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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number  811-22005
___________________________________

Evergreen Global Dividend Opportunity 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:  October 31

Date of reporting period: October 31, 2008


Item 1 - Reports to Stockholders.




Evergreen Global Dividend Opportunity Fund

 


 

 


 

 

table of contents

 

 

 

1

 

LETTER TO SHAREHOLDERS

4

 

FINANCIAL HIGHLIGHTS

5

 

SCHEDULE OF INVESTMENTS

11

 

STATEMENT OF ASSETS AND LIABILITIES

12

 

STATEMENT OF OPERATIONS

13

 

STATEMENTS OF CHANGES IN NET ASSETS

14

 

NOTES TO FINANCIAL STATEMENTS

23

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

24

 

AUTOMATIC DIVIDEND REINVESTMENT PLAN

25

 

ADDITIONAL INFORMATION

32

 

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.

The fund has filed with the New York Stock Exchange (“NYSE”) its chief executive officer certification regarding compliance with the NYSE’s listing standards and has filed with the SEC the certification of its chief executive officer and chief financial officer required by section 302 of the Sarbanes-Oxley Act.

Mutual Funds:

NOT FDIC INSURED MAY LOSE VALUE NOT BANK GUARANTEED

Evergreen InvestmentsSM is a service mark of Evergreen Investment Management Company, LLC. Copyright 2008, Evergreen Investment Management Company, LLC.

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

December 2008

 


Dennis H. Ferro

President and Chief Executive Officer

Dear Shareholder:

We are pleased to provide the Annual Report for Evergreen Global Dividend Opportunity Fund for the twelve-month period ended October 31, 2008 (the “period”).

Investors encountered an extraordinary environment as the fiscal year came to a close. After several months of poor performance by stocks and corporate bonds during the summer months, their valuations plummeted sharply during September and October 2008, the final two months of the period. Faced with mounting reports of slowing economic activity, investors grew increasingly fearful that the global economy had entered a recession. In October 2008 alone, the U.S. equity market experienced its worst one-month loss in more than 20 years, with most major stock market indexes declining by double-digit figures. Domestic high yield, corporate bond benchmarks also recorded double-digit losses for the month. In contrast, U.S. Treasury securities tended to hold up relatively well as investors sought out the very highest-quality and most liquid of assets. In the final month of the period, only short-term U.S. Treasuries performed well when safety-conscious investors appeared willing to accept yields that sometimes fell below 1%. Virtually every other asset class suffered in the flight to quality that spread to capital markets beyond the United States. Foreign equity benchmarks declined amid growing fears that economic weakening in the United States would prove contagious. In world bond markets, sovereign government securities of industrialized nations performed relatively well, but the values of emerging market debt and foreign high yield corporate bonds were pulled down. Even the prices of oil and natural gas began to retreat on world markets after climbing to unprecedented heights in the summer of 2008.

Despite aggressive interventions by the governments and central banks of major industrialized nations, economic news grew steadily worse during the period. After months of deterioration, the U.S. economy contracted in the third quarter of 2008. The Commerce Department reported that the nation’s real Gross Domestic Product fell by 0.3% from July 2008 through September 2008, with consumer spending recording its greatest drop in three decades. The announcement appeared to validate expectations that the economy had entered into a recession and it reinforced fears that the slowdown could persist at least through the first quarter of 2009. The news was hardly unexpected, as it followed the steady accumulation of reports documenting rapidly rising unemployment, declining housing values, weakening corporate earnings, falling

 

 

1

 


LETTER TO SHAREHOLDERS continued

manufacturing activity and slowing consumer spending. Several prominent American and European financial institutions either failed or were rescued from possible collapse with the active assistance of central governments. In the United States, the Federal Reserve Board (the “Fed”), the Treasury Department, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission took a series of dramatic and innovative steps to help the economy and the financial markets emerge from this crisis. In October, 2008 Congress rushed through a $700 billion rescue plan designed to purchase distressed mortgage and asset-backed securities while addressing the capital inadequacy of banks. In a further effort to re-stimulate lending activity, the Fed in October 2008 slashed the key fed funds rate twice, bringing the influential bank overnight lending rate to just 1.00%. The news of a weakening economy continued unabated after the period ended. Even as investors pondered the effects both of the victory of Senator Barack Obama in the U.S. presidential election and of the gains by fellow Democrats in Congress, new attention focused on the deteriorating conditions in the domestic automotive industry. Debate started on whether automakers, in addition to financial institutions, should receive a federal rescue package. Overseas, signs of economic slowing grew in even the fastest-growing economies. In China, the central government announced a major fiscal program to stimulate growth. Meanwhile, major central banks in industrialized nations throughout the world cut short-term rates to inject liquidity into the financial markets.

During a volatile and challenging period in the capital markets, the investment managers of Evergreen Global Dividend Opportunity Fund pursued a strategy seeking a high level of income as a primary objective, with a secondary objective of long-term capital growth. This closed-end fund sought investments in the stocks of domestic and foreign companies with either above-average dividend yields or the potential to increase their dividends. To add to the fund’s potential income, the fund also wrote call options on U.S. and foreign securities indexes.

As we look back over the extraordinary series of events during the period, we believe it is vitally important for all investors to keep perspective and remain focused on their long-term strategies. Most importantly, we continue to urge investors to pursue fully diversified strategies to participate in future market gains and limit the risks of potential losses. If they haven’t already done so, we encourage individual investors to work with their financial advisors to develop a diversified, long-term strategy and, most importantly, to adhere to it. Investors should keep in mind that the economy and the financial markets have had long and successful histories of adaptability, recovery, innovation and growth. Proper asset allocation decisions can have significant impacts on the returns of long-term portfolios.

 

 

2

 


LETTER TO SHAREHOLDERS continued

Please visit us at EvergreenInvestments.com for more information about our funds and other investment products available to you. From the Web site, you may also access details about daily fund prices, yields, dividend rates and fund facts about Evergreen closed-end funds. Thank you for your continued support of Evergreen Investments.

Sincerely,


Dennis H. Ferro

President and Chief Executive Officer

Evergreen Investment Company, Inc.

Notice to Shareholders:

The Fund’s Annual Meeting of Shareholders scheduled for January 16, 2009 at 11:30am has been adjourned to February 12, 2009 at 11:30am.

 

 

3

 


FINANCIAL HIGHLIGHTS

(For a share outstanding throughout each period)

 

 

 

Year Ended October 31,

 

 


 

 

2008

 

20071

 







Net asset value, beginning of period

 

$

19.83

 

$

19.10

2









Income from investment operations

 

 

 

 

 

 

 

Net investment income (loss)

 

 

1.88

 

 

1.31

 

Net realized and unrealized gains or losses on investments

 

 

(7.96

)

 

0.46

 

 

 







Total from investment operations

 

 

(6.08

)

 

1.77

 









Distributions to shareholders from net investment income

 

 

(2.00

)

 

(1.00

)









Offering costs charged to capital

 

 

0

 

 

(0.04

)









Net asset value, end of period

 

$

11.75

 

$

19.83

 









Market value, end of period

 

$

10.99

 

$

17.29

 









Total return based on market value3

 

 

(27.19

)%

 

(8.66

)%









Ratios and supplemental data

 

 

 

 

 

 

 

Net assets, end of period (thousands)

 

$

574,157

 

$

968,376

 

Ratios to average net assets

 

 

 

 

 

 

 

Expenses including waivers/reimbursements but excluding expense reductions

 

 

1.13

%

 

1.22

%4

Expenses excluding waivers/reimbursements and expense reductions

 

 

1.13

%

 

1.22

%4

Net investment income (loss)

 

 

11.07

%

 

11.79

%4

Portfolio turnover rate

 

 

218

%

 

102

%









1

For the period from March 28, 2007 (commencement of operations), to October 31, 2007.

2

Initial public offering price of $20.00 per share less underwriting discount of $0.90 per share.

3

Total return is calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions or sales charges.

4

Annualized

See Notes to Financial Statements

 

 

4

 


SCHEDULE OF INVESTMENTS

October 31, 2008

 

 

 

Country

 

Shares

 

 

Value

 









 

COMMON STOCKS    60.2%

 

 

 

 

 

 

 

 

ENERGY    4.2%

 

 

 

 

 

 

 

 

Energy Equipment & Services    3.1%

 

 

 

 

 

 

 

 

Diamond Offshore Drilling, Inc.

 

United States

 

200,000

 

$

17,760,000

 

 

 

 

 

 

 



 

Oil, Gas & Consumable Fuels    1.1%

 

 

 

 

 

 

 

 

Copano Energy, LLC

 

United States

 

200,000

 

 

4,406,000

 

El Paso Corp.

 

United States

 

200,000

 

 

1,940,000

 

Kodiak Oil & Gas Corp.

 

Canada

 

375,000

 

 

281,250

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

6,627,250

 

 

 

 

 

 

 



 

FINANCIALS    3.2%

 

 

 

 

 

 

 

 

Commercial Banks    2.6%

 

 

 

 

 

 

 

 

St. George Bank, Ltd.

 

Australia

 

800,000

 

 

14,929,820

 

 

 

 

 

 

 



 

Insurance    0.1%

 

 

 

 

 

 

 

 

Suncorp-Metway, Ltd.

 

Australia

 

86,061

 

 

461,494

 

 

 

 

 

 

 



 

Real Estate Investment Trusts (REITs)    0.5%

 

 

 

 

 

 

 

 

First Potomac Realty Trust

 

United States

 

213,600

 

 

2,623,008

 

 

 

 

 

 

 



 

INFORMATION TECHNOLOGY    0.1%

 

 

 

 

 

 

 

 

Communications Equipment    0.1%

 

 

 

 

 

 

 

 

Neutral Tandem, Inc.

 

United States

 

43,000

 

 

749,060

 

 

 

 

 

 

 



 

TELECOMMUNICATION SERVICES    16.3%

 

 

 

 

 

 

 

 

Diversified Telecommunication

 

 

 

 

 

 

 

 

Services    12.9%

 

 

 

 

 

 

 

 

BCE, Inc.

 

Canada

 

30,000

 

 

870,300

 

BT Group plc

 

United Kingdom

 

2,000,000

 

 

3,782,947

 

Chunghwa Telecom Co., Ltd., ADR

 

Taiwan

 

605,000

 

 

9,958,300

 

D&E Communications, Inc.

 

United States

 

140,910

 

 

986,370

 

Deutsche Telekom AG

 

Germany

 

750,000

 

 

11,145,430

 

Shenandoah Telecommunications Co. +

 

United States

 

443,444

 

 

10,629,353

 

Telstra Corp., Ltd.

 

Australia

 

6,000,000

 

 

16,470,155

 

TELUS Corp.

 

Canada

 

532,100

 

 

18,876,248

 

Verizon Communications, Inc.

 

United States

 

55,000

 

 

1,631,850

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

74,350,953

 

 

 

 

 

 

 



 

Wireless Telecommunication Services    3.4%

 

 

 

 

 

 

 

 

Rogers Communications, Inc., Class B

 

Canada

 

130,000

 

 

3,781,700

 

Vodafone Group plc

 

United Kingdom

 

8,000,000

 

 

15,462,945

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

19,244,645

 

 

 

 

 

 

 



 

UTILITIES    36.4%

 

 

 

 

 

 

 

 

Electric Utilities    18.9%

 

 

 

 

 

 

 

 

Allegheny Energy, Inc. ρ

 

United States

 

129,500

 

 

3,904,425

 

E.ON AG

 

Germany

 

150,000

 

 

5,715,795

 

El Paso Electric Co.

 

United States

 

100,000

 

 

1,852,000

 

Enel SpA

 

Italy

 

5,000,000

 

 

33,509,012

 

See Notes to Financial Statements

 

 

5

 


SCHEDULE OF INVESTMENTS continued

October 31, 2008

 

 

 

Country

 

Shares

 

 

Value

 









 

COMMON STOCKS    continued

 

 

 

 

 

 

 

 

UTILITIES    continued

 

 

 

 

 

 

 

 

Electric Utilities    continued

 

 

 

 

 

 

 

 

Entergy Corp.

