-audit fees are compatible
with maintaining the independence of KPMG as the Fund's independent registered
public accounting firm.
On June 11, 2009, the Audit Committee reviewed and discussed with management
the Fund's audited financial statements for the fiscal year ended April 30,
2009. The Audit Committee has reviewed and discussed with KPMG the matters
required to be discussed by Statements on Auditing Standards, No. 61,
Communication with Audit Committees
. The Audit Committee has received the
written disclosures and the letter from KPMG required by Independence Standards
Board Standard No. 1, and has discussed with KPMG its independence. Based on
these reviews and discussions, the Audit Committee recommended to the Board of
Trustees that the audited financial statements be included in the annual report
to Shareholders for the previous fiscal year for filing with the SEC.
The following table presents fees billed for professional audit services
rendered by KPMG for the audit of the Fund's annual financial statements for the
fiscal years ended April 30, 2008 and 2009, respectively, and for fees billed
for other services rendered by KPMG to the Fund. There were no fees paid to KPMG
during the fiscal years where the de minimis exception was used.
Audit
fees
|
$74,800
|
$52,925
|
Audit-related fees
|
$0
|
$0
|
Tax
fees
1
|
$0
|
$727
|
Non-audit fees
2
|
$720,000
|
$1,162,374
|
All
other fees
|
$0
|
$0
|
The Board of Trustees has adopted a written charter for the Audit Committee
which is attached to this proxy statement as Exhibit C (the "Charter"). The
Audit Committee reviews the Charter at least annually and may recommend changes
to the Board.
The Audit Committee consists of Dr. Russell A. Salton, III, Charles A. Austin
III and the Chairperson of the Committee, Patricia B. Norris, each of whom is an
Independent Trustee.
Other Business
As of the date of this proxy statement, neither the Fund's
officers nor EIMC are aware of any other business to come before the
Meeting other than as set forth in the Notice of Annual Meeting of Shareholders.
If any other business is properly brought before the Meeting, or any adjournment
thereof, the persons named as proxies in the enclosed proxy card will vote
in accordance with the views of management of the Fund.
Required Vote for Proposal 1
If a quorum is met, the affirmative vote of a plurality of
the votes cast by shareholders present in person or represented by proxy at the
Meeting and entitled to vote is required for the election of trustees (Proposal
1).
Notice
A Certificate of Trust in respect of the Fund is on file
with the Secretary of the State of Delaware. As provided in the Fund's
Declaration, the obligations of any instrument made or issued by any Trustee or
Trustees or by any officer or officers of the Fund are not binding upon any of
them or the Shareholders individually, but are binding only upon the assets and
property of the Fund.
Shareholder
Proposals
Currently, the Fund holds an annual meeting of Shareholders for the purpose
of electing Trustees.
Any Shareholder desiring to present a proposal for consideration at the 2010
annual meeting of Shareholders of the Fund to be included in the Fund's proxy
materials should submit such a timely proposal in writing to the Secretary, c/o
Evergreen Investment Services, Inc., Evergreen Income Advantage Fund, 200
Berkeley Street, Boston, MA 02116-5034 by the close of business on or before
March 29, 2010.
Any Shareholder desiring to present a proposal for consideration at the 2010
annual meeting of Shareholders of the Fund that will not be included in the
Fund's proxy materials should submit such a timely proposal in writing to the
Secretary, c/o Evergreen Investment Services, Inc., Evergreen Income Advantage
Fund, 200 Berkeley Street, Boston, MA 02116-5034 by the close of business on or
before April 28, 2010, but no earlier than March 30, 2010.
The persons named as proxies for the annual meeting of Shareholders of the
Fund for 2009 will have discretionary authority to vote on any matters presented
at the meeting of which the Fund did not have notice on or before May 13, 2010.
Mere submission of a proposal does not guarantee inclusion of the proposal in
the proxy statement or presentation of the proposal at the 2010 annual meeting
since such inclusion and presentation are subject to various conditions and
requirements, including those required by applicable law.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF EACH NOMINEE AS A TRUSTEE.
