EVERGREEN GLOBAL DIVIDEND OPPORTUNITY FUND
|
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 12, 2010
|
200 Berkeley Street, Boston,
Massachusetts 02116-5034
TO THE SHAREHOLDERS
OF
EVERGREEN GLOBAL DIVIDEND OPPORTUNITY FUND
Notice is hereby given that
the Annual Meeting of Shareholders (the "Meeting") of Evergreen Global
Dividend Opportunity Fund (the "Fund") will be held on February 12,
2010 at 10:30 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; and
-
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
December 11, 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
December 28, 2009
EVERGREEN GLOBAL
DIVIDEND OPPORTUNITY 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 Global Dividend Opportunity 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 February 12, 2010 at 10:30 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 for the Fund for the fiscal year ended October 31,
2009 will be first sent to shareholders on or about December 28,
2009.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON FEBRUARY 12, 2010
.
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 October 31, 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. Holders of common shares ("Shares") of the Fund ("Shareholders") will
vote on the election of Messrs. Pettit, Richardson, Salton and Wagoner. You can
vote by attending the Meeting in person. Please call (866) 860-8638 if
you would like directions on how to attend the Meeting and vote in person. You
may also 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 you return a signed proxy card but 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, 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 $7000. This fee will be borne by the Fund.
Voting Securities and Principal
Holders Thereof
Shareholders of record at
the close of business on December 11, 2009 are entitled to vote at the
Meeting or any adjournment thereof to the extent set forth in this proxy
statement. As of December 11, 2009, the Fund had outstanding 48,844,844
common 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.
As of December 11, 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 December 11, 2009.
As of December 11, 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 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. Additionally, as of December 11, 2009, the officers
and Trustees of the Fund as a group beneficially owned in the aggregate less
than 1.00% of Crow Point Partners, LLC ("Crow Point"), 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 in the year indicated: Class I, 2011,
Class II, 2012 and Class III, 2010 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:
Non-Interested Trustees
|
Class
|
Expiration of Term if
Elected
|
David M. Richardson
|
Class III
|
2013 Annual
Meeting
1
|
Dr. Russell A. Salton, III
|
Class III
|
2013 Annual
Meeting
1
|
1
|
Or, if later, until
their respective successors are elected and qualified.
|
Interested Trustees
|
Class
|
Expiration of Term if
Elected
|
William W. Pettit
|
Class III
|
2013 Annual
Meeting
1
|
Richard K. Wagoner
|
Class III
|
2013 Annual
Meeting
1
|
1
|
Or, if later, until
their respective successors are elected and qualified.
|
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 October 31,
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 c/o Evergreen Global Dividend
Opportunity Fund, 200 Berkeley Street, Boston, Massachusetts
02116-5034.
Name and Age
|
Position Held with the Fund
|
Length of Time Served
1
|
Principal Occupation(s) During Past 5 Years
|
Number of Portfolios in Fund Complex Overseen by
Trustee
2
|
Other Directorships Held by Trustee
|
Class I - Non-Interested
Trustees to serve until 2011 Annual Meeting of
Shareholders
|
K. Dun Gifford
DOB:
10/23/1938
3,
4,
5
|
Trustee
|
Trustee since 2007
|
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 2007
|
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 2007
|
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 2007
|
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 2012 Annual Meeting of
Shareholders
|
Charles A. Austin III
DOB:
10/23/1934
6,
7
|
Trustee
|
Trustee since 2007
|
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,
8
|
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 2007
|
Former Manager of Commercial Operations, CMC Steel (steel producer)
|
77
|
None
|
Richard J. Shima
DOB: 8/11/1939
4
|
Trustee
|
Trustee since 2007
|
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
Nominee Trustees proposed to serve until 2013 Annual Meeting of
Shareholders
|
David M. Richardson
DOB: 9/19/1941
8
|
Trustee
|
Trustee since 2007
|
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 2007
|
President/CEO, AccessOne MedCard, Inc.
|
77
|
None
|
Class III - Interested
Nominee Trustees proposed to serve until 2013 Annual Meeting of
Shareholders
|
William W. Pettit
DOB:
8/26/1955
8,
9
|
Trustee
|
Trustee since 2007
|
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 2007
|
Member and Former President, North Carolina Securities Traders
Association; Member, Financial Analysts Society
|
77
|
None
|
1
|
Initially, all
Trustees are elected to serve a one-, two- or three-year term and
thereafter, if re-elected, to serve three-year terms.
|
2
|
As of December 31,
2008, the Evergreen fund complex consisted of ten open-end investment
companies with seventy-one separate series and six closed-end funds.
|
3
|
Member of Executive
Commitee (which also functions as the Nominating Committee and the
Qualified Legal Compliance Committee).
