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OMB Number: 3235-0570 Expires: September 30, 2007 Estimated average burden hours per response: 19.4 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21507
Evergreen Utilities and High Income Fund
_____________________________________________________________
(Exact name of registrant as specified in
charter)
200 Berkeley Street Boston, Massachusetts 02116
_____________________________________________________________
(Address of principal executive offices) (Zip code)
Michael H. Koonce, Esq. 200 Berkeley Street Boston, Massachusetts 02116
____________________________________________________________
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 210-3200
Date of fiscal year end: August 31
________________
Date of reporting period: February 29, 2008
Item 1 - Reports to Stockholders.
table of contents | ||
1 | LETTER TO SHAREHOLDERS | |
4 | FINANCIAL HIGHLIGHTS | |
5 | SCHEDULE OF INVESTMENTS | |
18 | STATEMENT OF ASSETS AND LIABILITIES | |
19 | STATEMENT OF OPERATIONS | |
20 | STATEMENTS OF CHANGES IN NET ASSETS | |
21 | NOTES TO FINANCIAL STATEMENTS | |
29 | AUTOMATIC DIVIDEND REINVESTMENT PLAN | |
30 | ADDITIONAL INFORMATION | |
36 | TRUSTEES AND OFFICERS |
The fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q will be available on the SEC’s Web site at http://www.sec.gov. In addition, the fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330.
A description of the fund’s proxy voting policies and procedures, as well as information regarding how the fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available by visiting our Web site at EvergreenInvestments.com or by visiting the SEC’s Web site at http://www.sec.gov. The fund’s proxy voting policies and procedures are also available without charge, upon request, by calling 800.343.2898.
Mutual Funds: | ||||
NOT FDIC INSURED | MAY LOSE VALUE | NOT BANK GUARANTEED |
Evergreen Investment Management Company, LLC is a subsidiary of Wachovia Corporation and is an affiliate of Wachovia Corporation’s other Broker Dealer subsidiaries.
LETTER TO SHAREHOLDERS
April 2008
Dennis H. Ferro
President and Chief Executive Officer
Dear Shareholder:
We are pleased to provide the Semiannual Report for Evergreen Utilities and High Income Fund for the six-month period ended February 29, 2008 (the “six-month period”).
Heightening concerns that problems in the financials sector could pull the domestic economy into recession increasingly dominated investor thinking during the six-month period. Apprehension grew into serious worry in the summer and autumn of 2007 when major financial institutions began to report substantial losses from their exposures to subprime mortgages. As multi-billion-dollar mortgage-related losses began piling up in multiple institutions, banks tightened credit standards and restricted their lending. With fears of a dramatic downturn hovering over the market, fixed income investors have attempted to avoid credit risk by seeking out the highest-quality securities. Treasuries outperformed other fixed income sectors, while the prices of corporate bonds and many asset-backed securities fell as the yield spreads widened between high grade and lower-rated securities. At the same time, equities were undermined by the combination of weakening economic growth and disappointing profits, leading to falling stock prices across all market capitalizations, investment styles and regions. In this environment, the prices of gold, oil and other commodities surged while the U.S. dollar weakened further.
After solid growth early in 2007, the U.S. economy exhibited increasing signs of deceleration late in 2007 and the first months of 2008. Despite full employment, solid income growth and robust export activity, economic growth slowed as lending for ordinary consumer and commercial activity dried up, accentuating the weakening effects of declining home prices. Growth in corporate profits, employment and other key economic indicators began to slacken and Gross Domestic
1
LETTER TO SHAREHOLDERS continued
Product growth slowed to just 0.6% during the final quarter of 2007. Economists projected similar or slower growth for the first quarter of 2008. To reinvigorate the economy and stimulate lending activity, the Federal Reserve Board (the “Fed”) became increasingly aggressive, taking a series of steps to pour liquidity into the financial system. The Fed cut the key fed funds rate six different times from September 2007 to March 2008. The most dramatic rate cuts were the final two-each by three-quarters of one percentage point. In March 2008, the central bank also opened its lending facilities to securities firms as well as commercial banks and intervened to help JPMorgan Chase & Co. purchase the collapsing investment bank Bear Stearns Cos. Congress and the Bush administration, meanwhile, pushed through a $168 billion fiscal stimulus bill that was expected to send rebate checks to taxpayers by late spring.
During this volatile six-month period, the investment managers of Evergreen Utilities and High Income Fund maintained their emphasis on the pursuit of a high level of current income and moderate capital growth for investors. In managing this closed-end fund, managers maintained a healthy allocation to utilities, investing in both common stocks and convertible securities, while also keeping a substantial allocation to high yield corporate bonds.
During the six-month period, however, a challenge did emerge in connection with Auction Market Preferred Shares (“AMPS”) issued by the fund to create leverage in pursuit of its income orientation. The liquidity crisis that has affected global credit markets has caused failures in regularly scheduled auctions for AMPS, including auctions for the fund’s preferred shares. As a consequence, holders of these preferred shares have not been able to sell them at auction. When such a condition occurs, the holders of these shares are entitled to be paid dividends by the fund at the maximum rates allowed under the governing documents for these preferred shares. This situation, which may disadvantage the fund by increasing its borrowing costs, will continue until a successful auction is held and investors have the ability to sell their auction rate shares.
2
LETTER TO SHAREHOLDERS continued
Evergreen’s management team, working with others in our industry, is exploring possible alternative financing sources in order to provide liquidity to AMPS holders while preserving the fund’s income profile. For more information on this matter as well as other issues affecting your Evergreen investments, please visit us at EvergreenInvestments.com. From the Web site, you may also access details about daily fund prices, yields, dividend rates and fund facts about Evergreen closed-end funds.
Let me assure you that we remain steadfast in our determination to protect the long-term interests of shareholders of our funds as we navigate through this unprecedented market environment. We place great value in the trust you have placed in us and we appreciate your confidence as we work through these extraordinary market events.
Dennis H. Ferro
President and Chief Executive Officer
Evergreen Investment Company, Inc.
Notification of Investment Strategy Change
Effective May 30, 2008, the Fund's 10% limitation on the amount of total assets that may be invested in loans is eliminated. A Fund's investment in loans may include, for example, corporate loans, loan participation, direct debt, bank debt and bridge debt. Loans are subject to risks similar to those associated with other below-investment grade bond investments, such as credit risk (e.g. risk of issuer default), below-investment grade bond risk (e.g. risk of greater volatility in value) and risk that the loan may become illiquid or difficult to price.
Special Notice to Shareholders:
Please visit our Web site at EvergreenInvestments.com for statements from President and Chief Executive Officer, Dennis Ferro, regarding the
firm’s recent settlement with the Securities and Exchange Commission (SEC) and prior settlement with the Financial Industry Regulatory Authority (FINRA).
3
FINANCIAL HIGHLIGHTS | ||||||||||||||
|
||||||||||||||
(For a share outstanding throughout each period) | Six Months Ended | Year Ended August 31, | ||||||||||||
February 29, 2008 |
|
|||||||||||||
(unaudited) | 2007 | 2006 | 2005 | 20041 | ||||||||||
|
||||||||||||||
Net asset value, beginning of period | $ 24.05 | $ 23.16 | $ 25.43 | $ 19.76 | $ 19.102 | |||||||||
|
||||||||||||||
Income from investment operations | ||||||||||||||
Net investment income (loss) | 0.673 | 2.813 | 4.073 | 1.80 | 0.77 | |||||||||
Net realized and unrealized gains or losses on investments | (1.81) | 2.37 | (0.51) | 5.64 | 0.34 | |||||||||
Distributions to preferred shareholders from | ||||||||||||||
Net investment income | (0.26) | (0.30) | (0.39) | (0.15) | (0.02) | |||||||||
Net realized gains | 0 | (0.20) | (0.02) | (0.04) | 0 | |||||||||
|
||||||||||||||
Total from investment operations | (1.40) | 4.68 | 3.15 | 7.25 | 1.09 | |||||||||
|
||||||||||||||
Distributions to common shareholders from | ||||||||||||||
Net investment income | (1.38) | (3.79) | (2.76) | (1.58) | (0.30) | |||||||||
Net realized gains | (1.77) | 0 | (2.67) | 0 | 0 | |||||||||
|
||||||||||||||
Total distributions to common shareholders | (3.15) | (3.79) | (5.43) | (1.58) | (0.30) | |||||||||
|
||||||||||||||
Offering costs charged to capital for | ||||||||||||||
Common shares | 0 | 0 | 0 | 0 | (0.04) | |||||||||
Preferred shares | 0 | 0 | 0.013,4 | 0 | (0.09) | |||||||||
|
||||||||||||||
Total offering costs | 0 | 0 | 0.01 | 0 | (0.13) | |||||||||
|
||||||||||||||
