Evergreen International Balanced Income Fund Inactive
Filed: 27 Jun 06, 12:00am
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EVERGREEN INTERNATIONAL BALANED INCOME FUND
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(Name of Registrant as Specified in Its Charter)
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EVERGREEN INTERNATIONAL BALANCED INCOME FUND
200 Berkeley Street, Boston, Massachusetts 02116
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
OF EVERGREEN INTERNATIONAL BALANCED INCOME FUND
Notice is hereby given that the Annual Meeting of Shareholders (the “Meeting”) of Evergreen International Balanced Income Fund (the “Fund”) will be held on August 11, 2006 at 11:00 a.m. Eastern time, at the offices of Evergreen Investments, 200 Berkeley Street, 26th Floor, Boston, Massachusetts 02116, for the following purposes:
1. To elect three Trustees to serve for the term indicated herein and until their successors shall have been elected and qualified; and
2. To transact such other business as may properly be brought before the Meeting.
Shareholders of record at the close of business on June 16, 2006 will be entitled to vote at the Meeting to the extent as 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. Any shareholder attending the Meeting can vote in person even though a proxy card may have already been returned.
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, 2006
EVERGREEN INTERNATIONAL BALANCED INCOME FUND
PROXY STATEMENT
This proxy statement and form of proxy will be first sent to shareholders on or about June 30, 2006.
All proxies in the enclosed form which are properly executed and returned to the Fund will be voted as provided therein at the Meeting or at any adjournments thereof. A holder of common shares (a “Shareholder”) executing and returning a proxy has the power to revoke it at any time before it is exercised by giving written notice of such revocation to an officer of the Fund or by submitting a subsequent, validly executed proxy. Signing and mailing the proxy will not affect your right to give a later proxy or to attend the Meeting and vote your common shares (the “Shares”) in person.
The Board of Trustees intends to bring before the Meeting the matter set forth in Proposal 1 in the foregoing notice. The persons named in the enclosed proxy card and acting thereunder will vote with respect to Proposal 1 in accordance with the directions of the Shareholders as specified on the proxy cards; if no choice is specified, the Shares will be voted FOR the election of the three Trustees named in the enclosed proxy card. If any other matters are properly presented at the Meeting for action, it is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with the views of management thereon. 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 the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter)are counted as present for quorum purposes. The Fund’s 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 and entitled to vote, 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 in favor or withheld; abstentions, broker non-votes and votes that are withheld will be excluded entirely from the vote and will have no effect.
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). The three nominees that receive the most affirmative votes cast at the Meeting will be elected as Trustees.
In the event a quorum is not present at the Meeting or in the event that a quorum is present but sufficient votes to approve a proposed item are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those Shares represented at such meeting in person or by proxy. The persons named as proxies will vote those proxies that they are entitled to vote FOR any such proposal, IN FAVOR of such an adjournment, and will report on those proxies marked to WITHHOLD AUTHORITY for any such proposal. Abstentions and broker non-votes will not be voted on a motion to adjourn.
The Fund will bear the costs of preparing, printing and mailing this proxy statement, the proxies and any additional materials which may be furnished to Shareholders. Solicitation may be undertaken by mail, telephone, facsimile and personal contact. The Fund has engaged Computershare Trust Company N.A. to solicit proxies from brokers, banks, other institutional holders and individual Shareholders for a fee of approximately $5,000.00. This fee will be borne by the Fund. The Annual Report of the Fund will be mailed, along with this proxy statement, to all Shareholders on or about June 30, 2006.
Holders of record of the Fund’s Shares at the close of business on June 16, 2006 will be entitled to vote at the Meeting or any adjournment thereof to the extent set forth in this proxy statement. As of June 16, 2006, the Fund had outstanding 11,455,240 common shares. Each holder of common shares 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 for each common share, as to any matter on which the common share is entitled to vote.
To the knowledge of the Fund, as of June 16, 2006 there was no beneficial owner of more than 5% of the outstanding Shares of the Fund.
As of June 16, 2006, the officers and Trustees of the Fund as a group beneficially owned in the aggregate less than 1.00% of the outstanding Shares of the Fund and less than 1.00% of the outstanding securities of Wachovia Corporation (“Wachovia”), parent of Evergreen Investment Management Company, LLC (“EIMC”), the Fund’s investment advisor.