 

United States

 

14,952

 

$

1,167,004

 

FirstEnergy Corp.

 

United States

 

35,962

 

 

1,875,778

 

Fortum Oyj

 

Finland

 

200,000

 

 

4,915,181

 

Maine & Maritimes Corp.

 

United States

 

18,500

 

 

610,500

 

Portland General Electric Co.

 

United States

 

100,000

 

 

2,052,000

 

Red Electrica de Espana SA

 

Spain

 

200,000

 

 

8,751,050

 

Scottish & Southern Energy plc

 

United Kingdom

 

400,000

 

 

7,868,235

 

Southern Co.

 

United States

 

200,000

 

 

6,868,000

 

TERNA SpA

 

Italy

 

2,000,000

 

 

6,452,460

 

Westar Energy, Inc.

 

United States

 

1,175,000

 

 

22,900,750

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

108,442,190

 

 

 

 

 

 

 



 

Gas Utilities    1.0%

 

 

 

 

 

 

 

 

Enagas SA

 

Spain

 

300,000

 

 

5,845,149

 

 

 

 

 

 

 



 

Multi-Utilities    15.3%

 

 

 

 

 

 

 

 

Avista Corp.

 

United States

 

101,900

 

 

2,023,734

 

GDF Suez SA

 

France

 

700,000

 

 

31,119,335

 

National Grid plc

 

United Kingdom

 

2,000,000

 

 

22,788,225

 

PNM Resources, Inc.

 

United States

 

75,000

 

 

731,250

 

Puget Energy, Inc.

 

United States

 

250,000

 

 

5,857,500

 

Suez Environnement SA *

 

France

 

225,000

 

 

4,318,972

 

United Utilities Group plc

 

United Kingdom

 

1,849,999

 

 

20,949,044

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

87,788,060

 

 

 

 

 

 

 



 

Water Utilities    1.2%

 

 

 

 

 

 

 

 

American Water Works Co., Inc.

 

United States

 

275,000

 

 

5,577,000

 

Pennichuck Corp.

 

United States

 

59,200

 

 

1,267,472

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

6,844,472

 

 

 

 

 

 

 



 

Total Common Stocks    (cost $468,034,435)

 

 

 

 

 

 

345,666,101

 

 

 

 

 

 

 



 

PREFERRED STOCKS    37.1%

 

 

 

 

 

 

 

 

ENERGY    0.7%

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels    0.7%

 

 

 

 

 

 

 

 

Apache Corp., Ser. B, 5.68% ρ

 

United States

 

49,300

 

 

4,292,181

 

 

 

 

 

 

 



 

FINANCIALS    7.3%

 

 

 

 

 

 

 

 

Capital Markets    1.0%

 

 

 

 

 

 

 

 

Credit Suisse Group AG, Var. Rate Pfd.

 

Switzerland

 

150,000

 

 

2,934,375

 

Merrill Lynch & Co., Inc., 8.625%

 

United States

 

150,000

 

 

3,089,070

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

6,023,445

 

 

 

 

 

 

 



 

Commercial Banks    3.8%

 

 

 

 

 

 

 

 

Barclays plc, 8.125%

 

United Kingdom

 

100,000

 

 

1,612,000

 

KeyCorp, Ser. A, 7.75%

 

United States

 

50,000

 

 

4,898,500

 

National Bank of Greece SA, 9.00%

 

United States

 

50,000

 

 

924,500

 

See Notes to Financial Statements

 

 

6

 


SCHEDULE OF INVESTMENTS continued

October 31, 2008

 

 

 

Country

 

Shares

 

 

Value

 









 

PREFERRED STOCKS    continued

 

 

 

 

 

 

 

 

FINANCIALS    continued

 

 

 

 

 

 

 

 

Commercial Banks    continued

 

 

 

 

 

 

 

 

SunTrust Capital IX, 7.875%

 

United States

 

434,200

 

$

9,291,880

 

Wells Fargo Capital XII, 7.875% °

 

United States

 

200,000

 

 

4,950,000

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

21,676,880

 

 

 

 

 

 

 



 

Consumer Finance    0.7%

 

 

 

 

 

 

 

 

Deutsche Bank Contingent Capital Trust V, 8.05%

 

United States

 

150,000

 

 

2,756,250

 

Fifth Third Capital Trust VII, Var. Rate Pfd.

 

United States

 

75,000

 

 

1,346,250

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

4,102,500

 

 

 

 

 

 

 



 

Diversified Financial Services    0.9%

 

 

 

 

 

 

 

 

ING Groep NV, 8.50%

 

Netherlands

 

75,000

 

 

1,292,250

 

JPMorgan Chase & Co., 8.625%

 

United States

 

150,000

 

 

3,731,250

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

5,023,500

 



Insurance    0.5%

 

 

 

 

 

 

 

 

Allianz SE, Var. Rate Pfd.

 

Germany

 

50,000

 

 

972,500

 

Prudential Financial, Inc., 9.00%

 

United States

 

100,000

 

 

1,936,000

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

2,908,500

 

 

 

 

 

 

 



 

Real Estate Investment Trusts (REITs)    0.4%

 

 

 

 

 

 

 

 

Thornburg Mortgage, Inc., 7.50%

 

United States

 

1,590,800

 

 

2,227,120

 

 

 

 

 

 

 



 

MATERIALS    0.3%

 

 

 

 

 

 

 

 

Chemicals    0.3%

 

 

 

 

 

 

 

 

E.I. DuPont de Nemours & Co., 4.50%

 

United States

 

22,700

 

 

1,737,969

 

 

 

 

 

 

 



 

UTILITIES    28.8%

 

 

 

 

 

 

 

 

Electric Utilities    26.2%

 

 

 

 

 

 

 

 

Alabama Power Co., 5.20%

 

United States

 

90,800

 

 

1,753,575

 

Alabama Power Co., 5.625%

 

United States

 

80,000

 

 

1,480,000

 

Alabama Power Co., Ser. A, 5.30%

 

United States

 

100,000

 

 

1,940,630

 

Baltimore Gas & Electric Co., 7.125%

 

United States

 

50,000

 

 

4,475,000

 

Carolina Power & Light Co., 5.00%

 

United States

 

11,217

 

 

957,651

 

Connecticut Light & Power Co., Ser. 1947, 2.00%

 

United States

 

22,000

 

 

705,936

 

Connecticut Light & Power Co., Ser. 1949, 2.04%

 

United States

 

9,600

 

 

369,900

 

Connecticut Light & Power Co., Ser. 1949, 2.20%

 

United States

 

36,625

 

 

1,355,125

 

Connecticut Light & Power Co., Ser. 1963, 4.50%

 

United States

 

66,124

 

 

2,215,154

 

Connecticut Light & Power Co., Ser. 1967, 5.28%

 

United States

 

59,300

 

 

2,668,500

 

Consolidated Edison, Inc., Ser. A, 5.00% ρ

 

United States

 

89,270

 

 

7,150,527

 

Consolidated Edison, Inc., Ser. D, 4.65% ρ

 

United States

 

62,505

 

 

4,812,885

 

Dayton Power & Light Co., Ser. A, 3.75%

 

United States

 

9,416

 

 

613,806

 

Dayton Power & Light Co., Ser. B, 3.75%

 

United States

 

5,120

 

 

384,160

 

Dayton Power & Light Co., Ser. C, 3.90%

 

United States

 

17,500

 

 

1,295,000

 

Duquesne Light Co., 6.50%

 

United States

 

130,000

 

 

5,951,569

 

Energy East Corp., 3.75%

 

United States

 

1,900

 

 

154,850

 

Entergy Arkansas, Inc., 4.32%

 

United States

 

7,565

 

 

610,165

 

See Notes to Financial Statements

 

 

7

 


SCHEDULE OF INVESTMENTS continued

October 31, 2008

 

 

 

Country

 

Shares

 

 

Value

 









 

PREFERRED STOCKS    continued

 

 

 

 

 

 

 

 

UTILITIES    continued

 

 

 

 

 

 

 

 

Electric Utilities    continued

 

 

 

 

 

 

 

 

Entergy Arkansas, Inc., 4.56%

 

United States

 

2,267

 

$

192,978

 

Entergy Arkansas, Inc., 4.72%

 

United States

 

500

 

 

44,047

 

Entergy Arkansas, Inc., 6.08%

 

United States

 

644

 

 

67,499

 

Entergy Arkansas, Inc., 6.45%

 

United States

 

800,000

 

 

18,400,000

 

Entergy Arkansas, Inc., Ser. 1965, 4.56%

 

United States

 

3,578

 

 

304,577

 

Entergy Louisiana Holdings, 6.95%

 

United States

 

177,000

 

 

15,602,550

 

Entergy Mississippi, Inc., 4.36%

 

United States

 

3,248

 

 

268,163

 

Entergy Mississippi, Inc., 4.56%

 

United States

 

500

 

 

43,172

 

Entergy Mississippi, Inc., 4.92%

 

United States

 

10,679

 

 

747,530

 

Entergy New Orleans, Inc., 4.36%

 

United States

 

153

 

 

11,293

 

Entergy New Orleans, Inc., 4.75%

 

United States

 

5,179

 

 

393,604

 

Entergy New Orleans, Inc., 5.56%

 

United States

 

7,522

 

 

653,474

 

Exelon Corp., 3.80%

 

United States

 

18,225

 

 

1,227,454

 

Exelon Corp., 4.68%

 

United States

 

18,240

 

 

1,399,008

 

Florida Power Corp., 4.60%

 

United States

 

14,900

 

 

1,028,100

 

Georgia Power Co., Ser. 07-A, 6.50%

 

United States

 

15,900

 

 

1,415,100

 

Gulf Power Corp., Ser. 1, 6.00%

 

United States

 

20,000

 

 

1,651,008

 

Hawaiian Electric, Inc., Ser. K, 4.65%

 

United States

 

27,000

 

 

442,970

 

Hawaiian Electric, Inc., Ser. J, 4.75%

 

United States

 

55,000

 

 

921,250

 

Indianapolis Power & Light Co., 4.20%

 

United States

 

20,000

 

 

1,560,000

 

Interstate Power & Light Co., Ser. C, 7.10%

 

United States

 

221,800

 

 

4,990,500

 

MidAmerican Energy Co., 4.35%

 

United States

 

13,017

 

 

927,055

 

Pacific Gas & Electric Co., 4.80%

 

United States

 

185,600

 

 

3,606,208

 

Pacific Gas & Electric Co., Ser. D, 5.00%

 

United States

 

126,000

 

 

2,465,190

 

Pacific Gas & Electric Co., Ser. H, 4.50%

 

United States

 

33,800

 

 

575,445

 

Pacific Gas & Electric Co., Ser. I, 4.36%

 

United States

 

39,900

 

 

726,180

 

PECO Energy Co., Ser. C, 4.40%

 

United States

 

29,940

 

 

2,120,201

 

PPL Electric Utilities Corp., 6.25%

 

United States

 

400,000

 

 

9,112,520

 

San Diego Gas & Electric Co., 4.60%

 

United States

 

29,320

 

 

322,520

 

South Carolina Electric & Gas Co., 5.00%

 

United States

 

2,000

 

 

88,700

 

South Carolina Electric & Gas Co., 6.52%

 

United States

 

272,500

 

 

22,651,562

 

Southern California Edison Co., 4.78%

 

United States

 

30,000

 

 

578,100

 

Southern California Edison Co., Ser. B, 4.08%

 

United States

 

48,100

 

 

817,941

 

Southern California Edison Co., Ser. D, 4.32%

 

United States

 

85,000

 

 

1,360,000

 

Union Electric Co., 4.50%

 

United States

 

14,600

 

 

1,095,000

 