Net asset value, end of period | $ 19.50 | $ 24.05 | $ 23.16 | $ 25.43 | $ 19.76 | |||||||||
|
||||||||||||||
Market value, end of period | $ 26.10 | $ 27.30 | $ 23.50 | $ 22.21 | $ 18.29 | |||||||||
|
||||||||||||||
Total return based on market value5 | 7.65% | 34.05% | 35.89% | 31.00% | (7.05%) | |||||||||
|
||||||||||||||
Ratios and supplemental data | ||||||||||||||
Net assets of common shareholders, end of period (thousands) | $172,666 | $209,066 | $195,955 | $250,826 | $227,328 | |||||||||
Liquidation value of preferred shares, end of period (thousands) | $ 80,000 | $ 80,000 | $ 80,000 | $ 80,000 | $ 80,000 | |||||||||
Asset coverage ratio, end of period | 315% | 360% | 341% | 406% | 284% | |||||||||
Ratios to average net assets applicable to common shareholders | ||||||||||||||
Expenses including waivers/reimbursements | ||||||||||||||
and interest expense but excluding expense reductions | 1.38%6 | 1.42% | 1.70% | 1.49% | 1.31%6 | |||||||||
Expenses including interest expense but excluding | ||||||||||||||
waivers/reimbursements and expense reductions | 1.38%6 | 1.42% | 1.70% | 1.54% | 1.31%6 | |||||||||
Interest expense | 0.20%6 | 0.22% | 0.31% | 0.30% | 0.29%6 | |||||||||
Net investment income (loss)7 | 3.58%6 | 9.41% | 16.00% | 8.50% | 12.05%6 | |||||||||
Portfolio turnover rate | 69% | 117% | 122% | 126% | 55% | |||||||||
|
4
SCHEDULE OF INVESTMENTS | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS 41.3% | ||||||||
CONSUMER DISCRETIONARY 8.1% | ||||||||
Auto Components 0.7% | ||||||||
Cooper Tire & Rubber Co., 7.625%, 03/15/2027 | $ 530,000 | $ 441,225 | ||||||
Goodyear Tire & Rubber Co., 9.00%, 07/01/2015 | 645,000 | 682,088 | ||||||
|
||||||||
1,123,313 | ||||||||
|
||||||||
Diversified Consumer Services 0.0% | ||||||||
Service Corporation International, 6.75%, 04/01/2015 | 70,000 | 70,525 | ||||||
|
||||||||
Hotels, Restaurants & Leisure 2.1% | ||||||||
Caesars Entertainment, Inc.: | ||||||||
7.875%, 03/15/2010 | 315,000 | 296,100 | ||||||
8.125%, 05/15/2011 | 135,000 | 115,425 | ||||||
Inn of the Mountain Gods Resort & Casino, 12.00%, 11/15/2010 | 840,000 | 831,600 | ||||||
Isle of Capri Casinos, Inc., 7.00%, 03/01/2014 | 1,581,000 | 1,086,937 | ||||||
Pinnacle Entertainment, Inc., 8.75%, 10/01/2013 | 30,000 | 29,250 | ||||||
Pokagon Gaming Authority, 10.375%, 06/15/2014 144A | 475,000 | 496,375 | ||||||
Seneca Gaming Corp., 7.25%, 05/01/2012 | 120,000 | 115,800 | ||||||
Shingle Springs Tribal Gaming Authority, 9.375%, 06/15/2015 144A | 480,000 | 429,600 | ||||||
Universal City Development Partners, Ltd., 11.75%, 04/01/2010 | 265,000 | 273,944 | ||||||
|
||||||||
3,675,031 | ||||||||
|
||||||||
Household Durables 1.2% | ||||||||
Centex Corp., 4.875%, 08/15/2008 | 250,000 | 244,406 | ||||||
D.R. Horton, Inc.: | ||||||||
4.875%, 01/15/2010 | 125,000 | 115,937 | ||||||
5.00%, 01/15/2009 | 240,000 | 232,800 | ||||||
8.00%, 02/01/2009 | 135,000 | 134,325 | ||||||
Hovnanian Enterprises, Inc.: | ||||||||
6.00%, 01/15/2010 | 90,000 | 57,600 | ||||||
6.50%, 01/15/2014 | 61,000 | 41,785 | ||||||
KB Home: | ||||||||
7.75%, 02/01/2010 | 195,000 | 186,956 | ||||||
8.625%, 12/15/2008 | 90,000 | 90,450 | ||||||
Libbey, Inc., FRN, 11.91%, 06/01/2011 | 270,000 | 272,025 | ||||||
Meritage Homes Corp., 6.25%, 03/15/2015 | 100,000 | 74,000 | ||||||
Pulte Homes, Inc.: | ||||||||
4.875%, 07/15/2009 | 530,000 | 506,150 | ||||||
7.875%, 08/01/2011 | 35,000 | 33,950 | ||||||
Standard Pacific Corp., 5.125%, 04/01/2009 | 45,000 | 39,375 | ||||||
|
||||||||
2,029,759 | ||||||||
|
||||||||
Media 2.3% | ||||||||
Cablevision Systems Corp., Ser. B, 8.00%, 04/15/2012 | 510,000 | 493,425 | ||||||
CSC Holdings, Inc., 7.625%, 04/01/2011 | 1,000,000 | 998,750 | ||||||
Dex Media West, LLC, 8.50%, 08/15/2010 | 335,000 | 315,319 | ||||||
Idearc, Inc., 8.00%, 11/15/2016 | 1,090,000 | 648,550 | ||||||
Lamar Media Corp., 6.625%, 08/15/2015 | 755,000 | 698,375 | ||||||
Mediacom Broadband, LLC, 8.50%, 10/15/2015 | 375,000 | 298,125 |
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
CONSUMER DISCRETIONARY continued | ||||||||
Media continued | ||||||||
Mediacom Communications Corp., 7.875%, 02/15/2011 | $ 100,000 | $ 88,250 | ||||||
R.H. Donnelley Corp., Ser. A-4, 8.875%, 10/15/2017 144A | 645,000 | 380,550 | ||||||
Sinclair Broadcast Group, Inc., 8.00%, 03/15/2012 | 90,000 | 92,250 | ||||||
|
||||||||
4,013,594 | ||||||||
|
||||||||
Multi-line Retail 0.3% | ||||||||
Neiman Marcus Group, Inc., 9.00%, 10/15/2015 | 440,000 | 440,000 | ||||||
|
||||||||
Specialty Retail 0.4% | ||||||||
Home Depot, Inc., 5.875%, 12/16/2036 | 135,000 | 111,491 | ||||||
Payless ShoeSource, Inc., 8.25%, 08/01/2013 | 615,000 | 562,725 | ||||||
|
||||||||
674,216 | ||||||||
|
||||||||
Textiles, Apparel & Luxury Goods 1.1% | ||||||||
Norcross Safety Products, LLC, Ser. B, 9.875%, 08/15/2011 | 310,000 | 320,075 | ||||||
Oxford Industries, Inc., 8.875%, 06/01/2011 | 860,000 | 829,900 | ||||||
Warnaco Group, Inc., 8.875%, 06/15/2013 | 770,000 | 791,175 | ||||||
|
||||||||
1,941,150 | ||||||||
|
||||||||
CONSUMER STAPLES 1.6% | ||||||||
Beverages 0.1% | ||||||||
Constellation Brands, Inc., 8.375%, 12/15/2014 | 200,000 | 205,500 | ||||||
|
||||||||
Food & Staples Retailing 0.5% | ||||||||
Ingles Markets, Inc., 8.875%, 12/01/2011 | 410,000 | 416,150 | ||||||
Rite Aid Corp., 8.125%, 05/01/2010 | 420,000 | 407,400 | ||||||
|
||||||||
823,550 | ||||||||
|
||||||||
Food Products 0.6% | ||||||||
Dean Foods Co., 6.625%, 05/15/2009 | 40,000 | 39,700 | ||||||
Del Monte Foods Co.: | ||||||||
6.75%, 02/15/2015 | 470,000 | 448,850 | ||||||
8.625%, 12/15/2012 | 240,000 | 244,800 | ||||||
Pilgrim’s Pride Corp.: | ||||||||
7.625%, 05/01/2015 | 30,000 | 28,800 | ||||||
8.375%, 05/01/2017 | 325,000 | 287,625 | ||||||
Smithfield Foods, Inc., 7.75%, 07/01/2017 | 15,000 | 14,325 | ||||||
|
||||||||
1,064,100 | ||||||||
|
||||||||
Household Products 0.1% | ||||||||
Church & Dwight Co., 6.00%, 12/15/2012 | 170,000 | 165,325 | ||||||
|
||||||||
Personal Products 0.3% | ||||||||
Central Garden & Pet Co., 9.125%, 02/01/2013 | 560,000 | 456,400 | ||||||
|
||||||||
ENERGY 6.4% | ||||||||
Energy Equipment & Services 1.7% | ||||||||
Bristow Group, Inc.: | ||||||||
6.125%, 06/15/2013 | 10,000 | 9,650 | ||||||
7.50%, 09/15/2017 144A | 240,000 | 241,800 |
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
ENERGY continued | ||||||||
Energy Equipment & Services continued | ||||||||
Dresser-Rand Group, Inc., 7.375%, 11/01/2014 | $ 380,000 | $ 373,350 | ||||||
GulfMark Offshore, Inc., 7.75%, 07/15/2014 | 175,000 | 178,937 | ||||||
Hornbeck Offshore Services, Inc., Ser. B, 6.125%, 12/01/2014 | 860,000 | 812,700 | ||||||
Parker Drilling Co., 9.625%, 10/01/2013 | 395,000 | 420,675 | ||||||
PHI, Inc., 7.125%, 04/15/2013 | 885,000 | 818,625 | ||||||
|
||||||||
2,855,737 | ||||||||
|
||||||||
Oil, Gas & Consumable Fuels 4.7% | ||||||||
Chesapeake Energy Corp., 6.875%, 01/15/2016 | 980,000 | 970,200 | ||||||
Clayton Williams Energy, Inc., 7.75%, 08/01/2013 | 170,000 | 147,050 | ||||||
El Paso Corp., 7.00%, 06/15/2017 | 190,000 | 197,065 | ||||||
Encore Acquisition Co.: | ||||||||
6.00%, 07/15/2015 | 390,000 | 351,975 | ||||||
6.25%, 04/15/2014 | 120,000 | 112,200 | ||||||
Exco Resources, Inc., 7.25%, 01/15/2011 | 575,000 | 556,312 | ||||||
Forbes Energy Services, LLC, 11.00%, 02/15/2015 144A | 350,000 | 344,750 | ||||||
Forest Oil Corp., 7.25%, 06/15/2019 144A | 230,000 | 232,875 | ||||||
Frontier Oil Corp., 6.625%, 10/01/2011 | 150,000 | 149,250 | ||||||
Mariner Energy, Inc., 8.00%, 05/15/2017 | 80,000 | 77,200 | ||||||
Overseas Shipholding Group, Inc., 8.25%, 03/15/2013 | 625,000 | 635,156 | ||||||
Peabody Energy Corp.: | ||||||||
5.875%, 04/15/2016 | 250,000 | 238,125 | ||||||
6.875%, 03/15/2013 | 565,000 | 578,419 | ||||||
Plains Exploration & Production Co., 7.75%, 06/15/2015 | 180,000 | 180,450 | ||||||
Sabine Pass LNG, LP: | ||||||||
7.25%, 11/30/2013 | 845,000 | 832,325 | ||||||
7.50%, 11/30/2016 | 50,000 | 49,250 | ||||||
Southwestern Energy Co., 7.50%, 02/01/2018 144A | 40,000 | 41,400 | ||||||
Targa Resources, Inc., 8.50%, 11/01/2013 | 470,000 | 438,275 | ||||||
Tesoro Corp., 6.625%, 11/01/2015 | 500,000 | 475,000 | ||||||
Williams Cos., 7.125%, 09/01/2011 | 900,000 | 956,250 | ||||||
Williams Partners, LP, 7.25%, 02/01/2017 | 545,000 | 551,813 | ||||||
|
||||||||
8,115,340 | ||||||||
|
||||||||
FINANCIALS 6.6% | ||||||||
Capital Markets 0.0% | ||||||||
E*TRADE Financial Corp., 8.00%, 06/15/2011 | 75,000 | 65,438 | ||||||
|
||||||||
Consumer Finance 3.9% | ||||||||
Ford Motor Credit Co., LLC: | ||||||||
5.70%, 01/15/2010 | 920,000 | 828,846 | ||||||
7.375%, 10/28/2009 | 1,395,000 | 1,323,324 | ||||||
9.75%, 09/15/2010 | 460,000 | 432,809 | ||||||
General Motors Acceptance Corp., LLC: | ||||||||
5.625%, 05/15/2009 | 285,000 | 265,977 | ||||||
6.875%, 09/15/2011 | 775,000 | 632,809 |
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
FINANCIALS continued | ||||||||
Consumer Finance continued | ||||||||
General Motors Acceptance Corp., LLC: | ||||||||
6.875%, 08/28/2012 | $ 1,025,000 | $ 818,903 | ||||||
7.25%, 03/02/2011 | 90,000 | 76,007 | ||||||
7.75%, 01/19/2010 | 300,000 | 271,369 | ||||||
8.00%, 11/01/2031 | 780,000 | 590,980 | ||||||
FRN: | ||||||||
4.32%, 05/15/2009 | 470,000 | 440,670 | ||||||
6.03%, 09/23/2008 | 240,000 | 230,456 | ||||||
Qwest Capital Funding, Inc., 6.50%, 11/15/2018 | 145,000 | 121,075 | ||||||
Sprint Capital Corp., 6.875%, 11/15/2028 | 525,000 | 368,336 | ||||||
Toll Corp., 8.25%, 02/01/2011 | 315,000 | 297,675 | ||||||
|
||||||||
6,699,236 | ||||||||
|
||||||||
Diversified Financial Services 0.5% | ||||||||
Leucadia National Corp.: | ||||||||
8.125%, 09/15/2015 | 810,000 | 820,125 | ||||||
7.125%, 03/15/2017 | 105,000 | 101,588 | ||||||