I. ELECTION OF TRUSTEES (Proposal 1)
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 terms of the present Trustees in each Class expire at the annual meeting in the year indicated or thereafter in each case when their respective successors are elected and qualified: Class I, 2006, Class II, 2007 and Class III, 2008. At each subsequent annual meeting, successors to the Class of Trustees whose terms are expiring will be identified as being of that same Class and will 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, the persons named as proxies will vote for the election of such other person or persons as they believe will carry on the present policies of the Fund and as they deem to be qualified. The Board of Trustees has no reason to believe that any of the three nominees will be unable to serve.
The Board of Trustees of the Fund proposes the following nominees for election at the 2006 Meeting:
Trustee | Class | Expiration of Term if Elected |
Michael S. Scofield | Class I | 2009 Annual Meeting |
K. Dun Gifford | Class I | 2009 Annual Meeting |
Dr. Leroy Keith, Jr. | Class I | 2009 Annual Meeting |
As described above, there are three nominees for election to the Board of Trustees at this time. Proxies cannot be voted for a greater number of persons than the three nominees currently proposed to serve on the Board of Trustees.
The following tables contain specific information about each Trustee and nominee Trustee as of December 31, 2005, including: age, principal occupation and other affiliations for the last five years, term of office, length of time served, any other directorships held outside the Fund 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.
Class I – Non-Interested Nominees Trustees to serve until 2009 Annual Meeting of Shareholders:
Name and Age |
Position Held with the Fund |
Length of Time Served1 |
Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee |
K. Dun Gifford2,3,6,7,8,9,10 Age: 67 | Trustee | Trustee since 2005. | Chairman and President, Oldways Preservation and Exchange Trust (education); Trustee, Treasurer and Chairman of the Finance Committee, Cambridge College; Former Chairman of the Board, Director, and Executive Vice President, The London Harness Company (leather goods purveyor); Former Trustee, Mentor Funds and Cash Resource Trust.
| 92
| Trustee, Evergreen family of funds11 |
Dr. Leroy Keith, Jr.4,5 Age: 66 | Trustee | Trustee since 2005. | Partner, Stonington Partners, Inc. (private investment firm); Trustee, Phoenix Funds Family; Director, Obagi Medical Products Co.; Director, Diversapack Co.; Former Director, Lincoln Educational Services; Former Chairman of the Board and Chief Executive Officer, Carson Products Company (manufacturing); Former Trustee, Mentor Funds and Cash Resource Trust.
| 92 | Trustee, Evergreen family of funds11, Trustee, Phoenix Funds Family (consisting of 51 portfolios) |
Michael S. Scofield3,6,7,8,9,10 Age: 62
| Trustee | Trustee since 2005. | Director and Chairman, Branded Media Corporation (multi-media branding company); Retired Attorney, Law Offices of Michael S. Scofield; Former Trustee, Mentor Funds and Cash Resource Trust.
| 92 | Trustee, Evergreen family of funds11 |
Class II – Non-Interested Trustees to serve until 2007 Annual Meeting of Shareholders:
Name and Age |
Position Held with the Fund |
Length of Time Served1 |
Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee |
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Charles A. Austin III2,10 Age: 71 | Trustee | Trustee since 2005. | Investment Counselor, Anchor Capital Advisors, Inc. (investment advice); Director, The Andover Companies (insurance); Trustee, Arthritis Foundation of New England; Former Director, The Francis Ouimet Society; Former Trustee, Mentor Funds and Cash Resource Trust; Former Investment Counselor, Appleton Partners, Inc. (investment advice); Former Director, Executive Vice President and Treasurer, State Street Research & Management Company (investment advice).
| 92 | Trustee, Evergreen family of funds11 | |
Shirley L. Fulton2,6 Age: 53 | Trustee | Trustee since 2005. | Partner, Tin, Fulton, Greene & Owen, PLLC (law firm); Former Partner, Helms, Henderson & Fulton, P.A. (law firm); Retired Senior Resident Superior Court Judge, 26th Judicial District, Charlotte, NC.