Union Electric Co., 4.56%

 

United States

 

11,190

 

 

811,275

 

Union Electric Co., 5.50%

 

United States

 

973

 

 

99,216

 

Union Electric Co., 7.64%

 

United States

 

21,350

 

 

2,178,368

 

Union Electric Co., Ser. 1969, 4.00%

 

United States

 

7,600

 

 

456,000

 

Virginia Electric & Power Co., 6.98%

 

United States

 

12,000

 

 

1,210,500

 

Wisconsin Public Service Corp., 5.08%

 

United States

 

8,190

 

 

801,596

 

Xcel Energy, Inc., 3.60%

 

United States

 

6,000

 

 

387,030

 

Xcel Energy, Inc., 4.10%

 

United States

 

52,320

 

 

3,450,766

 

See Notes to Financial Statements

 

 

8

 


SCHEDULE OF INVESTMENTS continued

October 31, 2008

 

 

 

Country

 

Shares

 

 

Value

 









 

PREFERRED STOCKS    continued

 

 

 

 

 

 

 

 

UTILITIES    continued

 

 

 

 

 

 

 

 

Electric Utilities    continued

 

 

 

 

 

 

 

 

Xcel Energy, Inc., 4.16%

 

United States

 

35,180

 

$

2,317,483

 

Xcel Energy, Inc., 4.56%

 

United States

 

19,880

 

 

1,647,356

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

150,064,922

 

 

 

 

 

 

 



 

Gas Utilities    1.6%

 

 

 

 

 

 

 

 

Pacific Enterprises, 4.40%

 

United States

 

19,840

 

 

1,380,120

 

Public Service Electric & Gas Co., 4.08%

 

United States

 

8,970

 

 

611,395

 

Public Service Electric & Gas Co., 4.18%

 

United States

 

1,260

 

 

89,107

 

Public Service Electric & Gas Co., 5.28%

 

United States

 

5,900

 

 

535,868

 

Southern Union Co., 7.55%

 

United States

 

280,550

 

 

5,619,781

 

Washington Gas Light Co., 5.00%

 

United States

 

13,570

 

 

1,031,320

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

9,267,591

 

 

 

 

 

 

 



 

Independent Power Producers & Energy Traders    0.9%

 

 

 

 

 

 

 

 

Constellation Energy Group, Inc., Ser. A, 8.625%

 

United States

 

238,214

 

 

5,381,254

 

 

 

 

 

 

 



 

Water Utilities    0.1%

 

 

 

 

 

 

 

 

Hackensack Water Co., 4.99%

 

United States

 

10,469

 

 

816,582

 

 

 

 

 

 

 



 

Total Preferred Stocks    (cost $255,686,324)

 

 

 

 

 

 

213,522,444

 

 

 

 

 

 

 



 

CONVERTIBLE PREFERRED STOCKS    0.6%

 

 

 

 

 

 

 

 

ENERGY    0.6%

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels    0.6%

 

 

 

 

 

 

 

 

El Paso Corp., 4.99%, 12/31/2049 144A    (cost $2,720,560)

 

United States

 

4,000

 

 

3,171,000

 

 

 

 

 

 

 



 

Total Investments    (cost $726,441,319)    97.9%

 

 

 

 

 

 

562,359,545

 

 

 

 

 

 

 



 

SECURITIES SOLD SHORT    (0.3%)

 

 

 

 

 

 

 

 

TELECOMMUNICATION SERVICES    0.0%

 

 

 

 

 

 

 

 

Diversified Telecommunication Services    0.0%

 

 

 

 

 

 

 

 

Alaska Communications Systems Group, Inc.

 

United States

 

(20,000

)

 

(220,350

)

 

 

 

 

 

 



 

UTILITIES    (0.3%)

 

 

 

 

 

 

 

 

Independent Power Producers & Energy Traders    (0.2%)

 

 

 

 

 

 

 

 

Drax Group plc

 

United Kingdom

 

(150,000

)

 

(1,394,107

)

 

 

 

 

 

 



 

Water Utilities    (0.1%)

 

 

 

 

 

 

 

 

Pennon Group plc

 

United Kingdom

 

(50,000

)

 

(433,022

)

 

 

 

 

 

 



 

Total Securities Sold Short    (proceeds $3,044,301)

 

 

 

 

 

 

(2,047,479

)

 

 

 

 

 

 



 

Other Assets and Liabilities    2.4%

 

 

 

 

 

 

13,844,774

 

 

 

 

 

 

 



 

Net Assets    100.0%

 

 

 

 

 

$

574,156,840

 

 

 

 

 

 

 



 

See Notes to Financial Statements

 

 

9

 


SCHEDULE OF INVESTMENTS continued

October 31, 2008

 

*

Non-income producing security

+

Security is deemed illiquid and is valued using market quotations when readily available, unless otherwise noted.

ρ

All or a portion of this security is pledged as collateral for written call options.

°

Investment in non-controlled affiliate. At October 31, 2008, the Fund owned shares of Wells Fargo & Co. with a cost basis of $5,000,000. The Fund did not earn any income from Wells Fargo & Co. for the period from October 3, 2008 to October 31, 2008.

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.

 

Summary of Abbreviations

ADR

American Depository Receipt

The following table shows the percent of total long-term investments by geographic location as of October 31, 2008:

 

United States

 

54.7%

United Kingdom

 

13.3%

Italy

 

7.1%

France

 

6.3%

Australia

 

5.7%

Canada

 

4.2%

Germany

 

3.2%

Spain

 

2.6%

Taiwan

 

1.8%

Finland

 

0.9%

Netherlands

 

0.2%

 

 


 

 

100.0%

 

 


The following table shows the percent of total long-term investments by industry as of October 31, 2008:

 

Electric Utilities

 

46.0%

Multi-Utilities

 

15.5%

Diversified Telecommunication Services

 

13.2%

Commercial Banks

 

6.5%

Wireless Telecommunication Services

 

3.4%

Energy Equipment & Services

 

3.2%

Gas Utilities

 

2.7%

Oil, Gas & Consumable Fuels

 

2.5%

Water Utilities

 

1.4%

Capital Markets

 

1.1%

Independent Power Producers & Energy Traders

 

1.0%

Diversified Financial Services

 

0.9%

Real Estate Investment Trusts (REITs)

 

0.9%

Consumer Finance

 

0.7%

Insurance

 

0.6%

Chemicals

 

0.3%

Communications Equipment

 

0.1%

 

 


 

 

100.0%

 

 


See Notes to Financial Statements

 

 

10

 


STATEMENT OF ASSETS AND LIABILITIES

October 31, 2008

 

Assets

 

 

 

 

Investments in securities, at value (cost $726,441,319)

 

$

562,359,545

 

Deposits for securities sold short, at value (cost $2,313,633)

 

 

1,911,088

 

Cash held at brokers for written options

 

 

923,167

 

Segregated cash

 

 

1,552,000

 

Foreign currency, at value (cost $14,709,419)

 

 

13,496,573

 

Receivable for securities sold

 

 

15,019,075

 

Dividends receivable

 

 

4,225,048

 






Total assets

 

 

599,486,496

 






Liabilities

 

 

 

 

Payable for securities purchased

 

 

14,650,000

 

Written options, at value (premiums received $3,375,556)

 

 

2,577,407

 

Payable for securities sold short, at value (proceeds $3,044,301)

 

 

2,047,479

 

Due to custodian bank

 

 

5,827,331

 

Advisory fee payable

 

 

45,000

 

Due to other related parties

 

 

2,368

 

Accrued expenses and other liabilities

 

 

180,071

 






Total liabilities

 

 

25,329,656

 






Net assets

 

$

574,156,840

 






Net assets represented by

 

 

 

 

Paid-in capital

 

$

930,831,262

 

Undistributed net investment income

 

 

1,161,814

 

Accumulated net realized losses on investments

 

 

(193,749,043

)

Net unrealized losses on investments

 

 

(164,087,193

)






Total net assets

 

$

574,156,840

 






Net asset value per share

 

 

 

 

Based on $574,156,840 divided by 48,844,844 shares issued and outstanding (unlimited number of shares authorized)

 

$

11.75

 






See Notes to Financial Statements

 

 

11

 


STATEMENT OF OPERATIONS

Year Ended October 31, 2008

 

Investment income

 

 

 

 

Dividends (net of foreign withholding taxes of $6,888,948)

 

$

100,186,586

 

Income from affiliate

 

 

1,072,167

 

Interest

 

 

52,323

 






Total investment income

 

 

101,311,076

 






Expenses

 

 

 

 

Advisory fee

 

 

7,891,766

 

Administrative services fee

 

 

415,356

 

Transfer agent fees

 

 

28,052

 

Trustees’ fees and expenses

 

 

18,170

 

Dividends on securities sold short

 

 

349,877

 

Printing and postage expenses

 

 

104,115

 

Custodian and accounting fees

 

 

467,814

 

Professional fees

 

 

52,593

 

Other

 

 

41,054

 






Total expenses

 

 

9,368,797

 

Less: Expense reductions

 

 

(1,189

)

Fee waivers

 

 

(243

)






Net expenses

 

 

9,367,365

 






Net investment income

 

 

91,943,711

 






Net realized and unrealized gains or losses on investments

 

 

 

 

Net realized gains or losses on:

 

 

 

 

Securities

 

 

(190,072,179

)

Foreign currency related transactions

 

 

(4,117,272

)

Written options

 

 

6,200,978

 






Net realized losses on investments

 

 

(187,988,473

)

Net change in unrealized gains or losses on investments

 

 

(200,484,433

)






Net realized and unrealized gains or losses on investments

 

 

(388,472,906

)






Net decrease in net assets resulting from operations

 

$

(296,529,195

)






See Notes to Financial Statements

 

 

12

 


STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

Year Ended October 31,

 

 



 

 

2008

 

2007 (a)

 







Operations

 

 

 

 

 

 

 

Net investment income

 

$

91,943,711

 

$

63,806,654

 

Net realized losses on investments

 

 

(187,988,473

)

 

(13,909,390

)

Net change in unrealized gains or losses on investments

 

 

(200,484,433

)

 

36,397,240

 









Net increase (decrease) in net assets resulting from operations

 

 

(296,529,195

)

 

86,294,504

 









Distributions to shareholders from net investment income

 

 

(97,689,689

)

 

(48,750,042

)









Capital share transactions

 

 

 

 

 

 

 

Net asset value of shares issued under the Automatic Dividend Reinvestment Plan

 

 

0

 

 

3,462,178

 

Net proceeds from issuance of shares

 

 

0

 

 

929,069,000

 

Offering expenses charged to paid-in capital

 

 

0

 

 

(1,800,000

)









Net increase in net assets resulting from capital share transactions

 

 

0

 

 

930,731,178

 









Total increase (decrease) in net assets

 

 

(394,218,884

)

 

968,275,640

 

Net assets

 

 

 

 

 

 

 

Beginning of period

 

 

968,375,724

 

 

100,084

 









End of period

 

$

574,156,840

 

$

968,375,724

 









Undistributed net investment income

 

$

1,161,814

 

$

15,354,015

 









(a)

For the period from March 28, 2007 (commencement of operations), to October 31, 2007.

See Notes to Financial Statements

 

 

13

 


NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Evergreen Global Dividend Opportunity Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on December 21, 2006 and is registered as a 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. The Fund’s secondary objective is long-term growth of capital.

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. Non-listed equity securities are valued using evaluated prices determined by an independent pricing service which takes into consideration such factors as similar security prices, spreads, liquidity, benchmark quotes and market conditions. 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.

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.

 

 

14

 


NOTES TO FINANCIAL STATEMENTS continued

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.