|
||||||||
921,713 | ||||||||
|
||||||||
Real Estate Investment Trusts 1.4% | ||||||||
Host Marriott Corp.: | ||||||||
7.125%, 11/01/2013 | 455,000 | 450,450 | ||||||
Ser. Q, 6.75%, 06/01/2016 | 605,000 | 576,263 | ||||||
Omega Healthcare Investors, Inc., 7.00%, 04/01/2014 | 940,000 | 918,850 | ||||||
Thornburg Mortgage, Inc., 8.00%, 05/15/2013 | 135,000 | 109,350 | ||||||
Ventas, Inc., 7.125%, 06/01/2015 | 275,000 | 277,406 | ||||||
|
||||||||
2,332,319 | ||||||||
|
||||||||
Thrifts & Mortgage Finance 0.8% | ||||||||
Residential Capital, LLC: | ||||||||
8.125%, 11/21/2008 | 385,000 | 299,337 | ||||||
8.375%, 06/30/2010 | 1,845,000 | 1,060,875 | ||||||
FRN, 5.65%, 06/09/2008 | 120,000 | 107,400 | ||||||
|
||||||||
1,467,612 | ||||||||
|
||||||||
HEALTH CARE 1.8% | ||||||||
Health Care Equipment & Supplies 0.0% | ||||||||
Universal Hospital Services, Inc., 8.50%, 06/01/2015 | 52,000 | 52,130 | ||||||
|
||||||||
Health Care Providers & Services 1.8% | ||||||||
HCA, Inc., 9.25%, 11/15/2016 | 1,775,000 | 1,823,812 | ||||||
Omnicare, Inc.: | ||||||||
6.125%, 06/01/2013 | 705,000 | 618,638 | ||||||
6.875%, 12/15/2015 | 750,000 | 658,125 | ||||||
|
||||||||
3,100,575 | ||||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
INDUSTRIALS 4.4% | ||||||||
Aerospace & Defense 2.4% | ||||||||
Alliant Techsystems, Inc., 6.75%, 04/01/2016 | $ 95,000 | $ 93,338 | ||||||
DRS Technologies, Inc., 6.625%, 02/01/2016 | 280,000 | 275,100 | ||||||
Hexcel Corp., 6.75%, 02/01/2015 | 325,000 | 314,437 | ||||||
L-3 Communications Holdings, Inc.: | ||||||||
5.875%, 01/15/2015 | 2,365,000 | 2,311,787 | ||||||
6.375%, 10/15/2015 | 1,100,000 | 1,097,250 | ||||||
|
||||||||
4,091,912 | ||||||||
|
||||||||
Commercial Services & Supplies 0.7% | ||||||||
Browning-Ferris Industries, Inc.: | ||||||||
7.40%, 09/15/2035 | 610,000 | 564,250 | ||||||
9.25%, 05/01/2021 | 315,000 | 329,175 | ||||||
Corrections Corporation of America, 6.25%, 03/15/2013 | 35,000 | 35,088 | ||||||
Geo Group, Inc., 8.25%, 07/15/2013 | 135,000 | 136,181 | ||||||
Mobile Mini, Inc., 6.875%, 05/01/2015 | 280,000 | 228,200 | ||||||
|
||||||||
1,292,894 | ||||||||
|
||||||||
Machinery 0.5% | ||||||||
Commercial Vehicle Group, Inc., 8.00%, 07/01/2013 | 1,015,000 | 832,300 | ||||||
|
||||||||
Road & Rail 0.7% | ||||||||
Avis Budget Car Rental, LLC: | ||||||||
7.625%, 05/15/2014 | 435,000 | 380,625 | ||||||
7.75%, 05/15/2016 | 40,000 | 33,600 | ||||||
Hertz Global Holdings, Inc.: | ||||||||
8.875%, 01/01/2014 | 400,000 | 383,000 | ||||||
10.50%, 01/01/2016 | 5,000 | 4,775 | ||||||
Kansas City Southern: | ||||||||
7.50%, 06/15/2009 | 170,000 | 172,550 | ||||||
9.50%, 10/01/2008 | 260,000 | 267,150 | ||||||
|
||||||||
1,241,700 | ||||||||
|
||||||||
Trading Companies & Distributors 0.1% | ||||||||
United Rentals, Inc., 6.50%, 02/15/2012 | 170,000 | 154,700 | ||||||
|
||||||||
INFORMATION TECHNOLOGY 1.7% | ||||||||
Electronic Equipment & Instruments 0.9% | ||||||||
Da-Lite Screen Co., Inc., 9.50%, 05/15/2011 | 560,000 | 512,400 | ||||||
Jabil Circuit, Inc., 8.25%, 03/15/2018 144A | 795,000 | 778,782 | ||||||
Sanmina-SCI Corp.: | ||||||||
6.75%, 03/01/2013 | 85,000 | 74,375 | ||||||
8.125%, 03/01/2016 | 140,000 | 125,300 | ||||||
FRN, 7.74%, 06/15/2010 144A | 49,000 | 48,510 | ||||||
|
||||||||
1,539,367 | ||||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
INFORMATION TECHNOLOGY continued | ||||||||
IT Services 0.7% | ||||||||
First Data Corp., 9.875%, 09/24/2015 144A | $ 635,000 | $ 551,656 | ||||||
SunGard Data Systems, Inc., 4.875%, 01/15/2014 | 520,000 | 460,200 | ||||||
Unisys Corp., 6.875%, 03/15/2010 | 135,000 | 128,925 | ||||||
|
||||||||
1,140,781 | ||||||||
|
||||||||
Semiconductors & Semiconductor Equipment 0.1% | ||||||||
Freescale Semiconductor, Inc.: | ||||||||
8.875%, 12/15/2014 | 15,000 | 12,300 | ||||||
9.125%, 12/15/2014 | 140,000 | 107,100 | ||||||
Spansion, Inc., FRN, 8.25%, 06/01/2013 144A | 150,000 | 110,250 | ||||||
|
||||||||
229,650 | ||||||||
|
||||||||
MATERIALS 4.9% | ||||||||
Chemicals 2.0% | ||||||||
ARCO Chemical Co.: | ||||||||
9.80%, 02/01/2020 | 170,000 | 144,500 | ||||||
10.25%, 11/01/2010 | 30,000 | 30,600 | ||||||
Huntsman Corp., 11.625%, 10/15/2010 | 425,000 | 451,562 | ||||||
Koppers Holdings, Inc.: | ||||||||
9.875%, 10/15/2013 | 45,000 | 47,813 | ||||||
Sr. Disc. Note, Step Bond, 0.00%, 11/15/2014 | 455,000 | 389,025 | ||||||
Millenium America, Inc., 7.625%, 11/15/2026 | 405,000 | 261,225 | ||||||
Momentive Performance Materials, Inc., 9.75%, 12/01/2014 | 685,000 | 616,500 | ||||||
Mosaic Co.: | ||||||||
7.30%, 01/15/2028 | 260,000 | 253,500 | ||||||
7.875%, 12/01/2016 144A | 410,000 | 442,800 | ||||||
Tronox Worldwide, LLC, 9.50%, 12/01/2012 | 980,000 | 864,850 | ||||||
|
||||||||
3,502,375 | ||||||||
|
||||||||
Construction Materials 0.4% | ||||||||
CPG International, Inc.: | ||||||||
10.50%, 07/01/2013 | 705,000 | 623,925 | ||||||
FRN, 11.47%, 07/01/2012 | 15,000 | 12,525 | ||||||
|
||||||||
636,450 | ||||||||
|
||||||||
Containers & Packaging 1.1% | ||||||||
BPC Holding Corp., 8.875%, 09/15/2014 | 170,000 | 150,875 | ||||||
Exopack Holding Corp., 11.25%, 02/01/2014 | 615,000 | 571,950 | ||||||
Graphic Packaging International, Inc.: | ||||||||
8.50%, 08/15/2011 | 380,000 | 368,600 | ||||||
9.50%, 08/15/2013 | 245,000 | 232,137 | ||||||
Smurfit-Stone Container Corp., 8.375%, 07/01/2012 | 710,000 | 670,950 | ||||||
|
||||||||
1,994,512 | ||||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | Principal | |||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
MATERIALS continued | ||||||||
Metals & Mining 0.6% | ||||||||
Freeport-McMoRan Copper & Gold, Inc.: | ||||||||
6.875%, 02/01/2014 | $ 420,000 | $ 434,700 | ||||||
8.375%, 04/01/2017 | 515,000 | 547,188 | ||||||
|
||||||||
981,888 | ||||||||
|
||||||||
Paper & Forest Products 0.8% | ||||||||
Georgia Pacific Corp., 8.875%, 05/15/2031 | 475,000 | 425,125 | ||||||
Glatfelter, 7.125%, 05/01/2016 | 145,000 | 144,638 | ||||||
Newpage Corp., 10.00%, 05/01/2012 144A | 330,000 | 332,475 | ||||||
Verso Paper Holdings, LLC, 9.125%, 08/01/2014 | 465,000 | 440,587 | ||||||
|
||||||||
1,342,825 | ||||||||
|
||||||||
TELECOMMUNICATION SERVICES 1.9% | ||||||||
Diversified Telecommunication Services 1.1% | ||||||||
Citizens Communications Co., 7.875%, 01/15/2027 | 465,000 | 416,175 | ||||||
Consolidated Communications, Inc., 9.75%, 04/01/2012 | 303,000 | 319,286 | ||||||
Qwest Corp.: | ||||||||
6.50%, 06/01/2017 | 260,000 | 238,550 | ||||||
7.875%, 09/01/2011 | 625,000 | 639,062 | ||||||
8.875%, 03/15/2012 | 265,000 | 277,919 | ||||||
|
||||||||
1,890,992 | ||||||||
|
||||||||
Wireless Telecommunication Services 0.8% | ||||||||
Rural Cellular Corp., 8.25%, 03/15/2012 | 595,000 | 615,825 | ||||||
Sprint Nextel Corp.: | ||||||||
6.375%, 05/01/2009 | 120,000 | 115,231 | ||||||
6.90%, 05/01/2019 | 75,000 | 55,125 | ||||||
Ser. D, 7.375%, 08/01/2015 | 415,000 | 321,850 | ||||||
Ser. F, 5.95%, 03/15/2014 | 310,000 | 231,222 | ||||||
|
||||||||
1,339,253 | ||||||||
|
||||||||
UTILITIES 3.9% | ||||||||
Electric Utilities 3.8% | ||||||||
Allegheny Energy Supply Co., 8.25%, 04/15/2012 144A | 785,000 | 839,950 | ||||||
Aquila, Inc., 14.875%, 07/01/2012 | 1,070,000 | 1,321,450 | ||||||
CMS Energy Corp.: | ||||||||
6.55%, 07/17/2017 | 50,000 | 49,969 | ||||||
8.50%, 04/15/2011 | 100,000 | 108,099 | ||||||
Edison Mission Energy: | ||||||||
7.00%, 05/15/2017 | 130,000 | 128,375 | ||||||
7.20%, 05/15/2019 | 45,000 | 44,325 | ||||||
Mirant Americas Generation, LLC, 8.50%, 10/01/2021 | 90,000 | 80,100 | ||||||
Mirant Mid-Atlantic, LLC, Ser. C, 10.06%, 12/30/2028 | 92,558 | 106,442 | ||||||
Mirant North America, LLC, 7.375%, 12/31/2013 | 990,000 | 998,663 | ||||||
NRG Energy, Inc., 7.375%, 02/01/2016 | 845,000 | 816,481 | ||||||
Orion Power Holdings, Inc., 12.00%, 05/01/2010 | 947,000 | 1,032,230 |
SCHEDULE OF INVESTMENTS continued | ||||||||||
|
||||||||||
February 29, 2008 (unaudited) | Principal | |||||||||
Amount | Value | |||||||||
|
||||||||||
CORPORATE BONDS continued | ||||||||||
UTILITIES continued | ||||||||||
Electric Utilities continued | ||||||||||
Reliant Energy, Inc.: | ||||||||||
6.75%, 12/15/2014 | $ 1,045,000 | $ 1,068,512 | ||||||||
7.875%, 06/15/2017 | 15,000 | 14,831 | ||||||||
|
||||||||||
6,609,427 | ||||||||||
|
||||||||||
Independent Power Producers & Energy Traders 0.1% | ||||||||||
AES Corp., 8.00%, 10/15/2017 | 20,000 | 20,500 | ||||||||
Dynegy Holdings, Inc., 7.50%, 06/01/2015 | 170,000 | 160,013 | ||||||||
|
||||||||||
180,513 | ||||||||||
|
||||||||||
Total Corporate Bonds (cost $75,196,987) | 71,294,102 | |||||||||
|
||||||||||
YANKEE OBLIGATIONS - CORPORATE 4.8% | ||||||||||
ENERGY 1.5% | ||||||||||
Oil, Gas & Consumable Fuels 1.5% | ||||||||||
Connacher Oil & Gas, Ltd., 10.25%, 12/15/2015 144A | 210,000 | 208,950 | ||||||||
Griffin Coal Mining Co., Ltd.: | ||||||||||
9.50%, 12/01/2016 | 320,000 | 248,000 | ||||||||
9.50%, 12/01/2016 144A | 1,350,000 | 1,059,750 | ||||||||
OPTI Canada, Inc., 7.875%, 12/15/2014 144A | 1,010,000 | 987,275 | ||||||||
|
||||||||||
2,503,975 | ||||||||||
|
||||||||||
FINANCIALS 0.7% | ||||||||||
Consumer Finance 0.4% | ||||||||||
Avago Technologies Finance, Ltd.: | ||||||||||
10.125%, 12/01/2013 | 105,000 | 111,300 | ||||||||
FRN, 10.62%, 06/01/2013 | 140,000 | 139,650 | ||||||||
NXP Funding, LLC, 7.875%, 10/15/2014 | 30,000 | 27,450 | ||||||||
Virgin Media Finance plc, 9.125%, 08/15/2016 | 510,000 | 430,950 | ||||||||
|
||||||||||
709,350 | ||||||||||
|
||||||||||
Diversified Financial Services 0.3% | ||||||||||
Ship Finance International, Ltd., 8.50%, 12/15/2013 | 455,000 | 464,100 | ||||||||
|
||||||||||
INDUSTRIALS 0.7% | ||||||||||
Road & Rail 0.7% | ||||||||||