| 92 | Trustee, Evergreen family of funds11 | |
Gerald M. McDonnell2,5 Age: 66 | Trustee | Trustee since 2005. | Manager of Commercial Operations, SMI STEEL Co. - South Carolina (steel producer); Former Sales and Marketing Management, Nucor Steel Company; Former Trustee, Mentor Funds and Cash Resource Trust.
| 92 | Trustee, Evergreen family of funds11 | |
Richard J. Shima4 Age: 66 | Trustee | Trustee since 2005. | Independent Consultant; Director, Trust Company of CT; Trustee, Saint Joseph College (CT); Director, Hartford Hospital; Trustee, Greater Hartford YMCA; Former Director, Enhance Financial Services, Inc.; Former Director, Old State House Association; Former Director of CTG Resources, Inc. (natural gas); Former Trustee, Mentor Funds and Cash Resource Trust. | 92 | Trustee, Evergreen family of funds11 | |
Class III – Non-Interested Trustees to serve until 2008 Annual Meeting of Shareholders:
Name and Age |
Position Held with the Fund |
Length of Time Served1 |
Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee |
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William Walt Pettit2,6 Age: 50 | Trustee | Trustee since 2005. | Vice President, Kellam & Pettit, P.A. (law firm); Director, Superior Packaging Corp.; Director, National Kidney Foundation of North Carolina, Inc.; Former Trustee, Mentor Funds and Cash Resource Trust.
| 92 | Trustee, Evergreen family of funds11 | |
David M. Richardson4,5 Age: 64 | Trustee | Trustee since 2005. | President, Richardson, Runden LLC (executive recruitment business development/consulting company); Consultant, Kennedy Information, Inc. (executive recruitment information and research company); Consultant, AESC (The Association of Executive Search Consultants); Director, J&M Cumming Paper Co. (paper merchandising); Former Trustee, NDI Technologies, LLP (communications); Former Vice Chairman, DHR International, Inc. (executive recruitment); Former Trustee, Mentor Funds and Cash Resource Trust.
| 92 | Trustee, Evergreen family of funds11 | |
Dr. Russell A. Salton, III3,4,6,7,8,9,10 Age: 58 | Trustee | Trustee since 2005. | President/CEO, AccessOne MedCard; Former Medical Director, Healthcare Resource Associates, Inc.; Former Medical Director, U.S. Health Care/Aetna Health Services; Former Director, Mentor Income Fund, Inc.; Former Trustee, Mentor Funds and Cash Resource Trust.
| 92 | Trustee, Evergreen family of funds11 | |
Class III – Interested Trustees to serve until 2008 Annual Meeting of Shareholders:
Name and Age |
Position Held with the Fund |
Length of Time Served1 |
Principal Occupation(s)During Past 5 Years |
Number of Portfolios In Fund Complex Overseen By Trustee |
Other Directorships Held by Trustee |
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Richard K. Wagoner, CFA4,7 Age: 68 | Trustee | Trustee since 2005. | Member and Former President, North Carolina Securities Traders Association; Member, Financial Analysts Society; Former Consultant to the Boards of Trustees of the Evergreen funds; Former Trustee, Mentor Funds and Cash Resource Trust. | 92 | Trustee, Evergreen family of funds11 | |
(1) All Trustees are elected to initially serve a one-, two- or three-year term and thereafter to serve a three-year term.
(2) Member of Audit Committee.
(3) Member of Executive Committee.
(4) Member of Performance Committee.
(5) Member of Distribution and Shareholder Service Committee.
(6) Member of Litigation Oversight Committee.
(7) Member of Nominating Committee.
(8) Member of 15(c) Committee.
(9) Member of Qualified Legal Compliance Committee.
(10) Member of Pricing Committee.
(11) As of April 30, 2006, the Evergreen family of funds consisted of 10 open-end management investment companies with 89 separate funds or series organized as Delaware statutory trusts and 4 closed-end management investment companies organized as Delaware statutory trusts.