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.

c. 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.

d. Forward foreign currency contracts

A forward foreign currency contract is an agreement between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. Forward foreign currency contracts are recorded at the forward rate and marked-to-market daily. When the contracts are closed, realized gains and losses arising from such transactions are recorded as realized gains or losses on foreign currency related transactions. The Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

 

 

15

 


NOTES TO FINANCIAL STATEMENTS continued

e. Options

The Fund may write covered put or call options. When a Fund writes an option, an amount equal to the premium received is recorded as a liability and is subsequently adjusted to the current market value of the written option. Premiums received from written options, which expire unexercised, are recognized as realized gains from investments on the expiration date. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is treated as a realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in calculating the realized gain or loss on the sale. If a put option is exercised, the premium reduces the cost of the security purchased. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

The Fund may also purchase call or put options. The premium is included in the Statement of Assets and Liabilities as an investment which is subsequently adjusted to the current market value of the option. Premiums paid for purchased options which expire are recognized as realized losses from investments on the expiration date. Premiums paid for purchased options which are exercised or closed are added to the amount paid or offset against the proceeds on the underlying security to determine the realized gain or loss. The risk of loss associated with purchased options is limited to the premium paid.

f. Short sales

The Fund may sell a security it does not own in anticipation of a decline in the market value of that security (short sale). When the Fund makes a short sale, it must borrow the security sold short and deliver it to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. Any interest or dividends accrued on such borrowed securities during the period of the loan is recorded as an expense on the Statement of Operations. To borrow the security, the Fund may be required to pay a premium, which would decrease the proceeds of the security sold. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the closing of a short sale if the market price at the closing is less than or greater than, respectively, the proceeds originally received. Until the short sale is closed or the borrowed security is replaced, the Fund maintains a segregated account of cash or liquid securities, the dollar value of which is at least equal to the market value of the security at the time of the short sale.

g. 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 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.

 

 

16

 


NOTES TO FINANCIAL STATEMENTS continued

h. Federal and other 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.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) which prescribes a minimum threshold for financial statement recognition of the benefit 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. The Fund’s income and excise tax returns and all financial records supporting those returns are subject to examination by the federal, Massachusetts and Delaware revenue authorities for all taxable years since the commencement of operations.

i. 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.

Reclassifications have been made to the Fund’s components of net assets to reflect income and gains available for distribution (or available capital loss carryovers, as applicable) under income tax regulations. The primary permanent differences causing such reclassifications are due to net realized foreign currency gains or losses, return of capital distribution received and partnership investments. During the year ended October 31, 2008, the following amounts were reclassified:

 





Undistributed net investment income

 

$ (8,446,223

)

Accumulated net realized losses on investments

 

8,446,223

 





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 0.95% of the Fund’s average daily total assets. Total assets consist of the net assets of the Fund plus borrowings, reverse repurchase agreements, dollar rolls or the issuance of debt securities.

Crow Point Partners, LLC is the investment sub-advisor to the Fund and is paid by EIMC for its services to the Fund.

On October 3, 2008, Wells Fargo & Company (“Wells Fargo”) and Wachovia announced that Wells Fargo agreed to acquire Wachovia in a whole company transaction that will include all of Wachovia’s banking and other businesses. In connection with this transaction, Wachovia issued preferred shares to Wells Fargo representing approximately a 40% voting interest in Wachovia. Due to its ownership of preferred shares, Wells Fargo

 

 

17

 


NOTES TO FINANCIAL STATEMENTS continued

may be deemed to control EIMC. If Wells Fargo is deemed to control EIMC, then the existing advisory agreement between the Fund and EIMC and the sub-advisory agreement between EIMC and the Fund’s sub-advisor would have terminated automatically in connection with the issuance of preferred shares. To address this possibility, on October 20, 2008 the Board of Trustees approved an interim advisory agreement with EIMC and an interim sub-advisory agreement with the sub-advisor with the same terms and conditions as the existing agreements, which became effective upon the issuance of the preferred shares. EIMC’s receipt of the advisory fees under the interim advisory agreement is subject to the approval by shareholders of the Fund of a new advisory agreement with EIMC.

From time to time, EIMC may voluntarily or contractually waive its fee and/or reimburse expenses in order to limit operating expenses. During the year ended October 31, 2008, EIMC voluntarily waived its advisory fee in the amount of $243.

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 annual administrative fee of 0.05% of the Fund’s average daily total assets.

The Fund has placed a portion of its portfolio transactions with brokerage firms that are affiliates of Wachovia. During the year ended October 31, 2008, the Fund paid brokerage commissions of $67,670 to Wachovia Securities, LLC.

4. CAPITAL SHARE TRANSACTIONS

The Fund has authorized an unlimited number of shares with no par value. For the year ended October 31, 2008 and the period from March 28, 2007 to October 31, 2007, the Fund issued 0 and 48,839,604 shares, respectively.

5. INVESTMENT TRANSACTIONS

Cost of purchases and proceeds from sales of investment securities (excluding short-term securities) were $1,770,073,295 and $1,724,321,388, respectively, for the year ended October 31, 2008.

 

 

18

 


NOTES TO FINANCIAL STATEMENTS continued

During the year ended October 31, 2008, the Fund had written option activities as follows:

 

 

 

Number of
Contracts

 

Premiums
Received

 







Options outstanding at October 31, 2007

 

29,665

 

 

$

2,034,385

 

 

Options written

 

149,299

 

 

 

29,752,149

 

 

Options terminated in closing purchase transactions

 

(28,657

)

 

 

(5,562,434

)

 

Options expired

 

(145,308

)

 

 

(22,399,064

)

 

Options exercised

 

(2,000

)

 

 

(449,480

)

 








Options outstanding at October 31, 2008

 

2,999

 

 

$

3,375,556

 

 








Open call options written at October 31, 2008 were as follows:

 

Expiration
Date

 

Index/ETF

 

Number of Contracts

 

Strike
Price

 

Market
Value

 

Premiums
Received

 













11/21/2008

 

Amsterdam Exchange Index

 

477

 

284 EUR

 

$430,957

 

 

$434,553

 

 

11/21/2008

 

CAC 40 Index

 

369

 

3,707 EUR

 

323,240

 

 

357,497

 

 

11/21/2008

 

DAX Index

 

502

 

5,385 EUR

 

469,738

 

 

359,571

 

 

11/21/2008

 

NASDAQ 100 Index

 

121

 

1,509 USD

 

98,978

 

 

323,932

 

 

11/21/2008

 

Russell 2000 Index

 

304

 

608 USD

 

129,948

 

 

321,450

 

 

11/21/2008

 

S&P/MIB Index

 

227

 

23,943 EUR

 

119,435

 

 

335,973

 

 

11/21/2008

 

S&P 400 Mid Cap Index

 

289

 

638 USD

 

144,728

 

 

294,829

 

 

11/21/2008

 

S&P 500 Index

 

169

 

1,083 USD

 

132,602

 

 

256,250

 

 

11/21/2008

 

Swiss Market Index

 

306

 

6,816 CHF

 

146,669

 

 

339,115

 

 

11/21/2008

 

UKX Index

 

235

 

4,501 GBP

 

581,112

 

 

352,386

 

 













On October 31, 2008, the aggregate cost of securities for federal income tax purposes was $726,065,885. The gross unrealized appreciation and depreciation on securities based on tax cost was $18,973,588 and $182,679,928, respectively, with a net unrealized depreciation of $163,706,340.

As of October 31, 2008, the Fund had $193,584,375 in capital loss carryovers for federal income tax purposes with $9,081,249 expiring in 2015 and $184,503,126 expiring in 2016.

6. DISTRIBUTIONS TO SHAREHOLDERS

As of October 31, 2008, the components of distributable earnings on a tax basis were as follows:

 

Undistributed
Ordinary
Income

 

Unrealized
Depreciation

 

Capital Loss
Carryovers

 

Temporary
Book/Tax
Differences








$1,211,700

 

$164,294,959

 

$193,584,375

 

$(6,788)








 

 

19

 


NOTES TO FINANCIAL STATEMENTS continued

The differences between the components of distributable earnings on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, option transactions, forward contracts and partnership investments. The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses.

The tax character of distributions paid were $97,689,689 and $48,750,042 of ordinary income for the years, or periods, ended October 31, 2008 and October 31, 2007, respectively.

7. EXPENSE REDUCTIONS

Through expense offset arrangements with the Fund’s custodian, a portion of fund expenses has been reduced.

8. 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.

9. 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.

10. REGULATORY MATTERS AND LEGAL PROCEEDINGS

The Evergreen funds, EIMC and certain of EIMC’s affiliates are involved in various legal actions, including private litigation and class action lawsuits. In addition, certain Evergreen funds, EIMC and certain of EIMC’s affiliates are currently, and may in the future be, subject to regulatory inquiries and investigations.

The SEC and the Secretary of the Commonwealth, Securities Division, of the Commonwealth of Massachusetts are conducting separate investigations of EIMC and EIS concerning alleged issues surrounding the drop in net asset value of the Evergreen Ultra Short Opportunities Fund (the “Ultra Short Fund”) in May and June 2008. In addition, three purported class actions have been filed in the U.S. District Court for the District of Massachusetts relating to the same events; defendants include various Evergreen entities and Evergreen Fixed Income Trust and its Trustees. The cases generally allege that investors in the Ultra Short Fund suffered losses as a result of (i) misleading statements in Ultra Short Fund’s prospectus, (ii) the failure to accurately price securities in the Ultra Short Fund at different points in time and (iii) the failure of the Ultra Short

 

 

20

 


NOTES TO FINANCIAL STATEMENTS continued

Fund’s risk disclosures and description of its investment strategy to inform investors adequately of the actual risks of the fund.

EIMC does not expect that any of the legal actions, inquiries or investigations currently pending or threatened will have a material adverse impact on the financial position or operations of the Evergreen fund to which these financial statements relate.

11. NEW ACCOUNTING PRONOUNCEMENTS

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 will 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.

In September 2008, FASB issued FASB Staff Position No.FAS 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No.133 and FASB Interpretation No.45; and Clarification of the Effective Date of FASB Statement No.161. This FASB Staff Position (1) amends FASB Statement No.133 to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument (2) amends FASB Interpretation No.45 to require additional disclosure about the current status of the payment/performance risk of a guarantee and (3) clarifies the effective date of FAS 161. Management of the Fund does not believe the adoption of this FASB Staff Position will materially impact the financial statement

 

 

21

 


NOTES TO FINANCIAL STATEMENTS continued

amounts, but will require additional disclosures. This FASB Staff Position is effective for reporting periods (annual or interim) ending after November 15, 2008.

12. SUBSEQUENT DISTRIBUTION

On November 21, 2008, the Fund declared distributions from net investment income of $0.50 per share payable on January 2, 2009 to shareholders of record on December 15, 2008.

 

 

22

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and Shareholders

Evergreen Global Dividend Opportunity Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Evergreen Global Dividend Opportunity Fund as of October 31, 2008 and the related statement of operations for the year then ended, statements of changes in net assets for the year ended October 31, 2008 and the period from March 28, 2007 (commencement of operations) to October 31, 2007 and the financial highlights for the year ended October 31, 2008 and the period from March 28, 2007 to October 31, 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2008 by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Evergreen Global Dividend Opportunity Fund as of October 31, 2008, the results of its operations, changes in its net assets and financial highlights for each of the years or periods described above, in conformity with U.S. generally accepted accounting principles.

 


Boston, Massachusetts

January 16, 2009

 

 

23

 


AUTOMATIC DIVIDEND REINVESTMENT PLAN (unaudited)

All shareholders are eligible to participate in the Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions arc automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering the Plan (“Plan Agent”), in additional 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. 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 shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market (open market purchases) on the New York Stock Exchange or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the shares is equal to or less than the market price per 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 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.

 

 

24

 


ADDITIONAL INFORMATION (unaudited)

FEDERAL TAX DISTRIBUTIONS

For corporate shareholders, 51.22% of ordinary income dividends paid during the fiscal year ended October 31, 2008 qualified for the dividends received deduction.