Michael H. Koonce, Secretary
June 30, 2009
Instructions for Executing Proxy
Card
The following general rules for signing proxy cards may be of assistance to
you and may help to avoid the time and expense involved in validating your vote
if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
Registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the Registration on the proxy
card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of Registration. For
example:
REGISTRATION CORPORATE ACCOUNTS
|
|
VALID SIGNATURE
|
(1) ABC Corp.
|
|
ABC Corp.
|
(2) ABC Corp.
|
|
John Doe, Treasurer
|
(3) ABC Corp. c/o John Doe, Treasurer
|
|
John Doe
|
(4) ABC Corp. Profit Sharing Plan
|
|
John Doe, Trustee
|
TRUST ACCOUNTS
|
|
|
(1) ABC Trust
|
|
Jane B. Doe, Trustee
|
(2) Jane B. Doe, Trustee u/t/d
12/28/78
|
|
Jane B. Doe
|
CUSTODIAL OR ESTATE ACCOUNTS
|
|
|
(1) John B. Smith, Cust. f/b/o John B.
Smith, Jr. UGMA
|
|
John B. Smith
|
(2) John B. Smith
|
|
John B. Smith, Jr., Executor
|
After completing your proxy card, return it in the enclosed postage-paid
envelope.
OTHER WAYS TO VOTE YOUR PROXY
VOTE BY TELEPHONE:
1. Read the proxy statement and have your proxy card at hand.
2. Call the
toll-free number on your proxy card.
VOTE BY INTERNET:
1. Read the proxy statement and have your proxy card at hand.
2. Go to the
Web site indicated on your proxy card and follow the voting instructions.
The Internet and telephone voting procedures are designed to authenticate
Shareholder identities, to allow Shareholders to give their voting instructions,
and to confirm that Shareholders' instructions have been recorded properly.
Please note that, although there is no charge to you for voting by telephone or
electronically through the Internet associated with this proxy statement, there
may be costs associated with electronic access, such as usage charges from
Internet service providers and telephone companies, that must be borne by the
Shareholders.
Voting by telephone or Internet is generally available 24 hours a day. Do not
mail the proxy card if you are voting by telephone or Internet. If you have any
questions about voting, please call Computershare Fund Services, our proxy
solicitor, at (866) 641-4254 (toll free).
Exhibit A
EXECUTIVE COMMITTEE CHARTER
EVERGREEN FUNDS
1) The Executive Committee shall be composed entirely of independent
Trustees.
2) The purposes of the Executive Committee are:
a) To formulate policies and procedures governing the Board's structure and
operation;
b) To act as liaison between Evergreen (Evergreen Investment Management
Company, LLC, Evergreen Investment Services, Inc. and Evergreen Service Company,
LLC) and the full Board of Trustees;
c) To act on behalf of the Board between regular Board meetings;
d) To act as the Qualified Legal Compliance Committee of the Board of
Trustees;
e) To act as the Nominating Committee of the Board of Trustees;
f) To oversee generally the status of any litigation commenced by or against
the Evergreen Funds; litigation commenced by or against any service provider to
the Funds that relates to the Funds or that may have a material effect on the
service provider's ability to perform its services to the Funds; non-routine
regulatory actions, examinations, inspections, or other activities in respect of
the Funds; and non-routine regulatory actions, examinations, inspections, or
other activities in respect of any service provider to the Funds that relate to
its services to the Funds or that may have a material effect on the service
provider's ability to perform its services to the Funds (all of the foregoing
referred to herein as "Legal Proceedings");
g) To regularly review the Funds' securities lending activities; and
h) To review the proxy voting activity for the Funds, including the results
of proxy votes and related matters.