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
Name of Trustee | Dollar Range of Equity Securities in the Fund as of April 30, 2006 | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies as of December 31, 2005 |
Charles A. Austin III1 | $0 | Over $100,000 |
Shirley L. Fulton | $0 | $50,001-$100,000 |
K. Dun Gifford2 | $0 | $10,001-$50,000 |
Dr. Leroy Keith, Jr.2 | $0 | $10,001-$50,000 |
Gerald M. McDonnell1 | $0 | Over $100,000 |
William W. Pettit1 | $0 | Over $100,000 |
David M. Richardson | $0 | Over $100,000 |
Dr. Russell A. Salton, III1 | $0 | Over $100,000 |
Michael S. Scofield1,2 | $0 | Over $100,000 |
Richard J. Shima1 | $10,001-$50,000 | Over $100,000 |
Interested Trustee
Name of Trustee | Dollar Range of Equity Securities in the Fund as of April 30, 2006 | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies as of December 31, 2005 |
Richard K. Wagoner | $0 | Over $100,000 |
(1) In addition to the above investment 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 over $50,000 indirectly invested.
(2) Nominee Trustee.
Under the Investment Company Act of 1940, as amended (the “1940 Act”), Mr. Wagoner is an “interested person” of the Fund because of his ownership of shares in Wachovia.
Board Meetings and Committees
The Fund commenced operations in October 2005. During the fiscal year ended April 30, 2006, the Board of Trustees held 3 regular meetings and 1 special meetings. Each Trustee attended at least 75% of the aggregate of the total number of meetings of the Board and Committee meetings on which he or she served.
The Board of Trustees has appointed an Executive Committee consisting of K. Dun Gifford, Dr. Russell A. Salton, III and Chairman of the Board, Michael S. Scofield. The Executive Committee recommends Trustees to fill vacancies, prepares the agenda for Board meetings and acts on routine matters between scheduled Board meetings. The Executive Committee also functions as the Nominating Committee and the 15(c) Committee. 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 Executive Committee met 14 times during fiscal year 2006.
The Board of Trustees has also appointed an Audit Committee, as defined by Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The purpose of the Audit Committee is to evaluate financial management, meet with the auditors and deal with other matters of a financial nature that it deems appropriate. The Audit Committee consists of Shirley L. Fulton, K. Dun Gifford, Gerald M. McDonnell and William W. Pettit and Chairman of the Committee, Charles A. Austin III. Each member of the Audit Committee is “independent” as defined in the New York Stock Exchange’s listing standards. The Audit Committee met 3 times during fiscal year 2006.
The Board of Trustees also has appointed a Performance Committee. The purpose of the Performance Committee is to review all activities involving investment-related issues and activities of EIMC and to assess the performance of the Fund. The Performance Committee consists of Dr. Leroy Keith, David M. Richardson, Dr. Russell A. Salton, III, Richard K. Wagoner and Chairman of the Committee, Richard J. Shima. The Performance Committee met 3 times during fiscal year 2006.
The Board of Trustees has also appointed a Qualified Legal Compliance Committee, consisting of K. Dun Gifford, Dr. Russell A. Salton, III and Chairman of the Board, Michael S. Scofield. The Committee is responsible for the establishment of 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 the Fund or by any officer, Trustee, employee or agent of the 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 Qualified Legal Compliance Committee did not meet during fiscal year 2006.
The Board of Trustees has also appointed a Distribution and Shareholder Service Committee, which consists of Dr. Leroy Keith, David M. Richardson, Gerald M. McDonnell and the Chairman of the Committee, Richard K. Wagoner. The Distribution and Shareholder Service Committee oversees and assists Trustee oversight of: the means by which shares of the Evergreen funds are marketed and sold; expenditures by the Evergreen open-end funds’ distributor of amounts paid under those funds’ Rule 12b-1 plans; the nature and quality of services provided by the funds’ transfer agent; and the overall level of servicing provided to shareholders in the funds. The Distribution and Shareholder Service Committee met 2 times during fiscal year 2006.
The Board of Trustees has also appointed a Litigation Oversight Committee, which consists of the members of the Executive Committee, Shirley L. Fulton and William W. Pettit. The Litigation Oversight Committee oversees and assists Trustee oversight of: 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; 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 for the funds. The Litigation Oversight Committee met 4 times during fiscal year 2006.
The Board of Trustees has also appointed a Pricing Committee, which consists of the members of the Executive Committee and the Chairman of the Audit Committee. The Pricing Committee is responsible for general oversight of the process of the pricing of the Fund’s investments. The Pricing Committee met 3 times during fiscal year 2006.