With respect to dividends paid from investment company taxable income during the fiscal year ended October 31, 2008, the Fund designates 60.51% of ordinary income and any short-term capital gain distributions as Qualified Dividend Income in accordance with the Internal Revenue Code. Complete 2008 year-end tax information will be reported on your 2008 Form 1099-DIV, which shall be provided to you in early 2009.

 

 

25

 


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 determines whether to approve the continuation of the Fund’s investment advisory agreements. In September 2008, 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, Crow Point Partners, LLC (the “Sub-Advisor”), or EIMC (the “independent Trustees”), approved the continuation of the Fund’s investment advisory agreements. (References below to the “Fund” are to Evergreen Global Dividend Opportunity 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. The description below refers in many cases to the Trustees’ process for considering, and conclusions regarding, all of the funds’ agreements. In all of its deliberations, the Board of Trustees and the independent Trustees were advised by independent counsel to the independent Trustees and counsel to the funds.

The review process.In connection with its review of the funds’ investment advisory agreements, the Board of Trustees requests and evaluates, and EIMC and any sub-advisors furnish, such information as the Trustees consider to be reasonably necessary in the circumstances. The Trustees began their 2008 review process at the time of the last advisory contract-renewal process in September 2007. In the course of their 2007 review, the Trustees identified a number of funds that had experienced either short-term or longer-term performance issues. During the 2008 review process, the Trustees monitored each of these funds in particular for changes in performance and for the results of any changes in a fund’s investment process or investment team. In addition, during the course of the year, the Trustees regularly reviewed information regarding the investment performance of all of the funds, paying particular attention to funds whose performance since September 2007 indicated short-term or longer-term performance issues.

In spring 2008, a committee of the Board of Trustees (the “Committee”), working with EIMC management, determined generally the types of information the Board would review as part of its 2008 review process and set a timeline detailing the information required and the dates for its delivery to the Trustees. The Board engaged the independent data provider Keil Fiduciary Strategies LLC (“Keil”) to provide fund-specific and industry-wide data 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 independent Trustees, the information that EIMC, the Sub-Advisor, and Keil provided. The Trustees formed small groups to review individual funds in greater detail.

 

 

26

 


ADDITIONAL INFORMATION (unaudited) continued

In addition, the Trustees considered information regarding, among other things, brokerage practices of the funds, the use of derivatives by 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 during the 2008 review process to consider the information provided by EIMC. The Committee then met with representatives of EIMC. In addition, over the period of this review, the independent Trustees discussed the continuation of the funds’ advisory agreements with representatives of EIMC and in multiple private sessions with independent legal counsel at which no personnel of EIMC were present. At a meeting of the full Board of Trustees in September, the Committee reported the results of its discussions with EIMC, and the full Board met with representatives of EIMC and engaged in further review of the materials provided to it, and approved the continuation of each of the advisory and sub-advisory agreements.

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 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 independent 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, EIMC presents a wide variety of information regarding the services it performs, 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-Advisor 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

 

 

27

 


ADDITIONAL INFORMATION (unaudited) continued

of services provided by EIMC and the Sub-Advisor. The Trustees considered a number of changes in portfolio management personnel at EIMC and its advisory affiliates in the year since September 2007. The Trustees also considered changes in personnel at the funds and EIMC, including the appointment of a new Chief Compliance Officer for the funds in June of 2007 and a new Chief Investment Officer at EIMC in August of 2008.

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 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 an independent industry consultant in reviewing the information presented to them.

The Trustees noted that, in certain cases, EIMC and/or its affiliates provide advisory services to other clients that are comparable to the advisory services they provide to certain funds. The Trustees considered the information EIMC provided regarding the rates at which those other clients pay advisory fees to EIMC or its affiliates for such services. Fees charged to those other clients were generally lower than those charged to the respective funds. In respect of these other accounts, EIMC noted that the compliance, reporting, and other legal burdens of providing investment advice to mutual funds generally exceed those required to provide advisory services to non-mutual fund clients such as retirement or pension plans. The Trustees also considered the investment performance of those other accounts managed by EIMC and its affiliates, where applicable, and concluded that the performance of those accounts did not suggest any substantial difference in the quality of the service provided by EIMC and its affiliates to those accounts.

The Trustees considered the transfer agency fees paid by the funds to an affiliate of EIMC. They reviewed information presented to them showing that the transfer agency fees charged to the funds were generally consistent with industry norms.

The Trustees also considered that 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 considered administrative fees paid by the funds and those other mutual funds. The Board considered that EIS, an affiliate of EIMC, 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 the funds pay sub-transfer agency fees to various financial institutions that hold fund shares in omnibus accounts, and that Wachovia Securities, LLC and its affiliates receive

 

 

28

 


ADDITIONAL INFORMATION (unaudited) continued

such payments from the funds in respect of client accounts they hold in omnibus arrangements, and that an affiliate of EIMC receives fees for administering the sub-transfer agency payment program. In reviewing the services provided by an affiliate of EIMC, the Trustees noted that an affiliate of EIMC had won recognition from Dalbar customer service each year since 1998, and also won recognition from National Quality Review for customer service and for accuracy in processing transactions in 2008. They also considered that Wachovia Securities, LLC and its affiliates receive distribution-related fees and shareholder servicing payments (including amounts derived from payments under the funds’ Rule 12b-1 plans) in respect of shares sold or held through it. The Trustees also noted that an affiliate of EIMC receives compensation for serving as a securities lending agent for a number of the funds.

In the period leading up to the Trustees’ approval of continuation of the investment advisory agreements, the Trustees were mindful of the financial condition of Wachovia Corporation (“Wachovia”), EIMC’s parent company. They considered the possibility that a significant adverse change in Wachovia’s financial condition could impair the ability of EIMC or its affiliates to perform services for the funds at the same level as in the past. The Trustees concluded that any change in Wachovia’s financial condition had not to date had any such effect, but determined to monitor EIMC’s and its affiliates’ performance, and financial conditions generally, going forward in order to identify any such impairment that may develop and to take appropriate action.

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-Advisor 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-Advisor 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

 

 

29

 


ADDITIONAL INFORMATION (unaudited) continued

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-Advisor and EIMC, including services provided by EIMC 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 noted that the Fund had recently commenced operations.

The Trustees discussed each fund’s performance with representatives of EIMC. In each instance where a fund experienced a substantial period of underperformance relative to its benchmark index and/or the non-Evergreen fund peers against which the Trustees compared the fund’s performance, the Trustees considered EIMC’s explanation of the reasons for the relative underperformance and the steps being taken to address the relative underperformance. The Trustees also noted that EIMC had appointed a new Chief Investment Officer in August of 2008 who had not yet had sufficient time to evaluate and direct remedial efforts with respect to funds that have experienced a substantial period of relative underperformance. The Trustees emphasized that the continuation of the investment advisory agreement for a fund should not 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. The Trustees noted that the management fee paid by the Fund was near the average of the management fees paid by the non-Evergreen funds against which the Trustees compared the Fund’s management fee, and at the median of that group, 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 was not making a continuous offering of its shares, the likelihood of economies of scale following the Fund’s initial offering was relatively low, although they determined to

 

 

30

 


ADDITIONAL INFORMATION (unaudited) continued

continue to monitor the Fund’s expense ratio and the profitability of the investment advisory agreements to EIMC 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.

Matters Relating to Approval of Interim Investment Advisory and Sub-Advisory Agreements. Following the Trustees’ approval of the continuation of the funds’ investment advisory agreements, Wells Fargo & Company (“Wells Fargo”) announced that it had agreed to acquire Wachovia in a whole company transaction that will include all of Wachovia’s banking and other businesses, including EIMC. As a result of this transaction, the funds’ investment advisory and sub-advisory agreements were expected to terminate. Accordingly, on October 20, 2008 the Board of Trustees approved interim investment advisory and sub-advisory agreements for the funds. In approving these interim advisory arrangements, the Trustees noted EIMC’s representation that the scope and quality of the services provided to the funds during the term of the interim contracts would be at least equivalent to the scope and quality of the services provided under the previous advisory agreements and that the terms of the interim agreements are substantially similar to the funds’ previous advisory agreements except that the interim agreements will be in effect for a period of no more than 150 days and certain advisory fees will be placed in escrow until new advisory agreements are approved.

 

 

31

 


TRUSTEES AND OFFICERS

 

TRUSTEES1

 

 

Charles A. Austin III
Trustee
DOB: 10/23/1934
Term of office since: 1991
Other directorships: None

 

Investment Counselor, Anchor Capital Advisors, LLC. (investment advice); Director, The Andover Companies (insurance); Trustee, Arthritis Foundation of New England; Former Director, The Francis Ouimet Society (scholarship program); Former Director, Executive Vice President and Treasurer, State Street Research & Management Company (investment advice)




K. Dun Gifford
Trustee
DOB: 10/23/1938
Term of office since: 1974
Other directorships: None

 

Chairman and President, Oldways Preservation and Exchange Trust (education); Trustee, Chairman of the Finance Committee, Member of the Executive Committee, and Former Treasurer, Cambridge College




Dr. Leroy Keith, Jr.
Trustee
DOB: 2/14/1939
Term of office since: 1983
Other directorships: Trustee,
Phoenix Fund Complex
(consisting of 53 portfolios
as of 12/31/2007)

 

Managing Director, Almanac Capital Management (commodities firm); Trustee, Phoenix Fund Complex; Director, Diversapack Co. (packaging company); Former Partner, Stonington Partners, Inc. (private equity fund); Former Director, Obagi Medical Products Co.; Former Director, Lincoln Educational Services




Carol A. Kosel1
Trustee
DOB: 12/25/1963
Term of office since: 2008
Other directorships: None

 

Former Consultant to the Evergreen Boards of Trustees; Former Vice President and Senior Vice President, Evergreen Investments, Inc.; Former Treasurer, Evergreen Funds; Former Treasurer, Vestaur Securities Fund




Gerald M. McDonnell
Trustee
DOB: 7/14/1939
Term of office since: 1988
Other directorships: None

 

Former Manager of Commercial Operations, CMC Steel (steel producer)




Patricia B. Norris
Trustee
DOB: 4/9/1948
Term of office since: 2006
Other directorships: None

 

President and Director of Buckleys of Kezar Lake, Inc. (real estate company); Former President and Director of Phillips Pond Homes Association (home community); Former Partner, PricewaterhouseCoopers, LLP (independent registered public accounting firm)




William Walt Pettit2
Trustee
DOB: 8/26/1955
Term of office since: 1988
Other directorships: None

 

Partner and Vice President, Kellam & Pettit, P.A. (law firm); Director, Superior Packaging Corp. (packaging company); Member, Superior Land, LLC (real estate holding company), Member, K&P Development, LLC (real estate development); Former Director, National Kidney Foundation of North Carolina, Inc. (non-profit organization)




David M. Richardson
Trustee
DOB: 9/19/1941
Term of office since: 1982
Other directorships: None

 

President, Richardson, Runden LLC (executive recruitment advisory services); Director, J&M Cumming Paper Co. (paper merchandising); Trustee, NDI Technologies, LLP (communications); Former Consultant, AESC (The Association of Executive Search Consultants)




Dr. Russell A. Salton III
Trustee
DOB: 6/2/1947
Term of office since: 1984
Other directorships: None

 

President/CEO, AccessOne MedCard, Inc.




 

 

32

 


TRUSTEES AND OFFICERS continued

 

Michael S. Scofield
Trustee
DOB: 2/20/1943
Term of office since: 1984
Other directorships: None

 

Retired Attorney, Law Offices of Michael S. Scofield; Former Director and Chairman, Branded Media Corporation (multi-media branding company)




Richard J. Shima
Trustee
DOB: 8/11/1939
Term of office since: 1993
Other directorships: None

 

Independent Consultant; Director, Hartford Hospital; Trustee, Greater Hartford YMCA; Former Director, Trust Company of CT; Former Director, Old State House Association; Former Trustee, Saint Joseph College (CT)




Richard K. Wagoner, CFA3
Trustee
DOB: 12/12/1937
Term of office since: 1999
Other directorships: None

 

Member and Former President, North Carolina Securities Traders Association; Member, Financial Analysts Society




OFFICERS

 

 

Dennis H. Ferro4
President
DOB: 6/20/1945
Term of office since: 2003

 

Principal occupations: President and Chief Executive Officer, Evergreen Investment Company, Inc. and Executive Vice President, Wachovia Bank, N.A.; former Chief Investment Officer, Evergreen Investment Company, Inc.