Kansas City Southern de Mexico: | ||||||||||
7.375%, 06/01/2014 144A | 585,000 | 544,781 | ||||||||
9.375%, 05/01/2012 | 650,000 | 679,250 | ||||||||
|
||||||||||
1,224,031 | ||||||||||
|
||||||||||
INFORMATION TECHNOLOGY 0.6% | ||||||||||
Communications Equipment 0.5% | ||||||||||
Nortel Networks Corp., 10.125%, 07/15/2013 | 870,000 | 813,450 | ||||||||
|
||||||||||
Semiconductors & Semiconductor Equipment 0.1% | ||||||||||
Sensata Technologies, Inc., 8.00%, 05/01/2014 | 280,000 | 246,400 | ||||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||||
|
||||||||||
February 29, 2008 (unaudited) | Principal | |||||||||
Amount | Value | |||||||||
|
||||||||||
YANKEE OBLIGATIONS - CORPORATE continued | ||||||||||
MATERIALS 1.2% | ||||||||||
Metals & Mining 1.0% | ||||||||||
Novelis, Inc., 7.25%, 02/15/2015 | $ 1,990,000 | $ 1,800,950 | ||||||||
|
||||||||||
Paper & Forest Products 0.2% | ||||||||||
Corporacion Durango SAB de CV, 10.50%, 10/05/2017 144A | 350,000 | 269,500 | ||||||||
|
||||||||||
TELECOMMUNICATION SERVICES 0.1% | ||||||||||
Wireless Telecommunication Services 0.1% | ||||||||||
Intelsat, Ltd., 9.25%, 06/15/2016 | 225,000 | 226,125 | ||||||||
|
||||||||||
UTILITIES 0.0% | ||||||||||
Electric Utilities 0.0% | ||||||||||
InterGen NV, 9.00%, 06/30/2017 144A | 30,000 | 31,500 | ||||||||
|
||||||||||
Total Yankee Obligations - Corporate (cost $9,138,147) | 8,289,381 | |||||||||
|
||||||||||
|
||||||||||
Shares | Value | |||||||||
|
||||||||||
CONVERTIBLE PREFERRED STOCKS 3.1% | ||||||||||
ENERGY 3.1% | ||||||||||
Oil, Gas & Consumable Fuels 3.1% | ||||||||||
El Paso Corp., 4.99%, 12/31/2049 | (cost $4,534,688) | 4,000 | 5,351,500 | |||||||
|
||||||||||
COMMON STOCKS 85.1% | ||||||||||
ENERGY 6.4% | ||||||||||
Oil, Gas & Consumable Fuels 6.4% | ||||||||||
Copano Energy, LLC (r) | 57,647 | 2,101,233 | ||||||||
ENI SpA | 200,000 | 6,919,589 | ||||||||
Genesis Energy, LP | 22,157 | 476,376 | ||||||||
Southwestern Energy Co. * | 25,000 | 1,630,750 | ||||||||
|
||||||||||
11,127,948 | ||||||||||
|
||||||||||
TELECOMMUNICATION SERVICES 38.0% | ||||||||||
Diversified Telecommunication Services 34.5% | ||||||||||
AT&T, Inc. | 150,000 | 5,224,500 | ||||||||
Belgacom SA | 50,000 | 2,395,999 | ||||||||
Elisa Oyj | 425,000 | 12,945,517 | ||||||||
Shenandoah Telecommunications Co. (r) + | 460,410 | 6,855,505 | ||||||||
TeliaSonera AB | 2,500,000 | 20,026,400 | ||||||||
Telstra Corp., ADR (r) | 3,600,000 | 10,880,038 | ||||||||
Windstream Corp. | 100,000 | 1,176,000 | ||||||||
|
||||||||||
59,503,959 | ||||||||||
|
||||||||||
Wireless Telecommunication Services 3.5% | ||||||||||
American Tower Corp., Class A * | 80,000 | 3,075,200 | ||||||||
Rogers Communications, Inc., Class B | 75,000 | 2,967,000 | ||||||||
|
||||||||||
6,042,200 | ||||||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||||
|
||||||||||
February 29, 2008 (unaudited) | ||||||||||
Shares | Value | |||||||||
|
||||||||||
COMMON STOCKS continued | ||||||||||
UTILITIES 40.7% | ||||||||||
Electric Utilities 28.0% | ||||||||||
Allegheny Energy, Inc. * | 50,000 | $ 2,533,500 | ||||||||
DPL, Inc. (r) | 300,000 | 7,653,000 | ||||||||
E.ON AG, ADR (r) | 100,000 | 6,210,000 | ||||||||
Edison International | 75,000 | 3,705,000 | ||||||||
El Paso Electric Co. * | 25,000 | 511,500 | ||||||||
Entergy Corp. | 56,000 | 5,753,440 | ||||||||
Exelon Corp. | 57,000 | 4,266,450 | ||||||||
FirstEnergy Corp. | 47,000 | 3,176,730 | ||||||||
Fortum Oyj | 300,000 | 12,517,179 | ||||||||
ITC Holdings Corp. | 36,000 | 1,918,800 | ||||||||
Maine & Maritimes Corp. * | 1,135 | 36,547 | ||||||||
|
||||||||||
48,282,146 | ||||||||||
|
||||||||||
Independent Power Producers & Energy | ||||||||||
Trades 4.3% | ||||||||||
Constellation Energy Group, Inc | 84,500 | 7,465,575 | ||||||||
|
||||||||||
Multi-Utilities 6.4% | ||||||||||
PNM Resources, Inc. | 45,000 | 532,800 | ||||||||
SUEZ | 165,000 | 10,486,167 | ||||||||
Wisconsin Energy Corp. | 1,500 | 65,430 | ||||||||
|
||||||||||
11,084,397 | ||||||||||
|
||||||||||
Water Utilities 2.0% | ||||||||||
Pennichuck Corp. | 150,000 | 3,450,000 | ||||||||
|
||||||||||
Total Common Stocks (cost $123,442,524) | 146,956,225 | |||||||||
|
||||||||||
PREFERRED STOCKS 10.9% | ||||||||||
UTILITIES 10.9% | ||||||||||
Electric Utilities 10.4% | ||||||||||
Carolina Power & Light Co., 5.00% | 9,217 | 829,242 | ||||||||
Connecticut Light & Power Co., Ser. 1947, 2.00% | 22,000 | 860,750 | ||||||||
Connecticut Light & Power Co., Ser. 1949, 2.04% | 9,600 | 383,101 | ||||||||
Consolidated Edison, Inc., 5.00% | 27,820 | 2,538,575 | ||||||||
Dayton Power & Light Co., Ser. A, 3.75% | 9,416 | 650,881 | ||||||||
Dayton Power & Light Co., Ser. B, 3.75% | 5,120 | 409,920 | ||||||||
Dayton Power & Light Co., Ser. C, 3.90% | 17,500 | 1,246,329 | ||||||||
Entergy Arkansas, Inc., 6.08% | 644 | 66,714 | ||||||||
Hawaiian Electric Industries, Inc., Ser. K, 4.65% | 27,000 | 437,908 | ||||||||
Pacific Gas & Electric Co., Ser. D, 5.00% | 126,000 | 2,690,100 | ||||||||
Pacific Gas & Electric Co., Ser. H, 4.50% | 33,800 | 659,100 | ||||||||
Pacific Gas & Electric Co., Ser. I, 4.36% | 34,800 | 665,550 | ||||||||
PECO Energy Co., Ser. C, 4.40% | 29,590 | 2,396,790 | ||||||||
Southern California Edison Co., Ser. B, 4.08% | 45,900 | 895,050 | ||||||||
Southern California Edison Co., Ser. D, 4.32% | 54,000 | 1,066,770 | ||||||||
Union Electric Co., 4.50% | 14,600 | 1,058,500 | ||||||||
Union Electric Co., 4.56% | 11,190 | 816,870 | ||||||||
Union Electric Co., Ser. 1969, 4.00% | 4,200 | 277,200 | ||||||||
|
||||||||||
17,949,350 | ||||||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||
|
||||||||
February 29, 2008 (unaudited) | ||||||||
Shares | Value | |||||||
|
||||||||
PREFERRED STOCKS continued | ||||||||
UTILITIES continued | ||||||||
Water Utilities 0.5% | ||||||||
Hackensack Water Co., 4.99% | 10,469 | $ 837,520 | ||||||
|
||||||||
Total Preferred Stocks (cost $19,269,147) | 18,786,870 | |||||||
|
||||||||
ESCROW SHARES 0.0% | ||||||||
Mirant Corp. Escrow * + (s) (cost $0) | 5,000,000 | 0 | ||||||
|
||||||||
MUTUAL FUND SHARES 0.0% | ||||||||
Kayne Anderson MLP Investment Co. (r) (cost $150) | 6 | 178 | ||||||
|
||||||||
|
||||||||
Principal | ||||||||
Amount | Value | |||||||
|
||||||||
LOANS 2.3% | ||||||||
CONSUMER DISCRETIONARY 0.1% | ||||||||
Claire’s Stores, Inc., FRN, 7.72%, 05/29/2014 | $ 49,875 | 38,573 | ||||||
Fontainebleau Resorts, LLC, FRN, 6.26%, 06/06/2014 < | 100,000 | 83,452 | ||||||
Idearc, Inc., FRN, 5.07%, 11/17/2014 < | 135,000 | 109,892 | ||||||
|
||||||||
231,917 | ||||||||
|
||||||||
ENERGY 0.5% | ||||||||
Blue Grass Energy Corp., FRN, 10.50%, 12/30/2013 | 975,000 | 935,688 | ||||||
|
||||||||
INDUSTRIALS 0.5% | ||||||||
Clarke American Corp., FRN, 7.32%, 02/28/2014 | 639,712 | 499,909 | ||||||
Neff Corp., FRN: | ||||||||
9.20%, 11/30/2014 < | 425,000 | 291,032 | ||||||
10.25%, 06/01/2008 < | 120,000 | 82,173 | ||||||
|
||||||||
873,114 | ||||||||
|
||||||||
INFORMATION TECHNOLOGY 0.2% | ||||||||
Flextonics International, Ltd., FRN, 7.47%, 10/01/2014 | 195,915 | 181,421 | ||||||
Freescale Semiconductor, Inc., 4.84%, 12/01/2013 < | 130,000 | 110,412 | ||||||
|
||||||||
291,833 | ||||||||
|
||||||||
MATERIALS 0.5% | ||||||||
Berry Plastics Holding Corp., FRN, 7.35%, 04/03/2015 | 135,000 | 117,360 | ||||||
Boise Paper, FRN, 10.07%, 02/15/2015 | 60,000 | 55,347 | ||||||
Georgia-Pacific Corp., FRN, 6.58%, 12/20/2012 < | 115,000 | 105,917 | ||||||
Wimar Co., FRN, 7.49%, 01/03/2012 | 550,000 | 534,925 | ||||||
|
||||||||
813,549 | ||||||||
|
||||||||
UTILITIES 0.5% | ||||||||
Energy Future Holdings, Corp., FRN, 5.60%, 10/10/2014 < | 870,000 | 791,700 | ||||||
|
||||||||
Total Loans (cost $4,064,509) | 3,937,801 | |||||||
|
SCHEDULE OF INVESTMENTS continued | ||||||||||
|
||||||||||
February 29, 2008 (unaudited) | Principal | |||||||||
Amount | Value | |||||||||
|
||||||||||
SHORT-TERM INVESTMENTS 30.0% | ||||||||||
REPURCHASE AGREEMENTS ^ 15.9% | ||||||||||
Banc of America Securities, LLC, 3.20%, dated 02/29/2008, maturing 03/03/2008, | ||||||||||
maturity value $6,001,600 (r)(r) | $ 6,000,000 | $ 6,000,000 | ||||||||
Bear Stearns & Co., Inc., 3.22%, dated 02/29/2008, maturing 03/03/2008, maturity | ||||||||||
value $3,000,805 (r)(r) | 3,000,000 | 3,000,000 | ||||||||
BNP Paribas Securities, 3.21%, dated 02/29/2008, maturing 03/03/2008, maturity | ||||||||||
value $1,500,401 (r)(r) | 1,500,000 | 1,500,000 | ||||||||
Credit Suisse First Boston, LLC, 3.21%, dated 02/29/2008, maturing 03/03/2008, | ||||||||||
maturity value $5,001,338 (r)(r) | 5,000,000 | 5,000,000 | ||||||||
Dresdner Kleinwort Wasserstein Securities, LLC, 3.21%, dated 02/29/2008, maturing | ||||||||||
03/03/2008, maturity value $2,000,535 (r)(r) | 2,000,000 | 2,000,000 | ||||||||
Greenwich Capital Markets, Inc., 3.21%, dated 02/29/2008, maturing 03/03/2008, | ||||||||||
maturity value $3,000,803 (r)(r) | 3,000,000 | 3,000,000 | ||||||||
JPMorgan Securities, Inc., 3.20%, dated 02/29/2008, maturing 03/03/2008, | ||||||||||
maturity value $2,000,533 (r)(r) | 2,000,000 | 2,000,000 | ||||||||
Lehman Brothers, Inc., 3.20%, dated 02/29/2008, maturing 03/03/2008, maturity | ||||||||||
value $3,000,800 (r)(r) | 3,000,000 | 3,000,000 | ||||||||
Merrill Lynch Pierce Fenner & Smith, Inc., 3.20%, dated 02/29/2008, maturing | ||||||||||
03/03/2008, maturity value $2,000,533 (r)(r) | 2,000,000 | 2,000,000 | ||||||||
|
||||||||||
27,500,000 | ||||||||||
|
||||||||||
|
||||||||||
Shares | Value | |||||||||
|
||||||||||
MUTUAL FUND SHARES 14.1% | ||||||||||
AIM Short-Term Investments Trust Government & Agency Portfolio, | ||||||||||
Class I, 3.20% (r)(r) q | 294,915 | 294,915 | ||||||||
Evergreen Institutional Money Market Fund, Class I, 3.69% q ø (u) | 24,088,446 | 24,088,446 | ||||||||