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 listing standards. The Executive Committee Charter discharges the Nominating Committee functions. A copy of the Evergreen funds’ Executive Committee Charter is attached as Exhibit A.
On September 22, 2005, the Board of Trustees 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
On September 22, 2005, the Board of Trustees 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, then 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
On September 22, 2005, the Board of Trustees approved a policy for Trustee attendance at annual shareholder meetings. The Evergreen funds listed on the New York Stock Exchange are required to hold an Annual Meeting of Shareholders. Accordingly, it is the policy of the Board of Trustees of the Fund to encourage Trustees’ attendance at each Annual Meeting of Shareholders in person or by video conference.
The August 11, 2006 shareholder meeting will be the Fund’s first Annual Meeting of Shareholders.
Name, Address and Age |
Position Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupations(s) During Past Five Years |
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Dennis H. Ferro 401 S. Tyron Charlotte, NC 28288 Age: 60 | President | Since 2005 | President and Chief Executive Officer, Evergreen Investment Company, Inc. and Executive Vice President, Wachovia Bank, N.A.; former Chief Investment Officer, Evergreen Investment Company, Inc. |
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Kasey L. Phillips 200 Berkeley Street Boston, MA 02116 Age: 35 | 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. |
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Michael H. Koonce 200 Berkeley Street Boston, MA 02116 Age: 45 | Secretary | Since 2005 | Senior Vice President and General Counsel, Evergreen Investment Services, Inc.; Senior Vice President and Assistant General Counsel, Wachovia Corporation |
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James F. Angelos | Chief Compliance Officer | Since 2005 | Chief Compliance Officer, Evergreen Funds and Senior Vice President of Evergreen Investment Co, Inc; Former Director of Compliance, Evergreen Investment Services, Inc. |
(1) The term of office for each principal officer is until a successor is duly elected or qualified or until their death, resignation, retirement or removal from office.
Dennis H. Ferro oversees the operations of the Fund. Michael H. Koonce is responsible for the Fund’s compliance with governing law. Kasey L. Phillips is responsible for maintaining the books and records of the Fund and for working with the portfolio managers on a continuous basis to ensure that accounting records are properly maintained. James F. Angelos is responsible for reviewing Fund policies and procedures and monitoring the Fund’s compliance with them.
Other Remuneration and Affiliations of Officers and Trustees
The Fund reimburses all Trustees for expenses incurred in connection with attending meetings of the Board of 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 Wachovia affiliate for whom the individual serves. All present officers are covered by this provision, and did not receive any compensation or expense reimbursement from the Fund for the fiscal year ended April 30, 2006. For the fiscal year ended April 30, 2006, the Trustees earned the following compensation from the Fund and the Evergreen fund complex:
Non-Interested Trustees
Name of Person and Position with the Fund |
Aggregate Compensation From the Fund | Pension or Retirement Benefits Accrued as Part of Fund Expenses1 | Total Compensation From the Fund and Fund Complex Paid to Trustees |
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Charles A. Austin III, Trustee2 | $3,595 | N/A | $214,583 |
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Shirley L. Fulton, Trustee2 | $3,567 | N/A | $179,500 |
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K. Dun Gifford, Trustee3 | $3,576 | N/A | $198,916 |
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Dr. Leroy Keith, Jr., Trustee3 | $3,566 | N/A | $178,750 |
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Gerald M. McDonnell, Trustee2 | $3,566 | N/A | $178,750 |
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William W. Pettit, Trustee2 | $3,567 | N/A | $179,500 |
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David M. Richardson, Trustee | $3,566 | N/A | $178,750 |
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Dr. Russell A. Salton, III, Trustee | $4,080 | N/A | $203,166 |
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Michael S. Scofield, Trustee3 | $4,152 | N/A | $308,250 |
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Richard J. Shima, Trustee2 | $3,586 | N/A | $199,834 |
Interested Trustee
(1) The Fund does not currently provide pension or retirement plan benefits to the Trustees.
(2) 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, Pettit, Salton, Shima, and Ms. Fulton for the fiscal year ended April 30, 2006, the following amounts were deferred: $128,667, $36,000, $53,025, $13,617, $99,917, and $53,500, respectively.