|
4
|
Member of Performance
Committee. Effective January 1, 2010, Mr. McDonnell will become a member
of the Audit Committee and will no longer serve as a member of the
Performance Committee.
|
5
|
Member of 15(c)
Committee.
|
6
|
Member of Audit
Committee.
|
7
|
Effective December 31,
2009, Mr. Austin will retire from the Board of Trustees of the
Fund.
|
8
|
Member of
Distribution, 12b-1 and Service Committee.
|
9
|
It is possible that
Mr. Pettit may be viewed as an "interested person" of the Evergreen funds,
as defined in the Investment Company Act of 1940 (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.
|
10
|
Mr. Wagoner is an
"interested person" of the Evergreen funds, as defined in the 1940 Act,
because of his ownership of shares in Wells Fargo, the parent company of
EIMC, the Evergreen funds' investment advisor.
|
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.
Name of Trustee or Nominee Trustee
|
Dollar Range of Equity
Securities in the Fund as of October 31, 2009
|
Aggregate Dollar Range
of Equity Securities in All Funds Overseen by Trustee in Evergreen Family
of Investment Companies as of December 31, 2008
|
Non-Interested
Trustees
|
Charles A. Austin III
1
|
$0
|
Over $100,000
|
K. Dun Gifford
|
$0
|
Over $100,000
|
Dr. Leroy Keith, Jr.
|
$0
|
Over $100,000
|
Carol A. Kosel
|
$0
|
Over $100,000
|
Gerald M. McDonnell
1
|
$0
|
Over $100,000
|
Patricia B. Norris
|
$0
|
Over $100,000
|
David M. Richardson
2
|
$0
|
Over $100,000
|
Dr. Russell A. Salton, III
1,
2
|
$0
|
Over $100,000
|
Michael S. Scofield
1
|
$0
|
Over $100,000
|
Richard J. Shima
1
|
$0
|
Over $100,000
|
Interested
Trustees
|
William W. Pettit
1,
2
|
$0
|
Over $100,000
|
Richard K. Wagoner
2
|
$0
|
Over $100,000
|
1
|
In addition to the
above amounts, the Trustee has over $100,000 indirectly invested in
certain of the Evergreen funds through Deferred Compensation Plans, with
the exception of Mr. Shima who has $50,001-$100,000 indirectly
invested.
|
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 October 31, 2009, the Board of Trustees held 6 regular
meetings and 9 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;
and 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 27 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 4 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, its internal controls
and, as appropriate, the internal controls of certain service providers, 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 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 New York Stock Exchange. The Audit
Committee met 17 times during fiscal year 2009. Effective December 31,
2009, Mr. Austin will retire from the Fund's Board of Trustees. Effective
January 1, 2010, Mr. McDonnell will join the Audit Committee.
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.
Effective January 1, 2010, Mr. McDonnell is expected to join the Audit
Committee. Accordingly, on that date he is expected to cease serving as a member
of the Performance Committee. 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 6 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 and the Chairperson of the Committee, Carol A. Kosel, 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 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 funds' 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 New York Stock 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 New York Stock 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.
Mses. Carol A. Kosel and
Patricia B. Norris attended the previous year's Annual Meeting of
Shareholders held on January 16, 2009. Ms. Kosel also attended the adjournment
of the previous year's Annual Meeting of Shareholders held on February 12,
2009.
Current
Officers
The following table contains
specific information about each principal executive officer of the Fund as of
October 31, 2009, including: name, address and date of birth, 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.
Name, Address and Date of Birth
|
Position with Trust
|
Principal Occupation for Last Five Years
|
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 October 31, 2009. The Fund reimburses all Trustees for
expenses incurred in connection with attending meetings of the Board of
Trustees. For the fiscal year ended October 31, 2009, the Trustees earned the
following compensation from the Fund and the Evergreen fund complex:
Name of Person and Position with the Fund
|
Aggregate Compensation From the Fund
|
Pension or Retirement Benefits Accrued as Part of Fund
Expenses
1
|
Total Compensation From the Fund and Fund Complex Paid to
Trustees
2
|
Non-Interested
Trustees
|
Charles A. Austin III, Trustee
|
$1,449
3
|
N/A
|
$218,917
|
K. Dun Gifford, Trustee
|
$1,560
|
N/A
|
$236,800
|
Dr. Leroy Keith, Jr., Trustee
|
$1,572
|
N/A
|
$239,000
|
Carol A. Kosel, Trustee
|
$1,531
|
N/A
|
$232,667
|
Gerald M. McDonnell, Trustee
|
$1,364
3
|
N/A
|
$207,500
|
Patricia B. Norris, Trustee
|
$1,609
|
N/A
|
$244,733
|
David M. Richardson, Trustee
4
|
$1,364
|
N/A
|
$207,500
|
Dr. Russell A. Salton, III, Trustee
4
|
$1,576
3
|
N/A
|
$238,900
|
Michael S. Scofield, Trustee
|
$2,326
3
|
N/A
|
$352,550
|
Richard J. Shima, Trustee
|
$1,386
3
|
N/A
|
$210,500
|
Interested
Trustees
|
William W. Pettit, Trustee
4
|
$1,394
|
N/A
|
$210,833
|
Richard K. Wagoner, Trustee
4
|
$1,364
|
N/A
|
$207,500
|
1
|
The Fund does not
currently provide pension or retirement plan benefits to the Trustees.