Kasey Phillips5
Treasurer
DOB: 12/12/1970
Term of office since: 2005

 

Principal occupations: Senior Vice President, Evergreen Investment Management Company, LLC; Former Vice President, Evergreen Investment Services, Inc.; Former Assistant Vice President, Evergreen Investment Services, Inc.




Michael H. Koonce5
Secretary
DOB: 4/20/1960
Term of office since: 2000

 

Principal occupations: Senior Vice President and General Counsel, Evergreen Investment Services, Inc.; Secretary, Senior Vice President and General Counsel, Evergreen Investment Management Company, LLC and Evergreen Service Company, LLC; Senior Vice President and Assistant General Counsel, Wachovia Corporation




Robert Guerin5
Chief Compliance Officer
DOB: 9/20/1965
Term of office since: 2007

 

Principal occupations: Chief Compliance Officer, Evergreen Funds and Senior Vice President of Evergreen Investments Co., Inc.; Former Managing Director and Senior Compliance Officer, Babson Capital Management LLC; Former Principal and Director, Compliance and Risk 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 serves a three-year term concurrent with the class from which the Trustee is elected. Each Trustee, except Ms. Kosel, oversaw 94 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

It is possible that Mr. Pettit may be viewed as an “interested person” of the Fund, as defined in the 1940 Act, because of his law firm’s representation of affiliates of Wells Fargo & Company (“Wells Fargo”). Wells Fargo and Wachovia Corporation announced on October 3, 2008 that Wells Fargo agreed to acquire Wachovia Corporation in a whole company transaction that will include the Fund’s investment advisor, EIMC. The Trustees are treating Mr. Pettit as an interested trustee for the time being.

3

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.

4

The address of the Officer is 401 S. Tryon Street, 20th Floor, Charlotte, NC 28288.

5

The address of the Officer is 200 Berkeley Street, Boston, MA 02116.

 

 

33

 



581472 rv2 12/2008

 

 


Item 2 - Code of Ethics

(a) The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer and principal financial officer.

(b) During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in 2.(a) above.

(c) During the period covered by this report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in 2.(a) above.

Item 3 - Audit Committee Financial Expert

Charles A. Austin III and Patricia B. Norris have been determined by the Registrant's Board of Trustees to be audit committee financial experts within the meaning of Section 407 of the Sarbanes-Oxley Act. These financial experts are independent of management.

Items 4 – Principal Accountant Fees and Services

The following table represents fees for professional audit services rendered by KPMG LLP, for the audits of the Registrant’s annual financial statements for the fiscal years ended October 31, 2008 and October 31, 2007, and fees billed for other services rendered by KPMG LLP.

    2008   2007        
Audit fees   $   69,800       $   0
Audit-related fees       0           0
Tax fees       0           0
Non-audit fees (1)       912,374           0
All other fees       0           0

§     

Non-audit fees consists of the aggregate fees for non-audit services rendered to the Fund, EIMC (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and EIS.

Evergreen Funds
Evergreen Income Advantage Fund
Evergreen Managed Income Fund
Evergreen Utilities and High Income Fund
Evergreen International Balanced Income Fund
Evergreen Global Dividend Opportunity Fund

Audit and Non-Audit Services Pre-Approval Policy

I. Statement of Principles

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Trustees/Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditor’s independence from the Funds. To implement these provisions of the Act, the Securities and Exchange Commission (the “SEC”) has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor. Accordingly, the Audit Committee has adopted, and the Board of Trustees/Directors has ratified, the Audit and Non-Audit Services Pre Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved.


The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee (“specified pre-approval”). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the independent auditor. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Funds’ business people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Funds’ ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative.

The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the ratio between the total amount of fees for Audit, Audit-related and Tax services and the total amount of fees for certain permissible non-audit services classified as All Other services.

The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add or subtract to the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of this Policy is to set forth the procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent auditor to management.

The independent auditor has reviewed this Policy and believes that implementation of the policy will not adversely affect the auditor’s independence.

II. Delegation

As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions of the Audit Committee at its next scheduled meeting.

III. Audit Services

The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. Audit services also include the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund service providers or other items.

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the


independent auditor reasonably can provide. Other Audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with mergers or acquisitions.

IV. Audit-related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Funds’ financial statements or that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, due diligence services pertaining to potential business acquisitions/dispositions; accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.

V. Tax Services

The Audit Committee believes that the independent auditor can provide Tax services to the Funds such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those Tax services that have historically been provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with the SEC’s rules on auditor independence. The Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Director of Fund Administration, the Vice President of Tax Services or outside counsel to determine that the tax planning and reporting positions are consistent with this policy.

All Tax services involving large and complex transactions must be specifically pre-approved by the Audit Committee, including: tax services proposed to be provide by the independent auditor to any executive officer or director of the Funds, in his or her individual capacity, where such services are paid for by the Funds or the investment advisor.

VI. All Other Services

The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of the SEC’s prohibited non-audit services and the applicability of exceptions to certain of the prohibitions.

VII. Pre-Approval Fee Levels or Budgeted Amounts

Pre-approval fee levels or budgeted amounts for all services to be provided by the independent auditor will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine to ratio between the total amount of fees for Audit, Audit-related and Tax services, and the total amount of fees for services classified as All Other services.

VIII. Procedures


All requests or applications for services to be provided by the independent auditor that do not require specific approval by the Audit Committee will be submitted to the Director of Fund Administration or Assistant Director of Fund Administration and must include a detailed description of the services to be rendered. The Director/Assistant Director of Fund Administration will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a quarterly basis (or more frequent if requested by the audit committee) of any such services rendered by the independent auditor.

Request or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Director/Assistant Director of Fund Administration, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has designated the Chief Compliance Officer to monitor the performance of all services provided by the independent auditor and to determine whether such services are in compliance with this policy. The Chief Compliance Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Chief Compliance Officer and management will immediately report to the chairman of the Audit Committee any breach of this policy that comes to the attention of the Chief Compliance Officer or any member of management.

The Audit Committee will also review the internal auditor’s annual internal audit plan to determine that the plan provides for the monitoring of the independent auditor’s services.

IX. Additional Requirements

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Funds, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Funds, the Funds’ investment advisor and related parties of the investment advisor, consistent with Independence Standards Board Standard No. 1, and discussing with the independent auditor its methods and procedures for ensuring independence.

Items 5 – Audit Committee of Listed Registrants

The Fund has a separately designated standing audit committee established in accordance with

Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee of the Fund is comprised of Russell A. Salton, III, Charles A. Austin III and the Chairman of the Committee, Patricia B. Norris, each of whom is an Independent Trustee.

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.

The Registrant has delegated the voting of proxies relating to its voting securities to its investment advisor, Evergreen Investment Management Company, LLC (the “Advisor”).

Proxy Voting Policy and Procedures

Evergreen Investment Management Company, LLC — February 1, 2007

Statement of Principles

Evergreen Investment Management Company (Evergreen) recognizes it has a fiduciary duty to vote proxies on behalf of clients who have delegated such responsibility to Evergreen, and that in all cases proxies should be voted in a manner reasonably believed to be in the clients' best interest.

Proxy Committee

Evergreen has established a proxy committee (Committee) which is a sub-committee of Evergreen's Investment Policy Committee. The Committee is responsible for approving Evergreen's proxy voting policies, procedures and guidelines, for overseeing the proxy voting process, and for reviewing proxy voting on a regular basis. The Committee will meet quarterly to review reports of all proxies voted for the prior period and to conduct other business as required.

Share Blocking

Evergreen does not vote global proxies, with share blocking restrictions, requiring shares to be prohibited from sale.

Conflicts of Interest

Evergreen recognizes that under certain circumstances it may have a conflict of interest in voting proxies on behalf of its clients. Such circumstances may include, but are not limited to, situations where Evergreen or one or more of its affiliates has a client or customer relationship with the issuer of the security that is the subject of the proxy vote.

In most cases, structural and informational barriers within Evergreen and Wachovia Corporation will prevent Evergreen from becoming aware of the relationship giving rise to the potential conflict of interest. In such circumstances, Evergreen will vote the proxy according to its standard guidelines and procedures described above.

If persons involved in proxy voting on behalf of Evergreen become aware of a potential conflict of interest, the Committee shall consult with Evergreen's Legal Department and consider whether to implement special procedures with respect to the voting of that proxy, including whether an independent third party should be retained to vote the proxy.

Concise Domestic Proxy Voting Guidelines

The following is a concise summary of the Evergreen Investments Management Company LLC proxy voting policy guidelines for 2007.

1. Auditors

Ratifying Auditors

Vote FOR proposals to ratify auditors, unless:

§     

An auditor has a financial interest in or association with the company, and is therefore not independent;

§     

There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position; or

§     

Fees for non-audit services are excessive.

2. Board of Directors

Voting on Director Nominees in Uncontested Elections

Vote CASE-BY-CASE on director nominees, examining, but not limited to, the following factors:

§     

Composition of the board and key board committees;

§     

Attendance at board and committee meetings;

§     

Corporate governance provisions and takeover activity;

§     

Disclosures under Section 404 of the Sarbanes-Oxley Act;

§     

Long-term company performance relative to a market and peer index;

§     

Extent of the director’s investment in the company;

§     

Existence of related party transactions;

§     

Whether the chairman is also serving as CEO;

§     

Whether a retired CEO sits on the board;

§     

Number of outside boards at which a director serves.


§     

Majority vote standard for director elections without a provision to allow for plurality voting when there are more nominees than seats.

WITHHOLD from individual directors who:

§     

Attend less than 75 percent of the board and committee meetings without a valid excuse (such as illness, service to the nation, work on behalf of the company);

§     

Sit on more than six public company boards;

§     

Are CEOs of public companies who sit on the boards of more than two public companies besides their own (withhold only at their outside boards).

WITHHOLD from the entire board (except for new nominees, who should be considered on a CASE-BY-CASE basis) if:

§     

The company’s proxy indicates that not all directors attended 75% of the aggregate of their board and committee meetings, but fails to provide the required disclosure of the names of the directors involved. If this information cannot be obtained, withhold from all incumbent directors;

§     

The company’s poison pill has a dead-hand or modified dead-hand feature. Withhold every year until this feature is removed;

§     

The board adopts or renews a poison pill without shareholder approval since the beginning of 2005, does not commit to putting it to shareholder vote within 12 months of adoption or reneges on a commitment to put the pill to a vote and has not yet been withheld from for this issue;

§     

The board failed to act on a shareholder proposal that received approval by a majority of the shares outstanding the previous year;

§     

The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years;

§     

The board failed to act on takeover offers where the majority of the shareholders tendered their shares;

§     

At the previous board election, any director received more than 50 percent withhold votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold rate;

§     

The company is a Russell 3000 company that underperformed its industry group (GICS group) under the criteria discussed in the section “Performance Test for Directors”.

WITHHOLD from inside directors and affiliated outside directors when:

§     

The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;

§     

The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;

§     

The company lacks a formal nominating committee, even if board attests that the independent directors fulfill the functions of such a committee;

§     

The full board is less than majority independent.

WITHHOLD from the members of the Audit Committee if:

§     The non-audit fees paid to the auditor are excessive;


§     

A material weakness identified in the Section 404 disclosures rises to a level of serious concern; there are chronic internal control issues and an absence of established effective control mechanisms.