(3) Nominee Trustee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Fund’s Trustees and 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. 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 3, Initial Statement of Beneficial Ownership of Securities Form, was not filed timely for First International Advisors, LLC, the Fund’s debt securities sub-advisor, Michael Lee, one of the Fund’s portfolio managers, Alex Perrin, one of the Fund’s portfolio managers and Analytic Investors, Inc., the Fund’s options sub-advisor.
Forms 3, 4, and 5 for the officers and Trustees may be accessed through Evergreen Investments’ Web site at www.EvergreenInvestments.com.
Service Providers
Investment Advisor. EIMC, an indirect wholly owned subsidiary of Wachovia, a North Carolina-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 the Fund’s investment advisor. EIMC has been managing mutual funds and private accounts since 1932. For the fiscal year ended April 30, 2006, the Fund paid $981,951 (0.88% of average daily net assets, or 0.88% of average daily total assets, which are generally the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets) to EIMC in advisory fees. The principal business address of EIMC is 200 Berkeley Street, Boston, Massachusetts 02116.
Administrator. Administrative services are provided by Evergreen Investment Services, Inc. (“EIS”), an affiliated company of EIMC. EIS is located at 200 Berkeley Street, Boston, MA 02116. For the fiscal year ended April 30, 2006, the Fund paid $55,744 (0.05% of average daily total assets, which are generally the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets) to EIS in service fees.
Independent Registered Public Accounting Firm. KPMG LLP (“KPMG”), 99 High Street, Boston, MA 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, 2007.
The Audit Committee of the Board of Trustees unanimously recommended the selection of KPMG, and the Trustees unanimously approved such selection, at a meeting held on June 14-15, 2006.
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 all 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 Securities Exchange Act of 1934 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.
There were no fees billed for professional audit services rendered by KPMG for the audit of the Fund’s annual financial statements for the fiscal year ended April 30, 2006 and no fees billed for other services rendered by KPMG to the Fund. The Fund’s inception date was October 27, 2005. There were no fees paid to KPMG during the fiscal year where the de minimis exception was used.
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, its 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 14-15, 2006, the Audit Committee reviewed and discussed with management the Fund’s audited financial statements for the fiscal year ended April 30, 2006. 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 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. Each member of the Audit Committee is independent as independence is defined in the listing standards of the New York Stock Exchange.
Other Business
As of the date of this Proxy Statement, the Fund’s officers and EIMC are not 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 will vote in their sole discretion.
Required Vote
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).
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.
SHAREHOLDER PROPOSALS
Any Shareholder desiring to present a proposal for consideration at the 2007 annual meeting of Shareholders of the Fund should submit such proposal in writing to the Secretary, c/o Evergreen Investment Services, Inc., Evergreen International Balanced Income Fund, 200 Berkeley Street, Boston, MA 02116-5034 so that it is received by the Fund no later than May 16, 2007. According to the Fund’s By-Laws, in order to be timely, a Shareholder’s notice of a proposal must be delivered no earlier than May 1, 2007. Proxies submitted by Shareholders confer discretionary authority on the individually named proxies to vote on all matters presented at the meeting. Mere submission of a Shareholder proposal does not guarantee inclusion of the proposal in the proxy statement or presentation of the proposal at the 2007 annual meeting since such inclusion and presentation are subject to various conditions and requirements, including those required by applicable law.
Michael H. Koonce, Secretary
June 30, 2006
EVERGREEN FUNDS
EXECUTIVE COMMITTEE CHARTER
Last Approved: September 21, 2005
Last Revised: August 20, 2004
EXHIBIT B
EVERGREEN TRUSTS
Policy for the Consideration of Trustee Nominees
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. Disinterested Trustee nominees must qualify for service on the Fund’s Audit Committee under the rules of the American Stock Exchange (including financial literacy requirements) or other applicable securities exchange.
3. With respect to all Trustees, nominees must qualify under all applicable laws and regulations.
4. 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.
5. 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
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: June 17, 2004
Last Revised: June 17, 2004
EXHIBIT C
Evergreen International Balanced Income Fund
Amended and Restated Audit Committee Charter
(Amended and Restated as of September 21, 2005)
The Board of Trustees (the “Board”) of the registered investment companies listed in Appendix A hereto (the ���Fund”), as the same may be periodically updated, has adopted this Charter to govern the activities of the Audit Committee (the “Committee”) of the Board with respect to its oversight of the Fund. This Charter applies separately to each fund listed on Appendix A 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 policies and practices and its internal controls, 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. 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.