|
2
|
As
of October 31, 2009, the Evergreen fund complex consisted of ten
open-end investment management companies representing sixty-eight
separate series and six closed-end funds.
|
3
|
Includes compensation
deferred pursuant to a Trustee Compensation Deferral Plan. Of the total
compensation from the Fund and other Evergreen funds reflected above
payable to Messrs. Austin, McDonnell, Salton, Scofield and Shima for the
fiscal year ended October 31, 2009, the following amounts were deferred:
$18,633, $126,333, $11,979, $2,617 and $18,833,
respectively.
|
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 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,
based solely upon a review of forms 3, 4 and 5 and amendments thereto furnished
to the Fund, Jaime R. Utano, Chief Compliance Officer of EIMC and TAG, filed a
form 3 on October 28, 2009, with respect to events that occurred on October 1,
2009. Additionally, Jim Craver, Chief Compliance Officer of Crow Point, is
expected to file a form 3, with respect to events that occurred in September
2009. Generally, a form 3 must be filed within 10 days after the event by which
the person became a reporting person (as defined in form 3).
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
. Crow Point currently serves as sub-advisor to the Fund.
The principal business address of Crow Point is 10 The New Driftway, Scituate,
Massachusetts 02066.
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 October 31, 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 December
9-10, 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 December 23, 2009, the
Audit Committee reviewed and discussed with management the Fund's audited
financial statements for the fiscal year ended October 31, 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 the Public Company Accounting
Oversight Board regarding KPMG's communications, 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 October 31,
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.
|
2009
|
2008
|
Audit fees
|
$39,600
|
$69,800
|
Audit-related fees
|
$0
|
$0
|
Tax fees
1
|
$0
|
$0
|
Non-audit
fees
2
|
$480,000
|
$912,374
|
All other fees
|
$0
|
$0
|
1
|
Tax fees consists of
fees for tax consultation, tax compliance and tax review.
|
2
|
Non-audit fees
consists of the aggregate fees for non-audit services rendered to the
Fund, EIMC (not including any sub-advisor whose role is primarily
portfolio management and is subcontracted with or overseen by another
investment advisor) and EIS.
|
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. Effective
December 31, 2009, Mr. Austin will retire from the Fund's Board of Trustees.
Effective January 1, 2010, Gerald M. McDonnell will join the Audit
Committee.
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 2011 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 Global Dividend Opportunity Fund, 200 Berkeley Street, Boston,
MA 02116-5034 by the close of business on or before August 30, 2010.
Any Shareholder desiring to
present a proposal for consideration at the 2011 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 Global Dividend Opportunity Fund, 200
Berkeley Street, Boston, MA 02116-5034 by the close of business on or
before November 13, 2010 but no earlier than October 29, 2010.
The persons named as proxies
for the 2010 Annual Meeting of Shareholders of the Fund will have discretionary
authority to vote on any matters presented at the meeting of which the Fund did
not have notice on or before October 12, 2009.
Mere submission of a
proposal does not guarantee inclusion of the proposal in the proxy statement or
presentation of the proposal at the 2011 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
December 28,
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)
860-8638 (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 (including, without limitation, Evergreen Investment Management
Company, LLC and its affiliates) 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: December 9,
2009
Last Revised: November 17, 2009
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.
1
As of the date
of this Charter, shares of Evergreen International Balanced Income Fund and
Evergreen Global Dividend Opportunity Fund were traded on the New York Stock
Exchange and shares of Evergreen Income Advantage Fund, Evergreen Multi-Sector
Income Fund, and Evergreen Utilities and High Income Fund were traded on the
NYSE Alternext U.S. exchange (formerly known as the American Stock Exchange).
The listing standards of the New York Stock Exchange require each member of an
audit committee to be "financially literate" (or to become so within a
reasonable time after his or her appointment to the committee) and at least one
member of the committee must have "accounting or related financial management
expertise," in each case as the Board interprets such qualification in its
business judgment under the listing standards. The listing standards of the NYSE
Alternext U.S. exchange require each member of an audit committee to be able to
read and understand fundamental financial statements, including a company's
balance sheet, income statement, and cash flow statement, and at least one
member must be "financially sophisticated," as such term is defined in the
listing standards of the NYSE Alternext U.S. exchange.
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