§     

There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

WITHHOLD from the members of the Compensation Committee if:

§     

There is a negative correlation between chief executive pay and company performance;

§     

The company reprices underwater options for stock, cash or other consideration without prior shareholder approval, even if allowed in their equity plan;

§     

The company fails to submit one-time transfers of stock options to a shareholder vote;

§     

The company fails to fulfill the terms of a burn rate commitment they made to shareholders;

§     

The company has backdated options (see “Options Backdating” policy);

§     

The company has poor compensation practices (see “Poor Pay Practices” policy). Poor pay practices may warrant withholding votes from the CEO and potentially the entire board as well.

WITHHOLD from directors, individually or the entire board, for egregious actions or failure to replace management as appropriate.

Classification/Declassification of the Board

Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal classified boards and to elect all directors annually.

Independent Chair (Separate Chair/CEO)

Generally vote FOR shareholder proposals requiring the position of chair be filled by an independent director unless there are compelling reasons to recommend against the proposal, such as a counterbalancing governance structure. This should include all of the following:

§     

Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties. (The role may alternatively reside with a presiding director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to qualify as a lead director.) At a minimum these should include:

  §     

Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors,

  §     

Serving as liaison between the chairman and the independent directors,

  §     

Approving information sent to the board,

  §     

Approving meeting agendas for the board,

  §     

Approves meetings schedules to assure that there is sufficient time for discussion of all agenda items,

  §     

Having the authority to call meetings of the independent directors,

  §     

If requested by major shareholders, ensuring that he is available for consultation and direct communication;

§     

Two-thirds independent board;

§     

All-independent key committees;

§     

Established governance guidelines;

§     

The company does not under-perform its peers.


Majority Vote Shareholder Proposals

Generally vote FOR precatory and binding resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats. Companies are strongly encouraged to also adopt a post-election policy (also know as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

3. Proxy Contests

Voting for Director Nominees in Contested Elections

Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:

§     

Long-term financial performance of the target company relative to its industry;

§     

Management’s track record;

§     

Background to the proxy contest;

§     

Qualifications of director nominees (both slates);

§     

Strategic plan of dissident slate and quality of critique against management;

§     

Likelihood that the proposed goals and objectives can be achieved (both slates);

§     

Stock ownership positions.

Reimbursing Proxy Solicitation Expenses

Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy solicitation expenses associated with the election.

4. Takeover Defenses

Poison Pills

Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:

§     

Shareholders have approved the adoption of the plan; or

§     

The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e. the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within twelve months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.

Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of less than one year after adoption. If the company has no non-shareholder approved poison pill in place and has adopted a policy with the provisions outlined above, vote AGAINST the proposal. If these conditions are not met, vote FOR the proposal, but with the caveat that a vote within twelve months would be considered sufficient.

Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:


§     

No lower than a 20 percent trigger, flip-in or flip-over;

§     

A term of no more than three years;

§     

No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;

§     

Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, ten percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

Supermajority Vote Requirements

Vote AGAINST proposals to require a supermajority shareholder vote.

Vote FOR proposals to lower supermajority vote requirements.

5. Mergers and Corporate Restructurings

For mergers and acquisitions, review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

§     

Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.

§     

Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

§     

Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

§     

Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders.

 

Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.

§     

Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger.

§     

Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

6. State of Incorporation

Reincorporation Proposals

Vote CASE-BY-CASE on proposals to change a company's state of incorporation, taking into consideration both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, comparative economic benefits, and a comparison of the jurisdictional laws. Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

7. Capital Structure

Common Stock Authorization


Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance. Vote FOR proposals to approve increases beyond the allowable increase when a company's shares are in danger of being de-listed or if a company's ability to continue to operate as a going concern is uncertain. In addition, for capital requests less than or equal to 300 percent of the current authorized shares that marginally fail the calculated allowable cap (i.e., exceed the allowable cap by no more than 5 percent), on a CASE-BY-CASE basis, vote FOR the increase based on the company's performance and whether the company’s ongoing use of shares has shown prudence.

Issue Stock for Use with Rights Plan

Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill).

Preferred Stock

Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights ("blank check" preferred stock). Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

Vote FOR proposals to create "de-clawed" blank check preferred stock (stock that cannot be used as a takeover defense). Vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable. Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company's industry and performance in terms of shareholder returns.

8. Executive and Director Compensation

Poor Pay Practices

WITHHOLD from compensation committee members, CEO, and potentially the entire board, if the company has poor compensation practices, such as:

§     

Egregious employment contracts (e.g., those containing multi-year guarantees for bonuses and grants);

§     

Excessive perks that dominate compensation (e.g., tax gross-ups for personal use of corporate aircraft);

§     

Huge bonus payouts without justifiable performance linkage or proper disclosure;

§     

Performance metrics that are changed (e.g., canceled or replaced during the performance period without adequate explanation of the action and the link to performance);

§     

Egregious pension/SERP (supplemental executive retirement plan) payouts (e.g., the inclusion of additional years of service not worked or inclusion of performance-based equity awards in the pension calculation);

§     

New CEO awarded an overly generous new hire package (e.g., including excessive “make whole” provisions or any of the poor pay practices listed in this policy);

§     

Excessive severance provisions (e.g., including excessive change in control payments);

§     

Change in control payouts without loss of job or substantial diminution of job duties;

§     

Internal pay disparity;

§     

Options backdating (covered in a separate policy); and

Equity Compensation Plans

Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the plan if:

§     

The total cost of the company’s equity plans is unreasonable;

§     

The plan expressly permits the repricing of stock options without prior shareholder approval;

§     

There is a disconnect between CEO pay and the company’s performance;


§     

The company’s three year burn rate exceeds the greater of 2 percent and the mean plus 1 standard deviation of its industry group; or

§     

The plan is a vehicle for poor pay practices.

Director Compensation

Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the cost of the plans against the company’s allowable cap. Vote for the plan if ALL of the following qualitative factors in the board’s compensation plan are met and disclosed in the proxy statement:

§     

Stock ownership guidelines with a minimum of three times the annual cash retainer.

§     

Vesting schedule or mandatory holding/deferral period:

  §     

A minimum vesting of three years for stock options or restricted stock; or

  §     

Deferred stock payable at the end of a three-year deferral period.

§     

A balanced mix between cash and equity. If the mix is heavier on equity, the vesting schedule or deferral period should be more stringent, with the lesser of five years or the term of directorship.

§     

No retirement/benefits and perquisites for non-employee directors; and

§     

A table with a detailed disclosure of the cash and equity compensation for each non-employee director for the most recent fiscal year.

Employee Stock Purchase Plans--Qualified Plans

Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR plans if:

§     

Purchase price is at least 85 percent of fair market value;

§     

Offering period is 27 months or less; and

§     

The number of shares allocated to the plan is ten percent or less of the outstanding shares.

Employee Stock Purchase Plans--Non-Qualified Plans

Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR plans with:

§     

Broad-based participation (i.e., all employees with the exclusion of individuals with 5 percent or more of beneficial ownership of the company);

§     

Limits on employee contribution (a fixed dollar amount or a percentage of base salary);

§     

Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value;

§     

No discount on the stock price on the date of purchase since there is a company matching contribution.

Options Backdating

In cases where a company has practiced options backdating, WITHHOLD on a CASE-BY-CASE basis from the members of the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. WITHHOLD from the compensation committee members who oversaw the questionable options grant practices or from current compensation committee members who fail to respond to the issue proactively, depending on several factors, including, but not limited to:


§     

Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

§     

Length of time of options backdating;

§     

Size of restatement due to options backdating;

§     

Corrective actions taken by the board or compensation committee, such as canceling or repricing backdated options, or recouping option gains on backdated grants;

§     

Adoption of a grant policy that prohibits backdating, and creation of a fixed grant schedule or window period for equity grants going forward.

Severance Agreements for Executives/Golden Parachutes

Vote FOR shareholder proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include:

§     

A trigger beyond the control of management;

§     

The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs;

§     

Change-in-control payments should be double-triggered, i.e., (1) after a change in the company’s ownership structure has taken place, and (2) termination of the executive as a result of the change in control.

9. Corporate Responsibility

Animal Rights

Generally vote AGAINST proposals to phase out the use of animals in product testing unless:

§     

The company is conducting animal testing programs that are unnecessary or not required by regulation;

§     

The company is conducting animal testing when suitable alternatives are accepted and used at peer firms;

§     

The company has been the subject of recent, significant controversy related to its testing programs.

Generally vote FOR proposals seeking a report on the company’s animal welfare standards.

Drug Pricing and Re-importation

Generally vote AGAINST proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing. Vote CASE-BY-CASE on proposals requesting that the company evaluate their product pricing considering:

§     

The existing level of disclosure on pricing policies;

§     

Deviation from established industry pricing norms;

§     

The company’s existing initiatives to provide its products to needy consumers;

§     

Whether the proposal focuses on specific products or geographic regions.

Generally vote FOR proposals requesting that companies report on the financial and legal impact of their policies regarding prescription drug re-importation unless such information is already publicly disclosed.


Generally vote AGAINST proposals requesting that companies adopt specific policies to encourage or constrain prescription drug re-importation.

Genetically Modified Foods

Vote AGAINST proposals asking companies to voluntarily label genetically engineered (GE) ingredients in their products or alternatively to provide interim labeling and eventually eliminate GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE ingredients.

Tobacco

Most tobacco-related proposals (such as on second-hand smoke, advertising to youth and spin-offs of tobacco-related business) should be evaluated on a CASE-BY-CASE basis.

Toxic Chemicals

Generally vote FOR resolutions requesting that a company discloses its policies related to toxic chemicals. Vote CASE-BY-CASE on resolutions requesting that companies evaluate and disclose the potential financial and legal risks associated with utilizing certain chemicals. Generally vote AGAINST resolutions requiring that a company reformulate its products within a certain timeframe unless such actions are required by law in specific markets.

Arctic National Wildlife Refuge

Generally vote AGAINST request for reports outlining potential environmental damage from drilling in the Arctic National Wildlife Refuge (ANWR) unless:

§     

New legislation is adopted allowing development and drilling in the ANWR region;

§     

The company intends to pursue operations in the ANWR; and

§     

The company has not disclosed an environmental risk report for its ANWR operations.

Concentrated Area Feeding Operations (CAFOs)

Vote FOR resolutions requesting that companies report to shareholders on the risks and liabilities associated with CAFOs unless:

§     

The company has publicly disclosed guidelines for its corporate and contract farming operations, including compliance monitoring; or

§     

The company does not directly source from CAFOs.

Global Warming and Kyoto Protocol Compliance

Generally vote FOR proposals requesting a report on greenhouse gas emissions from company operations and/or products unless this information is already publicly disclosed or such factors are not integral to the company’s line of business. Generally vote AGAINST proposals that call for reduction in greenhouse gas emissions by specified amounts or within a restrictive time frame unless the company lags industry standards and has been the subject of recent, significant fines or litigation resulting from greenhouse gas emissions.

Generally vote FOR resolutions requesting that companies outline their preparations to comply with standards established by Kyoto Protocol signatory markets unless:

§     

The company does not maintain operations in Kyoto signatory markets;

§     

The company already evaluates and substantially discloses such information; or,

§     

Greenhouse gas emissions do not significantly impact the company’s core businesses.

Political Contributions

Vote CASE-BY-CASE on proposals to improve the disclosure of a company's political contributions considering: any recent significant controversy or litigation related to the company’s political contributions or governmental affairs; and the public availability of a policy on political contributions. Vote AGAINST proposals barring the company from making political contributions.

Link Executive Compensation to Social Performance


Vote CASE-BY-CASE on proposals to review ways of linking executive compensation to social factors, such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, predatory lending, and executive/employee pay disparities.

Outsourcing/Offshoring

Vote CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing, considering: the risks associated with certain international markets; the utility of such a report; and the existence of a publicly available code of corporate conduct that applies to international operations.

Human Rights Reports

Vote CASE-BY-CASE on requests for reports detailing the company’s operations in a particular country and on proposals to implement certain human rights standards at company facilities or those of its suppliers and to commit to outside, independent monitoring.