Membership
The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three (3) Trustees. 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 member of the Committee may not 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”), and must otherwise satisfy the standards for independence of an audit committee member of an investment company issuer as set forth in Rule 10A-3(b) (taking into account any exceptions to those requirements set forth in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock Exchange (the “NYSE”). Each member of the Committee must be “financially literate” (or must 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 NYSE listing standards.
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. Determine the selection, retention or termination of the Fund’s independent auditors based on an evaluation of their independence and the nature and performance of the audit and any permitted non-audit services. Decisions by the Committee concerning the selection, retention or termination of the independent auditors shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The Fund’s independent auditors must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the independent auditors relating to financial reporting.
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.
3. To the extent required by applicable regulations, 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 and (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.
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. Meet with management and the independent auditors to review and discuss the Fund’s annual audited financial statements and unaudited semi-annual report, 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 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. Discuss with management and the independent auditors the Fund’s unaudited financial statements.
10. Review with the independent auditors any audit problems or difficulties encountered in the course of their audit work and management’s responses thereto.
11. Review with management and, as applicable, with the independent auditors the Fund’s accounting and financial reporting policies, practices and internal controls, 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.
12. 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.
13. 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.
14. Investigate or initiate the investigation of any improprieties or suspected improprieties in the Fund’s accounting operations or financial reporting.
15. 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.
16. Report to the Board on a regular basis (at least annually) on the Committee’s activities.
17. 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 hold other regular or special meetings as and when it deems 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 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 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.
Appendix A
Funds Subject to this Charter
(As of September 21, 2005)
EVERGREEN INTERNATIONAL BALANCED INCOME FUND
EVERGREEN INTERNATIONAL BALANCED INCOME FUND
COMMON SHARES
This Proxy is solicited on Behalf of the Board of Trustees of Evergreen International Balanced Income Fund for the Annual Meeting of Shareholders, August 11, 2006
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Catherine F. Kennedy, Michael H. Koonce, Lloyd Lipsett, Kevin J. Ouellette andMaureen E. Towle, or any of them, with full power of substitution, as attorneys and proxies to appear and vote all of the common shares standing in the name of the undersigned at the annual meeting of shareholders of Evergreen International Balanced Income Fund to be held at the offices of Evergreen Investments, 200 Berkeley Street, 26th Floor, Boston, Massachusetts 02116 on August 11, 2006 at 11:00 a.m., Eastern time, and at any and all adjournments thereof, and the undersigned hereby instructs said attorneys to vote:
(Continued, and to be signed on other side)
60; 60; votes as in this X &# 160; Please mark your
X Please mark your
votes as in this
example.
The shares represented by this proxy will be voted as specified in the following Item 1, but if no choice is specified, they will be voted FOR the election of the 3 persons named in the proxy statement as proposed Trustees under "Election of Trustees."
1. ELECTION OF TRUSTEES | ||
FOR all nominees (except as marked to the contrary below*) | [ ] WITHHOLD AUTHORITY to vote for all nominees | [ ] Nominees: K. Dun Gifford Michael S. Scofield |
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| |
2. In their discretion, the proxies are authorized to vote upon any other business which may properly come before the meeting or any adjournment thereof. | ||
(*INSTRUCTION: To withhold authority to vote for any individual nominee, write the name of the nominee(s) below.) NOMINEE(S): ___________________________________________________________________________________________ | ||
SIGNATURE(S)__________________________________________________________________________ DATE_____________, 2006.
(Signature of all joint owners is required. Fiduciaries please indicate your full title. Sign exactly as name appears hereon.)
If any other matters properly come before the meeting about which the proxy holders were not aware prior to the time of the solicitation, authorization is given to the proxy holders to vote in accordance with the views of the management thereto. The management is not aware of any such matters.
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PLEASE SIGN AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
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This charter varies from the audit committee charters of Evergreen Income Advantage Fund, Evergreen Managed Income Fund and Evergreen Utilities and High Income Fund due to the requirements of the New York Stock Exchange, the exchange upon which Evergreen International Balanced Income Fund common shares are expected to be listed.