|
||||||||||
24,383,361 | ||||||||||
|
||||||||||
Total Short-Term Investments (cost $51,883,361) | 51,883,361 | |||||||||
|
||||||||||
Total Investments (cost $287,529,513) 177.5% | 306,499,418 | |||||||||
Other Assets and Liabilities and Preferred Shares (77.5%) | (133,832,947) | |||||||||
|
||||||||||
Net Assets Applicable to Common Shareholders 100.0% | $ 172,666,471 | |||||||||
|
144A | Security that may be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. | ||
This security has been determined to be liquid under guidelines established by the Board of Trustees, unless otherwise | |||
noted. | |||
| Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. An effective | ||
interest rate is applied to recognize interest income daily for the bond. This rate is based on total expected interest to | |||
be earned over the life of the bond which consists of the aggregate coupon-interest payments and discount at | |||
acquisition. The rate shown is the stated rate at the current period end. | |||
(r) | All or a portion of this security is on loan. | ||
* | Non-income producing security | ||
+ | Security is deemed illiquid and is valued using market quotations when readily available, unless otherwise noted. | ||
(s) | Security is valued at fair value as determined by the investment advisor in good faith, according to procedures approved | ||
by the Board of Trustees. |
SCHEDULE OF INVESTMENTS continued
February 29, 2008 (unaudited)
< | All or a portion of the position represents an unfunded loan commitment. | |
^ | Collateral is pooled with the collateral of other Evergreen funds and allocated on a pro-rata basis into 90 issues of high | |
grade short-term securities such that sufficient collateral is applied to the respective repurchase agreement. | ||
(r)(r) | All or a portion of this security represents investment of cash collateral received from securities on loan. | |
q | Rate shown is the 7-day annualized yield at period end. | |
ø | Evergreen Investment Management Company, LLC is the investment advisor to both the Fund and the money market | |
fund. | ||
(u) | All or a portion of this security has been segregated as collateral for reverse repurchase agreements. |
Summary of Abbreviations | ||
ADR | American Depository Receipt | |
FRN | Floating Rate Note |
The following table shows the percent of the total long-term investments by geographic location as of Feburary 29, 2008:
United States | 64.2% | |
Finland | 10.0% | |
Sweden | 7.9% | |
Australia | 4.4% | |
France | 4.1% | |
Italy | 2.7% | |
Canada | 2.7% | |
Germany | 2.4% | |
Belgium | 0.9% | |
Mexico | 0.3% | |
United Kingdom | 0.2% | |
Netherlands | 0.1% | |
Singapore | 0.1% | |
|
||
100.0% | ||
The following table shows the percent of total bonds by credit quality based on Moody’s and Standard & Poor’s ratings as of February 29, 2008:
AAA | 1.1% | |
BBB | 7.2% | |
BB | 37.0% | |
B | 53.3% | |
CCC | 1.3% | |
NR | 0.1% | |
|
||
100.0% | ||
The following table shows the percent of total bonds based on effective maturity as of February 29, 2008:
Less than 1 year | 3.8% | |
1 to 3 year(s) | 14.5% | |
3 to 5 years | 16.8% | |
5 to 10 years | 58.4% | |
10 to 20 years | 3.9% | |
20 to 30 years | 2.6% | |
|
||
100.0% | ||
STATEMENT OF ASSETS AND LIABILITIES | ||||
|
||||
February 29, 2008 (unaudited) | ||||
|
||||
Assets | ||||
Investments in securities, at value (cost $263,441,067) including $26,294,659 | ||||
of securities loaned | $ 282,410,972 | |||
Investments in affiliated money market fund, at value (cost $24,088,446) | 24,088,446 | |||
|
||||
Total investments | 306,499,418 | |||
Cash | 240,562 | |||
Foreign currency, at value (cost $105,268) | 107,547 | |||
Receivable for securities sold | 4,030,340 | |||
Dividends and interest receivable | 2,492,504 | |||
Unrealized gains on credit default swap transactions | 1,082 | |||
Receivable for securities lending income | 11,493 | |||
|
||||
Total assets | 313,382,946 | |||
|
||||
Liabilities | ||||
Dividends payable applicable to common shareholders | 2,016,229 | |||
Payable for securities purchased | 23,986,830 | |||
Unrealized losses on credit default swap transactions | 14,355 | |||
Premiums received on credit default swap payments | 89,199 | |||
Payable for reverse repurchase agreements | 6,642,712 | |||
Payable for securities on loan | 27,794,915 | |||
Advisory fee payable | 12,937 | |||
Due to other related parties | 1,079 | |||
Accrued expenses and other liabilities | 99,899 | |||
|
||||
Total liabilities | 60,658,155 | |||
|
||||
Preferred shares at redemption value | ||||
$25,000 liquidation value per share applicable to 3,200 shares, including dividends | ||||
payable of $58,320 | 80,058,320 | |||
|
||||
Net assets applicable to common shareholders | $ 172,666,471 | |||
|
||||
Net assets applicable to common shareholders represented by | ||||
Paid-in capital | $ 158,771,324 | |||
Overdistributed net investment income | (2,741,459) | |||
Accumulated net realized losses on investments | (2,361,783) | |||
Net unrealized gains on investments | 18,998,389 | |||
|
||||
Net assets applicable to common shareholders | $ 172,666,471 | |||
|
||||
Net asset value per share applicable to common shareholders | ||||
Based on $172,666,471 divided by 8,856,120 common shares issued | ||||
and outstanding (unlimited number of common shares authorized) | $ 19.50 | |||
|
STATEMENT OF OPERATIONS | ||||
|
||||
Six Months Ended February 29, 2008 (unaudited) | ||||
|
||||
Investment income | ||||
Interest | $ 3,652,236 | |||
Dividends (net of foreign withholding taxes of $122,228) | 3,006,978 | |||
Income from affiliate | 265,675 | |||
Securities lending | 183,805 | |||
|
||||
Total investment income | 7,108,694 | |||
|
||||
Expenses | ||||
Advisory fee | 853,881 | |||
Administrative services fee | 71,157 | |||
Transfer agent fees | 14,695 | |||
Trustees’ fees and expenses | 3,847 | |||
Printing and postage expenses | 43,491 | |||
Custodian and accounting fees | 44,009 | |||
Professional fees | 32,828 | |||
Auction agent fees | 104,773 | |||
Interest expense | 198,203 | |||
|
||||
Other | 8,884 | |||
|
||||
Total expenses | 1,375,768 | |||
Less: Expense reductions | (18,166) | |||
|
||||
Net expenses | 1,357,602 | |||
|
||||
Net investment income | 5,751,092 | |||
|
||||
Net realized and unrealized gains or losses on investments | ||||
Net realized gains or losses on: | ||||
Securities | (2,266,848) | |||
Foreign currency related transactions | 309,965 | |||
Interest rate swap transactions | (157,640) | |||
Credit default swap transactions | (62,064) | |||
|
||||
Net realized losses on investments | (2,176,587) | |||
Net change in unrealized gains or losses on investments | (14,422,647) | |||
|
||||
Net realized and unrealized gains or losses on investments | (16,599,234) | |||
Distributions to preferred shareholders from net investment income | (2,190,176) | |||
|
||||
Net decrease in net assets applicable to common shareholders resulting from operations | $ (13,038,318) | |||
|
STATEMENTS OF CHANGES IN NET ASSETS | ||||||||
|
||||||||
Six Months Ended | ||||||||
February 29, 2008 | Year Ended | |||||||
(unaudited) | August 31, 2007 | |||||||
|
||||||||
Operations | ||||||||
Net investment income | $ 5,751,092 | $ 24,180,813 | ||||||
Net realized gains or losses on investments | (2,176,587) | 30,021,307 | ||||||
Net change in unrealized gains or losses on investments | (14,422,647) | (10,327,145) | ||||||
Distributions to preferred shareholders from | ||||||||
Net investment income | (2,190,176) | (2,537,418) | ||||||
Net realized gains | 0 | (1,738,712) | ||||||
|
||||||||
Net increase (decrease) in net assets applicable to | ||||||||
common shareholders resulting from operations | (13,038,318) | 39,598,845 | ||||||
|
||||||||
Distributions to common shareholders from | ||||||||
Net investment income | (12,076,871) | (32,529,894) | ||||||
Net realized gains | (15,510,502) | 0 | ||||||
|
||||||||
Total distributions to common shareholders | (27,587,373) | (32,529,894) | ||||||
|
||||||||
Capital share transactions | ||||||||
Net asset value of common shares issued under | ||||||||
the Automatic Dividend Reinvestment Plan | 4,513,157 | 6,041,404 | ||||||
Cost of issuing common shares | (286,505) | 0 | ||||||
|
||||||||
Net increase in net assets resulting from capital share | ||||||||
transactions | 4,226,652 | 6,041,404 | ||||||
|
||||||||
Total increase (decrease) in net assets applicable | ||||||||
to common shareholders | (36,399,039) | 13,110,355 | ||||||
Net assets applicable to common shareholders | ||||||||
Beginning of period | 209,065,510 | 195,955,155 | ||||||
|
||||||||
End of period | $ 172,666,471 | $ 209,065,510 | ||||||
|
||||||||
Undistributed (overdistributed) net investment income | $ (2,741,459) | $ 6,290,961 | ||||||
|
NOTES TO FINANCIAL STATEMENTS (unaudited)
1. ORGANIZATION
Evergreen Utilities and High Income Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on February 4, 2004 and is registered as a non-diversified closed-end management
investment company under the Investment Company Act of 1940, as amended. The primary investment objective of the Fund is to seek a high level of current income and moderate capital growth, with an emphasis on providing tax-advantaged dividend
income.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles in
the United States of America, which require management to make estimates and assumptions that affect amounts reported herein. Actual results could differ from these estimates.
a. Valuation of investments
Listed equity securities are usually valued at the last sales price or official closing price on the national securities exchange where the securities are principally traded.