3) To carry out its purposes, the Executive Committee shall have the
following duties and, without limitation, the following powers:
a) To prepare and recommend to the full Board written policies and procedures
governing the structure and operation of the Board, including but not limited to
policies relating to Board size, qualifications for Board membership, filling of
vacancies, committees, compensation and retirement; and from time to time to
review such policies and procedures and recommend any changes;
b) To select and to recommend to the full Board persons to fill vacancies on
the Board;
c) To recommend to the full Board the amount of compensation to be paid to
Trustees for service on the Board and on committees of the Board;
d) To take on behalf of the Board, between regular meetings of the full
Board, any actions required to be taken by the Board that are not required by
the Declaration of Trust or applicable law to be taken by the full Board or by
another group of Trustees;
e) To report its activities to the full Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Executive Committee may deem necessary or appropriate;
f) To submit Trustees' inquiries to the Evergreen Funds' investment adviser
and its affiliates in connection with contract approvals;
g) In connection with its oversight of the status of any Legal Proceedings
(i) meet with internal Evergreen Investment Management Company, LLC ("EIMC")
counsel, and external counsel, if any, responsible for any Legal Proceedings as
and to the extent the Committee believes appropriate in connection with its
oversight responsibilities; (ii) generally oversee the filing by service
providers of class action settlement documentation on behalf of the Funds and
reporting from time to time to the full Board of Trustees with respect thereto;
(iii) report to the full Board of Trustees periodically as to the status of any
Legal Proceedings reviewed by the Committee.
4) The Executive Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require.
5) The Executive Committee shall have the resources and authority appropriate
to discharge its responsibilities.The Executive Committee shall review this
Charter at least annually and recommend any changes to the full Board of
Trustees.
Last Approved: June 14, 2007
Last Revised: May 21, 2007
Exhibit B
POLICY FOR THE CONSIDERATION OF TRUSTEE
NOMINEES
EVERGREEN TRUSTS
The following Policy for the Consideration of Trustee Nominees (the "Policy")
shall be followed by the Executive Committee (the "Committee") of each Evergreen
Trust in filling vacancies on the Boards of Trustees or when Trustees are to be
nominated for election by shareholders.
Minimum Nominee Qualifications
1. With respect to nominations for Trustees who are not interested persons of
a Fund as defined by Section 2(a)(19) of the Investment Company Act of 1940 (the
"1940 Act") ("Disinterested Trustees"), nominees shall be independent of the
Fund's investment adviser and other principal service providers. The Committee
shall also consider the effect of any relationship beyond those delineated in
the 1940 Act that might impair independence, such as business, financial or
family relationships with the investment adviser or its affiliates.
2. All nominees must qualify under all applicable laws and regulations.
3. The proposed nominee may not be within five years of the Fund's retirement
age for Trustees unless he or she is nominated for re-election.
4. The Committee may also consider such other factors as it may determine to
be relevant.
Other Qualifications
1. With respect to all proposed nominees, the Committee shall consider
whether the proposed nominee serves on boards of or is otherwise affiliated with
competing financial service organizations or their related fund complexes or
companies in which the Evergreen Funds may invest.
2. The Committee shall consider whether the proposed nominee is able to and
intends to commit the time necessary for the performance of Trustee duties.
3. The Committee shall consider the integrity and character of the proposed
nominee, and the proposed nominee's compatibility with the current Trustees.
4. The Committee may require an interview with the proposed nominee.
Nominees Recommended by Shareholders
1. The Committee shall consider nominations for openings on the Board of
Trustees from shareholders who have separately or as a group held for at least
one full year 5% of the shares of a Fund.
2. The Committee shall give candidates recommended by shareholders the same
consideration as any other candidate.
3. Shareholder recommendations should be sent to the attention of the
Committee in care of the Fund's Secretary and should include biographical
information, including business experience for the past ten years and a
description of the qualifications of the proposed nominee, along with a
statement from the proposed nominee that he or she is willing to serve and meets
the requirements to be a Disinterested Trustee, if applicable.
Process for Identifying and Evaluating Trustee Nominees
1. When identifying and evaluating prospective nominees for openings on the
Board of Trustees, the Committee shall review all recommendations in the same
manner, including those received from shareholders.
2. The Committee shall first determine if the prospective nominee meets the
minimum qualifications set forth above. Those proposed nominees meeting the
minimum qualifications will then be considered by the Committee with respect to
the other qualifications listed above, and any other qualifications deemed to be
important by the Committee.
3. Those nominees selected by the Committee shall be recommended to the
Boards of Trustees.
