Evergreen Utilities and High Income Fund, a non-diversified, closed-end management investment company organized under the laws of the State of Delaware as a statutory trust (the “Fund”), is offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 22, 2006 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) up to 5% or 445,117 in the aggregate of its issued and outstanding common shares, no par value (“Shares”) at a price equal to the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”) on April 25, 2006, or, if the Offer is extended by the Board of Trustees of the Fund, on the day after the date to which the Offer is extended. The Offer will expire at 5:00 p.m. Eastern Time on April 24, 2006, unless extended. An extension would be communicated by issuance of a press release or other public announcement. The NAV as of the close of the regular trading session of the NYSE on March 15, 2006 was $21.98 per Share. The purpose of the Offer is to fulfill an undertaking made by the Fund pursuant to the Evergreen Enhanced Liquidity Plan as described in the Fund’s Prospectus, dated April 27, 2004. The Offer is not conditioned upon shareholders tendering in the aggregate any minimum number of Shares. However, Shareholders must tender at least 20% of the Shares owned by such Shareholder or attributed to it under Section 318 of the Internal Revenue Code. If more than 445,117 Shares are duly tendered prior to the expiration of the Offer, including any extension (and not timely withdrawn), unless the Fund determines not to purchase any Shares, the Fund will purchase 445,117 Shares on a pro rata basis in accordance with the number of Shares tendered by or on behalf of each shareholder during the period the Offer is open (and not timely withdrawn). The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 445,117 Shares having been tendered. The acceptance of tendered Shares for payment and purchase will be by action of the Fund’s Board of Trustees with notice thereof to the Depositary. The Fund will deposit the aggregate purchase price with the Depositary, which will make payment to shareholders in accordance with the Offer. For taxable shareholders, the sale of Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign tax laws. |