Foreign securities traded on an established exchange are valued at the last sales price on the exchange where the security is primarily traded. If there has been no sale, the securities are valued at the mean between bid and asked prices. Foreign securities may be valued at fair value according to procedures approved by the Board of Trustees if the closing price is not reflective of current market values due to trading or events occurring in the foreign markets between the close of the established exchange and the valuation time of the Fund. In addition, substantial changes in values in the U.S. markets subsequent to the close of a foreign market may also affect the values of securities traded in the foreign market. The value of foreign securities may be adjusted if such movements in the U.S. market exceed a specified threshold.
Portfolio debt securities acquired with more than 60 days to maturity are fair valued using matrix pricing methods determined by an independent pricing service which takes into consideration such factors as similar security prices, yields, maturities, liquidity and ratings. Securities for which valuations are not readily available from an independent pricing service may be valued by brokers which use prices provided by market makers or estimates of market value obtained from yield data relating to investments or securities with similar characteristics.
Short-term securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost, which approximates market value.
Investments in open-end mutual funds are valued at net asset value. Securities for which market quotations are not readily available or not reflective of current market value are valued at fair value as determined by the investment advisor in good faith, according to procedures approved by the Board of Trustees.
21
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
b. Repurchase agreements
Securities pledged as collateral for repurchase agreements are held by the custodian bank or in a segregated account in the Fund’s name until the agreements mature. Collateral for certain tri-party repurchase
agreements is held at the counterparty’s custodian in a segregated account for the benefit of the Fund and the counterparty. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and
principal. However, in the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. The Fund will enter into repurchase agreements with banks and other financial
institutions, which are deemed by the investment advisor to be creditworthy pursuant to guidelines established by the Board of Trustees. In certain instances, the Fund’s securities lending agent may provide collateral in the form of repurchase
agreements.
c. Reverse repurchase agreements
To obtain short-term financing, the Fund may enter into reverse repurchase agreements with banks and other financial institutions, which are deemed by the investment advisor to be creditworthy. At the time the Fund enters
into a reverse repurchase agreement, it will establish a segregated account with the custodian containing qualified assets having a value not less than the repurchase price, including accrued interest. If the counterparty to the transaction is
rendered insolvent, the Fund may be delayed or limited in the repurchase of the collateral securities.
d. Foreign currency translation
All assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies
are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for that portion of the results of operations resulting from changes in foreign exchange rates on investments and the
fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.
e. When-issued and delayed delivery transactions
The Fund records when-issued or delayed delivery securities as of trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities
purchased on a when-issued or delayed delivery basis are marked-to-market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform
under the contract.
f. Loans
The Fund may purchase loans through an agent, by assignment from another holder of the loan or as a participation interest in another holder’s portion of the loan. Loans are purchased on a when-issued or delayed
delivery basis. Interest income is accrued based on the terms of the securities. Fees earned on loan purchasing activities are recorded as income when earned. Loans involve interest rate risk, liquidity risk and credit risk, including the potential
default or insolvency of the borrower.
22
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
g. Securities lending
The Fund may lend its securities to certain qualified brokers in order to earn additional income. The Fund receives compensation in the form of fees or interest earned on the investment of any cash collateral received. The
Fund also continues to receive interest and dividends on the securities loaned. The Fund receives collateral in the form of cash or securities with a market value at least equal to the market value of the securities on loan, including accrued
interest. In the event of default or bankruptcy by the borrower, the Fund could experience delays and costs in recovering the loaned securities or in gaining access to the collateral. The Fund has the right under the lending agreement to recover the
securities from the borrower on demand.
h. Interest rate swaps
The Fund may enter into interest rate swap contracts to manage the Fund’s exposure to interest rates. Interest rate swaps involve the exchange between the Fund and another party of their commitments to pay or receive
interest based on a notional principal amount.
The value of the swap contract is marked-to-market daily based upon quotations from market makers and any change in value is recorded as an unrealized gain or loss. Payments made or received are recorded as realized gains or losses. The Fund could be exposed to risks if the coun-terparty defaults on its obligation to perform or if there are unfavorable changes in the fluctuation of interest rates.
i. Credit default swaps
The Fund may enter into credit default swap contracts. Credit default swaps involve an exchange of a stream of payments for protection against the loss in value of an underlying security or index in the event of default or
bankruptcy. Under the terms of the swap, one party acts as a guarantor and receives a periodic stream of payments that is a fixed percentage applied to a notional principal amount over the term of the swap. In return, the counterparty agrees to
purchase the notional amount of the underlying instrument or index, at par, if a credit event occurs during the term of the swap. The Fund may enter into credit default swaps as either the guarantor or the counterparty.
Any premiums paid or received on the transactions are recorded as an asset or liability on the Statement of Assets and Liabilities and amortized. The value of the swap contract is marked-to-market daily based on quotations from an independent pricing service or market makers and any change in value is recorded as an unrealized gain or loss. Periodic payments made or received are recorded as realized gains or losses. In addition, payments received or made as a result of a credit event or termination of the contract are recognized as realized gains or losses. The Fund could be exposed to risks if the counterparty defaults on its obligation to perform, or if there are unfavorable changes in the fluctuation of interest rates or in the price of the underlying security or index.
j. Security transactions and investment income
Security transactions are recorded on trade date. Realized gains and losses are computed using the specific cost of the security sold. Interest income is recorded on the accrual basis and includes accretion of discounts and
amortization of premiums. Dividend income is recorded on the
23
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
ex-dividend date or in the case of some foreign securities, on the date when the Fund is made aware of the dividend. Foreign income and capital gains realized on some securities may be subject to foreign taxes, which are accrued as applicable.
k. Federal taxes
The Fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income, including any net capital gains (which have already been offset by available capital loss carryovers).
Accordingly, no provision for federal taxes is required.
l. Distributions
Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ
from generally accepted accounting principles.
3. ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Evergreen Investment Management Company, LLC (“EIMC”), an indirect, wholly-owned subsidiary of Wachovia Corporation (“Wachovia”), is the investment advisor to the Fund and is paid an annual fee of
0.60% of the Fund’s average daily total assets. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets. For the six months ended February
29, 2008, the advisory fee was equivalent to 0.86% of the Fund’s average daily net assets applicable to common shareholders (on an annualized basis).
Tattersall Advisory Group, Inc., an indirect, wholly-owned subsidiary of Wachovia, is an investment sub-advisor to the Fund and is paid by EIMC for its services to the Fund.
Crow Point Partners, LLC is also an investment sub-advisor to the Fund and is paid by EIMC for its services to the Fund.
The Fund may invest in money market funds which are advised by EIMC. Income earned on these investments is included in income from affiliate on the Statement of Operations.
Effective January 1, 2008, EIMC replaced Evergreen Investment Services, Inc. (“EIS”), an indirect, wholly-owned subsidiary of Wachovia, as the administrator to the Fund upon the assignment of the Fund’s Administrative Services Agreement from EIS to EIMC. There were no changes to the services being provided or fees being paid by the Fund. The administrator provides the Fund with facilities, equipment and personnel and is paid an administrative fee of 0.05% of the Fund’s average daily total assets. For the six months ended February 29, 2008, the administrative fee was equivalent to 0.07% of the Fund’s average daily net assets applicable to common shareholders (on an annualized basis).
Wachovia Bank NA, through its securities lending division of Wachovia Global Securities Lending, acts as the securities lending agent for the Fund.
24
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
The Fund has placed a portion of its portfolio transactions with brokerage firms that are affiliates of Wachovia. During the six months ended February 29, 2008, the Fund paid brokerage commissions of $6,048 to Wachovia Securities, LLC.
4. CAPITAL SHARE TRANSACTIONS
The Fund has authorized an unlimited number of common shares with no par value. For the six months ended February 29, 2008 and the year ended August 31, 2007, the Fund issued 161,464 and 232,309 common shares,
respectively.
The Fund has issued 3,200 shares of Auction Preferred Shares (“Preferred Shares”) with a liquidation value of $25,000 plus accumulated but unpaid dividends (whether or not earned or declared). Dividends on Preferred Shares are cumulative at a rate which is reset based on the result of an auction. During the six months ended February 29, 2008, the Preferred Shares experienced failed auctions and the Fund paid dividends to the holders of Preferred Shares based on the maximum rate allowed under the governing documents for the Preferred Shares. The annualized dividend rate of 5.54% for the six months ended February 29, 2008 includes the maximum rate for the dates on which the auctions failed. The Fund will not declare, pay or set apart for payment any dividend to its common shareholders unless the Fund has declared and paid or contemporaneously declares and pays full cumulative dividends on Preferred Shares through its most recent dividend payment date.
The Preferred Shares are redeemable, in whole or in part, at the option of the Fund on any dividend payment date at $25,000 per share plus any accumulated or unpaid dividends (whether or not earned or declared). The Preferred Shares are also subject to mandatory redemption at $25,000 per share plus any accumulated or unpaid dividends (whether or not earned or declared) if the asset coverage with respect to the outstanding Preferred Shares fell below 200%.
The holders of Preferred Shares have voting rights equal to the holders of the Fund’s common shares and will vote together with holders of common shares as a single class. Holders of Preferred Shares, voting separately as a single class, have the right to elect at least two Trustees at all times. The remaining Trustees will be elected by holders of common shares and Preferred Shares, voting together as a single class.
5. INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of investment securities (excluding short-term securities) were $193,860,249 and $187,124,131, respectively, for the six months ended February 29, 2008.
As of February 29, 2008, the Fund had unfunded loan commitments of $1,144,909.
During the six months ended February 29, 2008, the Fund entered into reverse repurchase agreements that had an average daily balance outstanding of $3,342,380 (on an annualized basis) with an average interest rate of 5.93% and paid interest of $198,203, representing 0.20% of the Fund’s average daily net assets applicable to common shareholders (on an annualized basis). The
25
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
maximum amount outstanding under reverse repurchase agreements during the six months ended February 29, 2008 was $6,642,712 (including accrued interest). At February 29, 2008, reverse repurchase agreements outstanding were as follows:
Repurchase | Maturity | |||||
Amount | Counterparty | Interest Rate | Date | |||
|
||||||
$6,642,712 | Lehman Brothers | 4.94% | 04/09/2008 | |||
|
During the six months ended February 29, 2008, the Fund loaned securities to certain brokers. At February 29, 2008, the value of securities on loan and the total value of collateral received for securities loaned amounted to $26,294,659 and $27,794,915, respectively.
At February 29, 2008, the Fund had the following credit default swap contracts outstanding:
Fixed Payments | Frequency | |||||||||||
Reference Debt | Notional | Made by | of Payments | Unrealized | ||||||||
Expiration | Counterparty | Obligation | Amount | the Fund | Made | Gain | ||||||
|
||||||||||||
03/20/2013 | UBS AG | Pulte Homes, Inc., | $95,000 | 3.65% | Quarterly | $1,082 | ||||||
4.875%, | ||||||||||||
07/15/2009 | ||||||||||||
|
||||||||||||
Fixed Payments | Frequency | |||||||||||
Reference Debt | Notional | Received by | of Payments | Unrealized | ||||||||
Expiration | Counterparty | Obligation/Index | Amount | the Fund | Received | Loss | ||||||
|
||||||||||||
03/20/2013 | UBS AG | Centex Corp., | $95,000 | 4.80% | Quarterly | $1,698 | ||||||
4.55%, | ||||||||||||
11/01/2010 | ||||||||||||
12/13/2049 | Goldman | CMBX North | 400,000 | 1.47% | Quarterly | 12,657 | ||||||
Sachs | America Index | |||||||||||
|
On February 29, 2008, the aggregate cost of securities for federal income tax purposes was $287,689,032. The gross unrealized appreciation and depreciation on securities based on tax cost was $25,753,357 and $6,942,971, respectively, with a net unrealized appreciation of $18,810,386.
