Evergreen Utilities & High Income Fund Sample Contracts

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AMENDED AND RESTATED BY-LAWS OF
Evergreen Utilities & High Income Fund • February 9th, 2004
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • February 9th, 2004 • Evergreen Utilities & High Income Fund • Delaware
FORM OF AUCTION AGENCY AGREEMENT dated as of June __, 2004 Relating to Auction Preferred Shares Series M28
Auction Agency Agreement • June 16th, 2004 • Evergreen Utilities & High Income Fund • New York
EVERGREEN UTILITIES AND HIGH INCOME FUND _____ Common Stock (no par value) UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2004 • Evergreen Utilities & High Income Fund • New York
MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • April 19th, 2004 • Evergreen Utilities & High Income Fund • New York
Contract
Agent Agreement • March 22nd, 2006 • Evergreen Utilities & High Income Fund • Massachusetts

Form of Depositary and Information Agent Agreement This Depositary and Information Agent Agreement is entered into as of this ___ day of March, 2006 by and between Evergreen Utilities and High Income Fund, a company organized and existing under the laws of the State of Delaware (the “Company”) and Computershare Shareholder Services Inc., a Delaware corporation (the “Depositary”). WHEREAS, the Company is making a tender offer (hereinafter referred to, together with any amendment or extensions thereto, as the “Tender Offer”) to purchase 445,117 outstanding shares of Evergreen Utilities and High Income Fund Common Stock, no par value (the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 22, 2006 (the “Offer to Purchase”), and in the related Letter of Transmittal (“Letter of Transmittal”), including the instructions set forth therein. WHEREAS, the Tender Offer is being made on or about March 22, 2006, and will expire at 5:00 p.m., New

Contract
Information Agent Agreement • June 20th, 2005 • Evergreen Utilities & High Income Fund • Massachusetts

Form of Depositary and Information Agent Agreement This Depositary and Information Agent Agreement is entered into as of this 17th day of June, 2005 by and between Evergreen Utilities and High Income Fund, a company organized and existing under the laws of the State of Delaware (the “Company”), EquiServe, Inc., a Delaware corporation and its fully owned subsidiary EquiServe Trust Company, N.A., national banking association (collectively, the “Depositary” or individually “EQI” and the “Trust Company”, respectively). WHEREAS, the Company is making a tender offer (hereinafter referred to, together with any amendment or extensions thereto, as the “Tender Offer”) to purchase 519,163 outstanding shares of Evergreen Utilities and High Income Fund Common Stock, no par value (the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (“Letter of Transmittal”), including t

FORM OF DEPOSITARY AGREEMENT
Form of Depositary Agreement • March 22nd, 2005 • Evergreen Utilities & High Income Fund • Massachusetts

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

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