Form of Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
Regarding the Offer by
EVERGREEN UTILITIES AND HIGH INCOME FUND
To Purchase for Cash 575,250 of Its Issued and Outstanding Shares at
Net Asset Value Per Share
To Our Clients:
Pursuant to your request, enclosed for your consideration are the Offer
to Purchase dated December 20, 2004 of Evergreen Utilities and High Income Fund
(the "Fund") and the related Letter of Transmittal pursuant to which the Fund is
offering to purchase up to 5% or 575,250 shares in the aggregate of its issued
and outstanding common shares, no par value (the "Shares"), for cash at a price
equal to their net asset value ("NAV") determined as of the close of the regular
trading session of the New York Stock Exchange ("NYSE") on January 25, 2005,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated December 20, 2004 and the related Letter of Transmittal (which together
with any amendments or supplements thereto collectively constitute the "Offer").
THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON JANUARY 24, 2005, UNLESS EXTENDED
(THE "EXPIRATION DATE"). If the Offer is extended beyond January 24, 2005, the
purchase price for Shares will be their NAV determined as of the close of the
regular trading session of the NYSE on the date after the new Expiration Date,
as extended.
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. Information regarding this undertaking, as
well as information regarding possible future tender offers by the Fund, is set
forth in the Offer to Purchase.
The Offer to Purchase and the Letter of Transmittal are being forwarded
to you as the beneficial owner of Shares held by us for your account but not
registered in your name. We are sending you the Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account. A
tender of such Shares can be made only by us as the holder of record and only
pursuant to your instructions.
Your attention is called to the following:
1. Unless extended, the Offer expires at 5:00 p.m. Eastern Time on
January 24, 2005 and withdrawal rights expire at 5:00 P.M. Eastern Time
on January 24, 2005.
2. The Offer is subject to certain conditions set forth in the Offer to
Purchase. Under certain circumstances, the Fund will not be required to
accept for payment, purchase or pay for any Shares tendered, and the
Fund may also amend, extend or terminate the Offer.
3. A Shareholder wishing to accept the Offer must tender, or cause the
tender of, at least 20% of the Shares owned by the Shareholder and
attributed to the Shareholder for federal income tax purposes under
Section 318 of the Internal Revenue Code of 1986, as amended, as of the
date of purchase of Shares pursuant to the Offer. Shareholders should
consult their tax advisors as to the application of the constructive
ownership rules of Section 318.
4. If more than 575,250 Shares are duly tendered (and not timely
withdrawn), the Fund will purchase Shares from tendering Shareholders,
in accordance with the terms and subject to the conditions specified in
the Offer to Purchase, on a pro rata basis in accordance with the
number of Shares duly tendered by each Shareholder during the period
the Offer is open and not timely withdrawn), unless the Fund determines
not to purchase any Shares. However, the Fund will accept all Shares
tendered by any Shareholder who owns, beneficially or of record, an
aggregate of not more than 99 Shares and who tenders all such Shares by
means of the Letter of Transmittal tendered by or on behalf of that
Shareholder.
5. A broker, dealer, commercial bank, trust company or other nominee
may charge a fee for processing transactions on behalf of a
Shareholder. Tendering Shareholders are not obligated to pay brokerage
commissions or, subject to Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares of the Fund pursuant to the
Offer.
IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT US BY COMPLETING,
EXECUTING AND RETURNING TO US THE ATTACHED INSTRUCTION FORM. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER EXPIRES AT 5:00 P.M.
EASTERN TIME ON JANUARY 24, 2005, UNLESS EXTENDED.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the Offer or its
acceptance would violate the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of the
Fund by one or more registered brokers or dealers licensed under the laws of
that jurisdiction.
Very truly yours,
Instructions Regarding the Offer by
EVERGREEN UTILITIES AND HIGH INCOME FUND
To Purchase for Cash 575,250 of Its Issued and Outstanding Shares at
Net Asset Value Per Share
THIS FORM IS NOT TO BE USED TO TENDER SHARES DIRECTLY TO THE DEPOSITARY. IT
SHOULD BE SENT TO YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE IF THAT FIRM IS THE HOLDER OF RECORD OF YOUR SHARES AND WILL BE
EFFECTING THE TENDER ON YOUR BEHALF.
DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO TENDER YOUR SHARES.
The undersigned acknowledge(s) receipt of your letter and the
accompanying Offer to Purchase dated December 20, 2004 and the related
Letter of Transmittal (which together with any amendments or supplements
thereto collectively constitute the "Offer") in connection with the Offer
by Evergreen Utilities and High Income Fund (the "Fund") to purchase
575,250 shares of its issued and outstanding common shares, no par value
(the "Shares"), at the net asset value per Share as of the close of the
regular trading session of the New York Stock Exchange on the date after
the Expiration Date (as defined in the Offer to Purchase), on the terms
and subject to the conditions of the Offer.
The undersigned hereby instructs you to tender to the Fund the number of Shares
specified below that are held by you for the account of the undersigned, upon
the terms and subject to the conditions of the Offer.
The undersigned hereby represents and warrants that: (i) at least 20% of all
Shares owned by the undersigned as of the date of purchase of Shares pursuant to
the Offer and attributed to the undersigned for Federal income tax purposes as
of such date under Section 318 of the Internal Revenue Code of 1986, as amended,
have been or will be tendered pursuant to the Offer; (ii) the undersigned has a
"net long position" in such Shares within the meaning of Rule 14e-4 promulgated
under the Securities Exchange Act of 1934, as amended; and (iii) the tender of
such Shares complies with Rule 14e-4.
(Please Print Except for Signature(s))
Account Number:
Number of Shares Tendered:
Name(s) and Tax Identification or Social Security Number(s) of Beneficial
Owner(s):
Address:
Telephone Number(s) including Area Code(s):
(Signature of beneficial owner)
(Signature of additional beneficial owner, if any)
Dated: _______________________, 200_