6. EXPENSE REDUCTIONS
Through expense offset arrangements with the Fund’s custodian, a portion of fund expenses has been reduced.
7. DEFERRED TRUSTEES’ FEES
Each Trustee of the Fund may defer any or all compensation related to performance of his or her duties as a Trustee. The Trustees’ deferred balances are allocated to deferral accounts, which are included in the
accrued expenses for the Fund. The investment performance of the deferral accounts is based on the investment performance of certain Evergreen funds. Any gains earned or losses incurred in the deferral accounts are reported in the Fund’s
Trustees’ fees and expenses. At the election of the Trustees, the deferral account will be paid either in one lump sum or in quarterly installments for up to ten years.
26
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
8. CONCENTRATION OF RISK
The Fund may invest a substantial portion of its assets in an industry and, therefore, may be more affected by changes in that industry than would be a comparable mutual fund that is not heavily weighted in any
industry.
9. REGULATORY MATTERS AND LEGAL PROCEEDINGS
Pursuant to an administrative order issued by the SEC on September 19, 2007, EIMC, EIS, Evergreen Service Company, LLC (collectively, the “Evergreen Entities”), Wachovia Securities, LLC and the SEC have entered
into an agreement settling allegations of (i) improper short-term trading arrangements in effect prior to May 2003 involving former officers and employees of EIMC and certain broker-dealers, (ii) insufficient systems for monitoring exchanges and
enforcing exchange limitations as stated in certain funds’ prospectuses, and (iii) inadequate e-mail retention practices. Under the settlement, the Evergreen Entities were censured and have paid approximately $32 million in disgorgement
and penalties. This amount, along with a fine assessed by the SEC against Wachovia Securities, LLC will be distributed pursuant to a plan to be developed by an independent distribution consultant and approved by the SEC. The Evergreen Entities
neither admitted nor denied the allegations and findings set forth in its settlement with the SEC.
In addition, the Evergreen funds and EIMC and certain of its affiliates are involved in various legal actions, including private litigation and class action lawsuits. EIMC does not expect that any of such legal actions currently pending or threatened will have a material adverse impact on the financial position or operations of any of the Evergreen funds or on EIMC’s ability to provide services to the Evergreen funds.
Although EIMC believes that none of the matters discussed above will have a material adverse impact on the Evergreen funds, there can be no assurance that these matters and any publicity surrounding or resulting from them will not result in reduced sales or increased redemptions of Evergreen fund shares, which could increase Evergreen fund transaction costs or operating expenses, or that they will not have other adverse consequences on the Evergreen funds.
10. NEW ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB
statement 109
(“FIN 48”). FIN 48 supplements FASB 109 by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. The Fund’s financial statements have not been impacted by the adoption of FIN 48. However, the conclusions regarding FIN 48 may be subject to review and adjustment at a later date based on factors including, but not limited to,
further implementation guidance expected from FASB, and on-going analysis of tax laws, regulations, and interpretations thereof.
27
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes a single authoritative definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 applies to fair value measurements already required or permitted by existing standards. The change to current generally accepted accounting principles from the application of FAS 157 relates to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. Management of the Fund does not believe the adoption of FAS 157 will materially impact the financial statement amounts, however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets for the period. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.
In March 2008, FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why a fund uses derivative instruments, (b) how derivative instruments and hedging activities are accounted for, and (c) how derivative instruments and related hedging activities affect a fund’s financial position, financial performance, and cash flows. Management of the Fund does not believe the adoption of FAS 161 will materially impact the financial statement amounts, but will require additional disclosures. This will include qualitative and quantitative disclosures on derivative positions existing at period end and the effect of using derivatives during the reporting period. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.
11. SUBSEQUENT DISTRIBUTIONS
The Fund declared the following distributions to common shareholders:
Net | ||||||
Declaration | Record | Payable | Investment | |||
Date | Date | Date | Income | |||
|
||||||
January 18, 2008 | February 13, 2008 | March 3, 2008 | $ 0.23 | |||
February 15, 2008 | March 17, 2008 | April 1, 2008 | $ 0.23 | |||
March 13, 2008 | April 15, 2008 | May 1, 2008 | $ 0.23 | |||
|
These distributions are not reflected in the accompanying financial statements.
28
AUTOMATIC DIVIDEND REINVESTMENT PLAN (unaudited)
All common shareholders are eligible to participate in the Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions are automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to as “dividends”) payable either in shares or in cash, nonparticipants in the Plan will receive cash, and participants in the Plan will receive the equivalent in shares of common shares. The shares are acquired by the Plan Agent for the participant’s account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued common shares”) or (ii) by purchase of outstanding common shares on the open market (open-market purchases) on the American Stock Exchange or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (“market premium”), the Plan Agent will invest the amount of such dividend or distribution in newly issued shares on behalf of the participant. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value or market premium (“market discount”), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 43010, Providence, Rhode Island 02940-3010 or by calling 1-800-730-6001.
29
ADDITIONAL INFORMATION (unaudited)
MEETING OF SHAREHOLDERS
On December 14, 2007, a Meeting of Shareholders for the Fund was held to consider a proposal. On October 12, 2007, the record date for the meeting, the Fund had $219,896,357 of net assets outstanding of which
$209,823,075 (95.42%) of net assets were represented at the meeting.
Proposal — Election of Trustees:
Net Assets Voted | Net Assets voted | |||
“For” | “Abstain” | |||
|
||||
K. Dun Gifford | $ 206,592,772 | $ 3,230,303 | ||
Dr. Leroy Keith, Jr. | 206,509,092 | 3,313,983 | ||
Patricia B. Norris | 206,590,552 | 3,232,523 | ||
Michael S. Scofield | 206,629,593 | 3,193,482 | ||
|
30
ADDITIONAL INFORMATION (unaudited) continued
INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT
Each year, the Fund’s Board of Trustees is required to consider whether to continue in place the Fund’s investment advisory agreements. In September 2007, the Trustees, including a majority of the Trustees who are not interested persons (as that term is defined in the 1940 Act) of the Fund, of Tattersall Advisory Group, Inc. (“TAG”), of Crow Point Partners, LLC (“Crow Point”, and, together with TAG, the “Sub-Advisors”) or of EIMC, approved the continuation of the Fund’s investment advisory agreements. (References below to the “Fund” are to Evergreen Utilities and High Income Fund; references to the “funds” are to the Evergreen funds generally.)
At the same time, the Trustees considered the continuation of the investment advisory agreements for all of the funds, and the description below refers in many cases to the Trustees’ process and conclusions in connection with their consideration of this matter for all of the funds. (See “Certain Fund-Specific Considerations” below for a discussion regarding certain factors considered by the Trustees relating specifically to the Fund.) In all of its deliberations, the Board of Trustees and the disinterested Trustees were advised by independent counsel to the disinterested Trustees and counsel to the funds.
The review process. The 1940 Act requires that the Board of Trustees request and evaluate, and that EIMC and any sub-advisors furnish, such information as may reasonably be necessary to evaluate the terms of a fund’s advisory agreements. The review process began at the time of the last advisory contract-renewal process in September 2006. In the course of that process, the Trustees identified a number of funds that had experienced either short-term or longer-term performance issues. During the following months, the Trustees reviewed information relating to any changes in the performance of those funds and/or any changes in the investment process or the investment teams responsible for the management of the funds. In addition, during the course of the year, the Trustees reviewed information regarding the investment performance of all of the funds and identified additional funds that they believed warranted further attention based on performance since September 2006.
In spring 2007, a committee of the Board of Trustees (the “Committee”), working with EIMC management, determined generally the types of information the Board would review and set a timeline detailing the information required and the dates for its delivery to the Trustees. The independent data provider Keil Fiduciary Strategies LLC (“Keil”) was engaged to provide fund-specific and industry-wide data to the Board containing information of a nature and in a format generally prescribed by the Committee, and the Committee worked with Keil and EIMC to develop appropriate groups of peer funds for each fund. The Committee also identified a number of expense, performance, and other issues and requested specific information as to those issues.
The Trustees reviewed, with the assistance of an independent industry consultant retained by the disinterested Trustees, the information provided by EIMC and the Sub-Advisors in response to the Committee’s requests and the information provided by Keil. The Trustees formed small committees to review individual funds in greater detail. In addition, the Trustees requested information regarding, among other things, brokerage practices of the funds, the use of derivatives by
31
ADDITIONAL INFORMATION (unaudited) continued
the funds, strategic planning for the funds, analyst and research support available to the portfolio management teams, and information regarding the various fall-out benefits received directly and indirectly by EIMC and its affiliates from the funds. The Trustees requested and received additional information following that review.
The Committee met several times by telephone to consider the information provided by EIMC. The Committee met with representatives of EIMC in early September. At a meeting of the full Board of Trustees later in September, the Committee reported the results of its discussions with EIMC, and the full Board met with representatives of EIMC, engaged in further review of the materials provided to them, and approved the continuation of each of the advisory and sub-advisory agreements.
The disinterested Trustees discussed the continuation of the funds’ advisory agreements with representatives of EIMC and in multiple private sessions with legal counsel at which no personnel of EIMC were present. In considering the continuation of the agreements, the Trustees did not identify any particular information or consideration that was all-important or controlling, and each Trustee attributed different weights to various factors. The Trustees evaluated information provided to them both in terms of the Evergreen mutual funds generally and with respect to each fund, including the Fund, specifically as they considered appropriate; although the Trustees considered the continuation of the agreements as part of the larger process of considering the continuation of the advisory contracts for all of the funds, their determination to continue the advisory agreements for each of the funds was ultimately made on a fund-by-fund basis.
This summary describes a number of the most important, but not necessarily all, of the factors considered by the Board and the disinterested Trustees.
Information reviewed. The Board of Trustees and committees of the Board of Trustees meet periodically during the course of the year. At those meetings, the Board receives a wide variety of information regarding the services performed by EIMC, the investment performance of the funds, and other aspects of the business and operations of the funds. At those meetings, and in the process of considering the continuation of the agreements, the Trustees considered information regarding, for example, the funds’ investment results; the portfolio management teams for the funds and the experience of the members of those teams, and any recent changes in the membership of the teams; portfolio trading practices; compliance by the funds, EIMC, and the Sub-Advisors with applicable laws and regulations and with the funds’ and EIMC’s compliance policies and procedures; risk evaluation and oversight procedures at EIMC; services provided by affiliates of EIMC to the funds and shareholders of the funds; and other information relating to the nature, extent, and quality of services provided by EIMC and the Sub-Advisors. The Trustees considered a number of changes in portfolio management personnel at EIMC and its advisory affiliates in the year since September 2006, and recent changes in compliance personnel at EIMC, including the appointment of a new Chief Compliance Officer for the funds.
The Trustees considered the rates at which the funds pay investment advisory fees, and the efforts generally by EIMC and its affiliates as sponsors of the funds. The data provided by Keil showed
32
ADDITIONAL INFORMATION (unaudited) continued
the management fees paid by each fund in comparison to the management fees of other peer mutual funds, in addition to data regarding the investment performance of the funds in comparison to other peer mutual funds. The Trustees were assisted by the independent industry consultant in reviewing the information presented to them.
The Trustees also considered that EIS, an affiliate of EIMC, serves as administrator to the funds and receives a fee for its services as administrator. In their comparison of the advisory fee paid by the funds with those paid by other mutual funds, the Trustees took into account administrative fees paid by the funds and those other mutual funds. The Board considered that EIS serves as distributor to the funds generally and receives fees from the funds for those services. They considered other so-called “fall-out” benefits to EIMC and its affiliates due to their other relationships with the funds, including, for example, soft-dollar services received by EIMC attributable to transactions entered into by EIMC for the benefit of the funds and brokerage commissions received by Wachovia Securities, LLC, an affiliate of EIMC, from transactions effected by it for the funds. The Trustees also noted that an affiliate of EIMC receives compensation for serving as a securities lending agent for the funds.