Last Approved: December 6, 2007
Last Revised: November
1, 2007
Exhibit C
AMENDED AND RESTATED AUDIT COMMITTEE
CHARTER
(Amended and Restated as of March 12, 2009)
The Board of Trustees (the "Board") of each Evergreen fund (each a "Fund")
has adopted this Charter to govern the activities of the Audit Committee (the
"Committee") of the Board with respect to its oversight of each Fund. This
Charter applies separately to each Fund and its particular Board and Committee,
and shall be interpreted accordingly. This Charter supersedes and replaces any
audit committee charter previously adopted for the Fund by the Board or a
committee of the Board.
Statement of Purpose and Functions
The Committee's general purpose is to oversee the Fund's accounting and
financial reporting processes and the audits of the Fund's financial statements,
and its internal controls, and, as appropriate, the internal controls of certain
service providers, including by assisting with the Board's oversight of the
integrity of the Fund's financial statements, the Fund's compliance with legal
and regulatory requirements, the qualifications and independence of the Fund's
independent auditors, and the performance of the Fund's internal control systems
and independent auditors. The Committee's purpose is also to prepare reports
required by Securities and Exchange Commission rules to be included in the
Fund's annual proxy statements, if any.
The Committee's function is oversight. While the Committee has the
responsibilities set forth in this Charter, it is not the responsibility of the
Committee to plan or conduct audits, to prepare or determine that the Fund's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. Fund management is
responsible for Fund accounting and the implementation and maintenance of the
Fund's internal control systems, and the independent auditors are responsible
for conducting a proper audit of the Fund's financial statements. The Committee
has the responsibility to review the quality and objectivity of the Fund's
financial statements and the independent audits thereof and to act as liaison
between the Fund's independent auditors and the Board. Members of the Committee
are not employees of the Fund and, in serving on this Committee, are not, and do
not hold themselves out to be, acting as accountants or auditors. As such, it is
not the duty or responsibility of the Committee or its members to conduct "field
work" or other types of auditing or accounting reviews or procedures. Each
member of the Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within management and outside the Fund from which the
Committee receives information and (ii) the accuracy of financial and other
information provided to the Committee by such persons or organizations absent
actual knowledge to the contrary. Nothing in this Charter shall be construed to
reduce the responsibilities or liabilities of the Fund's service providers,
including its independent auditors.
The Committee also serves as the Fund's Pricing Committee and, in such
capacity, reviews issues and activities related to the valuation of the Fund's
securities.
Membership
The Committee shall have at least three (3) members. Each member of the
Committee must be a member of the Board. The Board may remove or replace any
member of the Committee at any time in its sole discretion. One or more members
of the Committee may be designated by the Board as the Committee's chairman or
co-chairman, as the case may be.
Each Committee member must be an "independent" trustee, as that term is
interpreted for purposes of Section 10A of and Rule 10A-3(b) under the
Securities Exchange Act of 1934, as amended, and the listing standards of each
exchange on which shares of any Evergreen fund are traded (each, an "Exchange"),
taking into account any exceptions to those requirements set forth in such
statute, rule, or listing standards. In addition, none of the Committee's
members shall be an "interested person" of the Fund, as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "Investment
Company Act"). The Committee members shall be independent trustees who, in the
view of the Board, are free of any relationship that would interfere with the
exercise of independent judgment. The Committee members shall collectively
satisfy the independence, financial sophistication or expertise, and financial
literacy standards of each Exchange.
1
The Board of each Fund will determine whether there is at least one member of
the Committee who is an independent audit committee financial expert as defined
in Item 3 of Form N-CSR.
Responsibilities and Duties
The Committee's policies and procedures shall remain flexible to facilitate
the Committee's ability to react to changing conditions and to generally
discharge its functions. The following describe areas of attention in broad
terms. The Committee shall:
1. Be directly responsible for the appointment, terms of engagement,
compensation, and retention or termination of the Fund's independent auditors
based on such matters as the Committee deems appropriate, including an
evaluation of their independence and the nature and performance of the audit and
any permitted non-audit services. The Fund's independent auditors must report
directly to the Committee, which shall be directly responsible for the oversight
of the independent auditors and resolution of disagreements between management
and the independent auditors relating to financial reporting. The Board and the
Fund's shareholders shall have such rights to approve, ratify and replace the
Fund's independent auditors as are required by applicable law.
2. To consider the independence of the Fund's independent auditors at least
annually, and in connection therewith receive on a periodic basis formal written
disclosures and letters from the independent auditors as required by the
Independence Standards Board Standard ("ISB") No. 1 (or any subsequent
replacement Standard). The Committee shall have responsibility for actively
engaging in a dialogue with the independent auditors with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent auditors and for taking or recommending that the
Board take appropriate action to oversee the auditors' independence.
3. To the extent required by applicable regulations (or if the Committee
otherwise considers it appropriate), pre-approve (i) all audit and permitted
non-audit services rendered by the independent auditors to the Fund and (ii) all
non-audit services rendered by the independent auditors to the Fund's investment
advisers (including sub-advisers) and to certain of the investment advisers'
affiliates. The Committee may implement policies and procedures by which such
services are approved other than by the full Committee.
4. Review the fees charged by the independent auditors to the Fund, the
investment advisers and certain affiliates of the investment advisers for audit,
audit-related and permitted non-audit services.
5. If and to the extent that the Fund intends to have employees, set clear
policies for the hiring by the Fund of employees or former employees of the
Fund's independent auditors.
6. Obtain and review at least annually a report from the independent auditors
describing (i) the accounting firm's internal quality-control procedures, (ii)
any material issues raised (a) by the accounting firm's most recent internal
quality-control review or peer review or (b) by any governmental or other
professional inquiry or investigation performed within the preceding five years
respecting one or more independent audits carried out by the firm, and any steps
taken to address any such issues, and (iii) all relationships between the
independent auditors and the Fund.
7. Review with the Fund's independent auditors arrangements for and the scope
of the annual audit and any special audits, including the form of any opinion
proposed to be rendered to the Board and shareholders of the Fund.
8. If the Fund's shares are listed on an Exchange, meet with management and
the independent auditors to review and discuss the Fund's annual audited
financial statements and unaudited semi-annual financial statements, including a
review of any specific disclosures of management's discussion (if any) of the
Fund's investment performance; and, with respect to the Fund's audited financial
statements, discuss with the independent auditors matters required by Statement
of Accounting Standards ("SAS") No. 61 (or any successor SAS) and any other
matters required to be reported to the Committee under applicable law; and
provide a statement whether, based on its review of the Fund's audited financial
statements, the Committee recommends to the Board that the audited financial
statements be included in the Fund's Annual Report.
9. Review with the independent auditors any audit problems or difficulties
encountered in the course of their audit work and management's responses
thereto.
10. Review with management and, as applicable, with the independent auditors,
the Fund's accounting and financial reporting policies, practices and internal
controls, and management's guidelines and policies with respect to risk
assessment and risk management, including the effect on the Fund of any
recommendation of changes in accounting principles or practices by management or
the independent auditors.
11. Receive at least annually a report from the auditors within 90 days prior
to the filing of the auditor's report (or receive an updated report within such
90 day period, if the auditor's annual report is presented to the Committee more
than 90 days prior to the filing of the auditor's report) which includes the
following: (i) all critical accounting policies and practices used by the Fund
(or, in connection with any update, any changes in such accounting policies and
practices), (ii) all material alternative accounting treatments within GAAP that
have been discussed with management since the last annual report or update,
including the ramifications of the use of the alternative treatments and the
treatment preferred by the accounting firm, (iii) other material written
communications between the auditors and the management of the Fund since the
last annual report or update, and (iv) a description of all non-audit services
provided, including fees associated with the services, to the Fund complex since
the last annual report or update that were not subject to the pre-approval
requirements as discussed above.
12. Review and discuss all disclosures made by the Fund's officers certifying
the Fund's Form N-CSR, based on such officers' most recent evaluation, as to (i)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the Fund's ability to record, process, summarize
and report financial data, (ii) any fraud, whether or not material, that
involves management or other employees who have significant roles in the Fund's
internal controls, and (iii) any significant change in internal controls or
other factors that could significantly affect internal controls, in each case,
as reported to the Committee.
13. Discuss with management any press releases discussing the Fund's
investment performance and other financial information about the Fund, as well
as any financial information provided by management to analysts or rating
agencies. The Committee may discharge this responsibility by discussing the
general types of information to be disclosed by the Fund and the form of
presentation (i.e., a case-by-case review is not required) and need not discuss
in advance each such release of information.