Nature and quality of the services provided. The Trustees considered that EIMC and its affiliates generally provide a comprehensive investment management service to the funds. They noted that EIMC and the Sub-Advisors formulate and implement an investment program for the Fund. They noted that EIMC makes its personnel available to serve as officers of the funds, and concluded that the reporting and management functions provided by EIMC with respect to the funds were generally satisfactory. The Trustees considered the investment philosophy of the Fund’s portfolio management team, and considered the in-house research capabilities of EIMC and its affiliates, as well as other resources available to EIMC, including research services available to it from third parties. The Board considered the managerial and financial resources available to EIMC and its affiliates, and the commitment that the Wachovia organization has made to the funds generally. On the basis of these factors, they determined that the nature and scope of the services provided by EIMC and the Sub-Advisors were consistent with their respective duties under the investment advisory agreements and appropriate and consistent with the investment programs and best interests of the funds.
The Trustees noted the resources EIMC and its affiliates have committed to the regulatory, compliance, accounting, tax and oversight of tax reporting, and shareholder servicing functions, and the number and quality of staff committed to those functions, which they concluded were appropriate and generally in line with EIMC’s responsibilities to the Fund and to the funds generally. The Board and the disinterested Trustees concluded, within the context of their overall conclusions regarding the funds’ advisory agreements, that they were generally satisfied with the nature, extent, and quality of the services provided by the Sub-Advisors and EIMC, including services provided by EIS under its administrative services agreements with the funds.
Investment performance. The Trustees considered the investment performance of each fund, both by comparison to other comparable mutual funds and to broad market indices. The Trustees emphasized that the continuation of the investment advisory agreements for a fund should not
33
ADDITIONAL INFORMATION (unaudited) continued
be taken as any indication that the Trustees did not believe investment performance for any specific fund might not be improved, and they noted that they would continue to monitor closely the investment performance of the funds going forward.
Advisory and administrative fees. The Trustees recognized that EIMC does not seek to provide the lowest cost investment advisory service, but to provide a high quality, full-service investment management product at a reasonable price. They also noted that EIMC has in many cases sought to set its investment advisory fees at levels consistent with industry norms. The Trustees noted that, in certain cases, a fund’s management fees were higher than many or most other mutual funds in the same Keil peer group. However, in each case, the Trustees determined on the basis of the information presented that the level of management fees was not excessive.
Certain Fund-specific considerations. The Trustees noted that one of the Fund’s portfolio managers, Mr. Timothy O’Brien, who left EIMC to form Crow Point, formerly acted as the Fund’s portfolio manager in his capacity as an employee of EIMC. The Trustees considered the Fund’s performance since the appointment of Crow Point as sub-advisor to the Fund and for the period when Mr. O’Brien managed the Fund in his capacity as an employee of EIMC. The Trustees also noted that, for the one-year period ended December 31, 2006, the Fund had outperformed a 70%/30% blend of the S&P Utilities Index and the Merrill Lynch High Yield Master Index and a majority of the mutual funds against which the Trustees compared the Fund’s performance. The Trustees also noted that the Fund’s management fee was lower than the management fees paid by the limited number of mutual funds against which the Trustees compared the Fund’s management fee and that the level of profitability realized by EIMC in respect of the fee did not appear excessive.
Economies of scale. The Trustees considered that, in light of the fact that the Fund is not making a continuous offering of its shares, the likelihood of substantial increases in economies of scale was relatively low, although they determined to continue to monitor the Fund’s expense ratio and the profitability of the investment advisory agreements to EIMC in the future for reasonableness in light of future growth of the Fund.
Profitability. The Trustees considered information provided to them regarding the profitability to the EIMC organization of the investment advisory, administration, and transfer agency (with respect to the open-end funds only) fees paid to EIMC and its affiliates by each of the funds. They considered that the information provided to them was necessarily estimated, and that the profitability information provided to them, especially on a fund-by-fund basis, did not necessarily provide a definitive tool for evaluating the appropriateness of each fund’s advisory fee. They noted that the levels of profitability of the funds to EIMC varied widely, depending on among other things the size and type of fund. They considered the profitability of the funds in light of such factors as, for example, the information they had received regarding the relation of the fees paid by the funds to those paid by other mutual funds, the investment performance of the funds, and the amount of revenues involved. In light of these factors, the Trustees concluded that the profitability of any of the funds, individually or in the aggregate, should not prevent the Trustees from approving the continuation of the agreements.
34
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35
TRUSTEES AND OFFICERS | ||
|
||
TRUSTEES1 | ||
Charles A. Austin III | Investment Counselor, Anchor Capital Advisors, LLC. (investment advice); Director, The Andover | |
Trustee | Companies (insurance); Trustee, Arthritis Foundation of New England; Former Director, The | |
DOB: 10/23/1934 | Francis Ouimet Society (scholarship program); Former Director, Executive Vice President and | |
Term of office since: 1991 | Treasurer, State Street Research & Management Company (investment advice) | |
Other directorships: None | ||
|
||
K. Dun Gifford | Chairman and President, Oldways Preservation and Exchange Trust (education); Trustee, | |
Trustee | Chairman of the Finance Committee, Member of the Executive Committee, and Former | |
DOB: 10/23/1938 | Treasurer, Cambridge College | |
Term of office since: 1974 | ||
Other directorships: None | ||
|
||
Dr. Leroy Keith, Jr. | Managing Director, Almanac Capital Management (commodities firm); Trustee, Phoenix | |
Trustee | Fund Complex; Director, Diversapack Co. (packaging company); Former Partner, Stonington | |
DOB: 2/14/1939 | Partners, Inc. (private equity fund); Former Director, Obagi Medical Products Co.; Former | |
Term of office since: 1983 | Director, Lincoln Educational Services | |
Other directorships: Trustee, | ||
Phoenix Fund Complex (consisting | ||
of 53 portfolios as of 12/31/2007) | ||
|
||
Carol A. Kosel1 | Former Consultant to the Evergreen Boards of Trustees; Former Vice President and Senior Vice | |
Trustee | President, Evergreen Investments, Inc.; Former Treasurer, Evergreen Funds; Former Treasurer, | |
DOB: 12/25/1963 | Vestaur Securities Fund | |
Term of office since: 2008 | ||
Other directorships: None | ||
|
||
Gerald M. McDonnell | Former Manager of Commercial Operations, CMC Steel (steel producer) | |
Trustee | ||
DOB: 7/14/1939 | ||
Term of office since: 1988 | ||
Other directorships: None | ||
|
||
Patricia B. Norris | President and Director of Buckleys of Kezar Lake, Inc. (real estate company); Former President | |
Trustee | and Director of Phillips Pond Homes Association (home community); Former Partner, | |
DOB: 4/9/1948 | PricewaterhouseCoopers, LLP (independent registered public accounting firm) | |
Term of office since: 2006 | ||
Other directorships: None | ||
|
||
William Walt Pettit | Partner and Vice President, Kellam & Pettit, P.A. (law firm); Director, Superior Packaging Corp. | |
Trustee | (packaging company); Member, Superior Land, LLC (real estate holding company), Member, | |
DOB: 8/26/1955 | K&P Development, LLC (real estate development); Former Director, National Kidney Foundation | |
Term of office since: 1988 | of North Carolina, Inc. (non-profit organization) | |
Other directorships: None | ||
|
||
David M. Richardson | President, Richardson, Runden LLC (executive recruitment advisory services); Director, J&M | |
Trustee | Cumming Paper Co. (paper merchandising); Trustee, NDI Technologies, LLP (communications); | |
DOB: 9/19/1941 | Former Consultant, AESC (The Association of Executive Search Consultants) | |
Term of office since: 1982 | ||
Other directorships: None | ||
|
||
Dr. Russell A. Salton III | President/CEO, AccessOne MedCard, Inc. | |
Trustee | ||
DOB: 6/2/1947 | ||
Term of office since: 1984 | ||
Other directorships: None | ||
|
TRUSTEES AND OFFICERS continued | ||
|
||
Michael S. Scofield | Retired Attorney, Law Offices of Michael S. Scofield; Former Director and Chairman, Branded | |
Trustee | Media Corporation (multi-media branding company) | |
DOB: 2/20/1943 | ||
Term of office since: 1984 | ||
Other directorships: None | ||
|
||
Richard J. Shima | Independent Consultant; Director, Hartford Hospital; Trustee, Greater Hartford YMCA; Former | |
Trustee | Director, Trust Company of CT; Former Director, Old State House Association; Former Trustee, | |
DOB: 8/11/1939 | Saint Joseph College (CT) | |
Term of office since: 1993 | ||
Other directorships: None | ||
|
||
Richard K. Wagoner, CFA2 | Member and Former President, North Carolina Securities Traders Association; Member, Financial | |
Trustee | Analysts Society | |
DOB: 12/12/1937 | ||
Term of office since: 1999 | ||
Other directorships: None | ||
|
||
OFFICERS | ||
Dennis H. Ferro3 | Principal occupations: President and Chief Executive Officer, Evergreen Investment Company, | |
President | Inc. and Executive Vice President, Wachovia Bank, N.A.; former Chief Investment Officer, | |
DOB: 6/20/1945 | Evergreen Investment Company, Inc. | |
Term of office since: 2003 | ||
|
||
Kasey Phillips4 | Principal occupations: Senior Vice President, Evergreen Investment Management Company, LLC; | |
Treasurer | Former Vice President, Evergreen Investment Services, Inc.; Former Assistant Vice President, | |
DOB: 12/12/1970 | Evergreen Investment Services, Inc. | |
Term of office since: 2005 | ||
|
||
Michael H. Koonce4 | Principal occupations: Senior Vice President and General Counsel, Evergreen Investment | |
Secretary | Services, Inc.; Secretary, Senior Vice President and General Counsel, Evergreen Investment | |
DOB: 4/20/1960 | Management Company, LLC and Evergreen Service Company, LLC; Senior Vice President and | |
Term of office since: 2000 | Assistant General Counsel, Wachovia Corporation | |
|
||
Robert Guerin4 | Principal occupations: Chief Compliance Officer, Evergreen Funds and Senior Vice President of | |
Chief Compliance Officer | Evergreen Investments Co, Inc; Former Managing Director and Senior Compliance Officer, | |
DOB: 9/20/1965 | Babson Capital Management LLC; Former Principal and Director, Compliance and Risk | |
Term of office since: 2007 | Management, State Street Global Advisors; Former Vice President and Manager, Sales Practice | |
Compliance, Deutsche Asset Management. | ||
|
1 The Board of Trustees is classified into three classes of which one class is elected annually. Each Trustee, except Mses. Kosel and Norris, serves a three-year term concurrent with the class from which the Trustee is elected. Each Trustee, except Ms. Kosel, oversaw 93 Evergreen funds as of December 31, 2007. Ms. Kosel became a Trustee on January 1, 2008. Correspondence for each Trustee may be sent to Evergreen Board of Trustees, P.O. Box 20083, Charlotte, NC 28202.
2 Mr. Wagoner is an “interested person” of the Fund because of his ownership of shares in Wachovia Corporation, the parent to the Fund’s investment advisor.
3 The address of the Officer is 401 S. Tryon Street, 20th Floor, Charlotte, NC 28288.
4 The address of the Officer is 200 Berkeley Street, Boston, MA 02116.
37
571535 rv3 4/2008
Item 2 - Code of Ethics
Not required for this semi-annual filing.
Item 3 - Audit Committee Financial Expert
Not required for this semi-annual filing.
Items 4 Principal Accountant Fees and Services
Not required for this semi-annual filing.
Items 5 Audit Committee of Listed Registrants
Not applicable.
Item 6 Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7 Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8 Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10 Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrants board of trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item.
Item 11 - Controls and Procedures
(a) The Registrant's principal executive officer and principal financial officer have evaluated the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) within 90 days of this filing and have concluded that the Registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) There has been no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonable likely to affect, the Registrants internal control over financial reporting .
Item 12 - Exhibits
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
(b)(1) Separate certifications for the Registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX99.CERT.
(b)(2) Separate certifications for the Registrant's principal executive officer and principal financial officer, as required by Section 1350 of Title 18 of United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached as EX99.906CERT. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Evergreen Utilities and High Income Fund
By: _______________________
Dennis H. Ferro,
Principal Executive Officer
Date: April 28, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: _______________________
Dennis H. Ferro,
Principal Executive Officer
Date: April 28, 2008
By: ________________________
Kasey Phillips
Principal Financial Officer
Date: April 28, 2008