14. Establish procedures for (i) the receipt, retention, and treatment of
complaints received by the Fund regarding accounting, internal accounting
controls, or auditing matters; and (ii) the confidential, anonymous submission
by employees of the Fund, the Fund's investment advisers, administrator,
principal underwriter (if any) or any other provider of accounting-related
services for the investment advisers of concerns regarding accounting or
auditing matters.
15. Investigate or initiate the investigation of any improprieties or
suspected improprieties in the Fund's accounting operations or financial
reporting.
16. Review with counsel legal and regulatory matters that have a material
impact on the Fund's financial and accounting reporting policies and practices
or its internal controls.
17. Meet separately and periodically with management, with the independent
auditors, and with internal auditors (if any) to review their audit plan and the
result of completed audits.
18. Review periodic reports from management and the Evergreen Valuation
Committee as to the implementation of the various procedures relating to the
valuation of the Fund's portfolio securities.
19. Review recommendations as to the selection, retention or termination of
pricing services.
20. Review periodically the Fund's Daily Portfolio Pricing Procedure, and to
recommend any proposed changes to that Procedure to the Board when the Committee
deems it necessary or appropriate.
21. Receive and review reports from the Chairman of the Evergreen Valuation
Committee certifying as to compliance with the Fund's Daily Portfolio Pricing
Procedure.
22. Review with the Fund's Chief Compliance Officer compliance with the
Fund's Daily Portfolio Pricing Procedure.
23. Review errors in net asset value (NAV) calculations.
24. Consider any communications received from the Evergreen Valuation
Committee regarding any unusual fair value situations that may arise.
25. Review reports by management regarding the profitability to Evergreen
Investment Management Company LLC and its affiliates of investment advisory,
administrative, transfer agency, and other services, if any, provided to the
Fund by them; and review the various assumptions underlying such reports,
including, without limitation, as to cost and expense allocations.
26. Consider generally whether and to what extent the Fund has realized the
benefits of economies of scale resulting from increases in the size of the Fund
or increases in the efficiency of service providers.
27. Review financial statements and other financial information provided to
the Committee or to the Board of Trustees relating to any investment adviser or
sub-adviser to the Fund.
28. Review information presented to it periodically by management as to the
performance of Evergreen Fund Administration of its obligations in respect of
the Fund.
29. Report to the Board on a regular basis (at least annually) on the
Committee's activities.
30. Perform such other functions consistent with this Charter, the Agreement
and Declaration of Trust and Bylaws applicable to the Fund, and applicable law
or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee.
Meetings
At least annually, the Committee shall meet separately with the independent
auditors and separately with the representatives of Fund management responsible
for the financial and accounting operations of the Fund.
The Committee shall meet at least quarterly and shall hold other regular or
special meetings as and when it deems necessary or appropriate. The Committee
shall report its activities to the Board on a regular basis and make such
recommendations with respect to the matters set forth in this Charter and other
matters as the Committee may deem necessary or appropriate.
Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide such
information, data and services as the Committee may request. The Committee shall
have the resources and authority appropriate to discharge its responsibilities,
including the authority to engage, at the Fund's expense, independent counsel
and other experts and consultants whose expertise the Committee considers
necessary to carry out its responsibilities. The Fund shall provide for
appropriate funding, as determined by the Committee, for the payment of: (i)
compensation of the Fund's independent auditors for the preparation or issuance
of an audit report relating to the Fund's financial statements or the
performance of other audit, review or attest services for the Fund; (ii)
compensation of independent legal counsel or other advisers retained by the
Committee; and (iii) ordinary administrative expenses of the Committee that are
necessary or appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this Charter at least
annually and recommend any changes to the Board. In addition, the performance of
the Committee shall be reviewed at least annually by the Board.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the Charter at
any time on the Board's own motion.
Allspring Income Opportu... (AMEX:EAD)
Historical Stock Chart
From Sep 2024 to Oct 2024
Allspring Income Opportu... (AMEX:EAD)
Historical Stock Chart
From Oct 2023 to Oct 2024