10. Mutual Fund Proxies

Election of Directors

Vote CASE-BY-CASE on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee.

Converting Closed-end Fund to Open-end Fund

Vote CASE-BY-CASE on conversion proposals, considering the following factors:

§     

Past performance as a closed-end fund;

§     

Market in which the fund invests;

§     

Measures taken by the board to address the discount; and

§     

Past shareholder activism, board activity, and votes on related proposals.

Establish Director Ownership Requirement

Generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

Reimburse Shareholder for Expenses Incurred

Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote FOR the reimbursement of the solicitation expenses.

Concise Global Proxy Voting Guidelines

Following is a concise summary of general policies for voting global proxies. In addition, country- and market-specific policies, which are not captured below.

Financial Results/Director and Auditor Reports

Vote FOR approval of financial statements and director and auditor reports, unless:

§     

there are concerns about the accounts presented or audit procedures used; or

§     

the company is not responsive to shareholder questions about specific items that should be publicly disclosed.

Appointment of Auditors and Auditor Compensation

Vote FOR the reelection of auditors and proposals authorizing the board to fix auditor fees, unless:

§     

there are serious concerns about the accounts presented or the audit procedures used;

§     

the auditors are being changed without explanation; or

§     

nonaudit-related fees are substantial or are routinely in excess of standard annual audit fees.


Vote AGAINST the appointment of external auditors if they have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

Appointment of Internal Statutory Auditors

Vote FOR the appointment or reelection of statutory auditors, unless:

§     

there are serious concerns about the statutory reports presented or the audit procedures used;

§     

questions exist concerning any of the statutory auditors being appointed; or

§     

the auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

Allocation of Income

Vote FOR approval of the allocation of income, unless:

§     

the dividend payout ratio has been consistently below 30 percent without adequate explanation; or

§     

the payout is excessive given the company's financial position.

Stock (Scrip) Dividend Alternative

Vote FOR most stock (scrip) dividend proposals.

Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

Amendments to Articles of Association

Vote amendments to the articles of association on a CASE-BY-CASE basis.

Change in Company Fiscal Term

Vote FOR resolutions to change a company's fiscal term unless a company's motivation for the change is to postpone its AGM.

Lower Disclosure Threshold for Stock Ownership

Vote AGAINST resolutions to lower the stock ownership disclosure threshold below five percent unless specific reasons exist to implement a lower threshold.

Amend Quorum Requirements

Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.

Transact Other Business

Vote AGAINST other business when it appears as a voting item.

Director Elections

Vote FOR management nominees in the election of directors, unless:

§     

Adequate disclosure has not been met in a timely fashion;

§     

There are clear concerns over questionable finances or restatements;

§     

There have been questionable transactions with conflicts of interest;

§     

There are any records of abuses against minority shareholder interests; and

§     

The board fails to meet minimum corporate governance standards.

Vote FOR individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.

Vote AGAINST shareholder nominees unless they demonstrate a clear ability to contribute positively to board deliberations.

Vote AGAINST individual directors if repeated absences at board meetings have not been explained (in countries where this information is disclosed).


Vote AGAINST labor representatives if they sit on either the audit or compensation committee, as they are not required to be on those committees.

Director Compensation

Vote FOR proposals to award cash fees to nonexecutive directors unless the amounts are excessive relative to other companies in the country or industry.

Vote nonexecutive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.

Vote proposals that bundle compensation for both nonexecutive and executive directors into a single resolution on a CASE-BY-CASE basis.

Vote AGAINST proposals to introduce retirement benefits for nonexecutive directors.

Discharge of Board and Management

Vote FOR discharge of the board and management, unless:

§     

there are serious questions about actions of the board or management for the year in question; or

§     

legal action is being taken against the board by other shareholders.

Vote AGAINST proposals to remove approval of discharge of board and management from the agenda.

Director, Officer, and Auditor Indemnification and Liability Provisions

Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.

Vote AGAINST proposals to indemnify auditors.

Board Structure

Vote FOR proposals to fix board size.

Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors. Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.

Share Issuance Requests

General Issuances

Vote FOR issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital.

Vote FOR issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital.

Specific Issuances

Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

Increases in Authorized Capital

Vote FOR nonspecific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

Vote FOR specific proposals to increase authorized capital to any amount, unless:

§     

the specific purpose of the increase (such as a share-based acquisition or merger) does not meet established guidelines for the purpose being proposed; or

§     

the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances

Vote AGAINST proposals to adopt unlimited capital authorizations.

Reduction of Capital

Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.

Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.

Capital Structures


Vote FOR resolutions that seek to maintain or convert to a one share, one vote capital structure.

Vote AGAINST requests for the creation or continuation of dual class capital structures or the creation of new or additional supervoting shares.

Preferred Stock

Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets established guidelines on equity issuance requests.

Vote AGAINST the creation of a new class of preference shares that would carry superior voting rights to the common shares.

Vote AGAINST the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid.

Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.

Debt Issuance Requests

Vote nonconvertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights. Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets established guidelines on equity issuance requests.

Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.

Pledging of Assets for Debt

Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.

Increase in Borrowing Powers

Vote proposals to approve increases in a company's borrowing powers on a CASE-BY-CASE basis.

Share Repurchase Plans

Vote FOR share repurchase plans, unless:

§     

clear evidence of past abuse of the authority is available; or

§     

the plan contains no safeguards against selective buybacks.

Reissuance of Shares Repurchased

Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.

Capitalization of Reserves for Bonus Issues/Increase In Par Value

Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value.

Reorganizations/Restructurings

Vote reorganizations and restructurings on a CASE-BY-CASE basis.

Mergers and Acquisitions

Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:

For every M&A analysis, we review publicly available information as of the date of the report and evaluates the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

§     

Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, we place emphasis on the offer premium, market reaction, and strategic rationale.

§     

Market reaction - How has the market responded to the proposed deal? A negative market reaction will cause more scrutiny.


§     

Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

§     

Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? We will consider whether any special interests may have influenced these directors and officers to support or recommend the merger.

§     

Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

Vote AGAINST if the companies do not provide sufficient information upon request to make an informed voting decision.

Mandatory Takeover Bid Waivers

Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis.

Reincorporation Proposals

Vote reincorporation proposals on a CASE-BY-CASE basis.

Expansion of Business Activities

Vote FOR resolutions to expand business activities unless the new business takes the company into risky areas.

Related-Party Transactions

Vote related-party transactions on a CASE-BY-CASE basis.

Compensation Plans

Vote compensation plans on a CASE-BY-CASE basis.

Antitakeover Mechanisms

Vote AGAINST all antitakeover proposals unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.

Shareholder Proposals

Vote all shareholder proposals on a CASE-BY-CASE basis.

Vote FOR proposals that would improve the company's corporate governance or business profile at a reasonable cost.

Vote AGAINST proposals that limit the company's business activities or capabilities or result in significant costs being incurred with little or no benefit.

Item 8 – Portfolio Managers of Closed-End Management Investment Companies. PORTFOLIO MANAGERS

Timothy P. O’Brien, CFA is a co-founder and principal at Crow Point. Prior to founding Crow Point, he was a Senior Portfolio Manager and Managing Director at EIMC.

Joseph Desantis is a Chief Investment Officer and Managing Director with Evergreen’s Fundamental Equity group. Prior to joining Evergreen in 2005, Joe served as a Managing Director and Head of Equities-Americas with Deutsche Asset Management in New York (2000-2005).

Tim Stevenson, CFA, CMT is a Managing Director and the Head of Evergreen’s Derivative and Alternative Strategies group. Tim has been with Evergreen or one of its predecessor firms since 1994. Prior to assuming his current responsibilities, Tim serves as the Head of the Special Equity Group (2002-2005), the Head of Quantitative Equity Strategies Group (2001-2002), the Head of Equity Investments for the Evergreen Institutional Asset Management Company (2000-2001) and as President and CIO of Meridian Investment Company, a wholly owned subsidiary of Evergreen (1999-2001). Additionally, he


managed the First Union Market Neutral Trust, a hedge fund (1998-2000) and the Select Strategic Growth Fund (1994-1997).

Gary Li is a Director and Senior Derivatives Analyst with Evergreen’s Derivative and Alternative Strategies group. He has been with Evergreen since 2006. Previously, he served as a Director of Quantitative Research-Derivatives Trading with SunTrust CIB (2005-2006), as a Senior Quantitative Analyst with Evergreen Investments (2003-2005), as an Equity Derivative Analyst with First Union National Bank (1998-2002) and as a Senior Credit Analyst with Bank One (1996-1998)

David E. Phillips, CFA is a Director and Senior Derivatives Analyst with Evergreen’s Derivative and Alternative Strategies group. He has been with Evergreen since 2006. Previously, David served as the Head of Equities with Eastover Capital Management (2002-2005), as an Analyst with Evergreen Private Asset Management (1998-2002), as Assistant Director of Equities with Retirement Systems of Alabama (1997-1998) and as an Accounting Officer and Financial Analyst with Town North Bank (1994-1997).

Other Funds and Accounts Managed. The following table provides information about the registered investment companies and other pooled investment vehicles and accounts managed by the portfolio managers of the Fund as of the Fund’s most recent fiscal year ended October 31, 2008.

        (Assets in
Portfolio Manager       thousands)
Joseph DeSantis   Assets of registered investment companies managed        
           Evergreen International Balanced Income Fund   $   160,566
           Evergreen Global Dividend Opportunity Fund       575,987
           TOTAL   $   736,553
           Those subject to performance fee   $   565,023
    Number of other pooled investment vehicles managed       0
           Assets of other pooled investment vehicles managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0
    Number of separate accounts managed       0
           Assets of separate accounts managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0
Timothy O’Brien   Assets of registered investment companies managed        
           Evergreen Utilities and High Income Fund*   $   103,813
           Evergreen Utility and Telecommunications Fund       423,426
           Evergreen Global Dividend Opportunity Fund*       575,987
           TOTAL   $   1,103,226
           Those subject to performance fee   $   565,023
    Number of other pooled investment vehicles managed       0
           Assets of other pooled investment vehicles managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0
    Number of separate accounts managed       0
           Assets of separate accounts managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0

* Mr. O’Brien is not fully responsible for the management of the entire portfolios of the Evergreen Utilities and High Income Fund and the Evergreen Global Dividend Opportunity Fund. As of October 31, 2008, he was responsible only for approximately $623.8 million of the $679.8 million in assets in these funds.


        (Assets in
Portfolio Manager       thousands)
David Phillips   Assets of registered investment companies managed        
    Evergreen Global Dividend Opportunity Fund*   $   575,987
           TOTAL   $   575,987
           Those subject to performance fee   $   565,023
    Number of other pooled investment vehicles managed       0
           Assets of other pooled investment vehicles managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0
    Number of separate accounts managed       0
           Assets of separate accounts managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee       0
           * Mr. Phllips is not fully responsible for the management of the        
           entire Evergreen Global Dividend Opportunity Fund. As of        
           October 31, 2008, he was responsible only for approximately $11.0        
           million of the $576.0 million in assets in this fund.        
Gary Li   Assets of registered investment companies managed        
    Evergreen Global Dividend Opportunity Fund*   $   575,987
           TOTAL   $   575,987
           Those subject to performance fee   $   565,023
    Number of other pooled investment vehicles managed       0
           Assets of other pooled investment vehicles managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0
    Number of separate accounts managed       0
           Assets of separate accounts managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee       0
           * Mr. Li is not fully responsible for the management of the entire        
           Evergreen Global Dividend Opportunity Fund. As of October 31,        
           2008, he was responsible only for approximately $11.0 million of        
           the $576.0 million in assets in this fund.        
Tim Stevenson   Assets of registered investment companies managed        
    Evergreen Global Dividend Opportunity Fund*   $   575,987
           TOTAL   $   575,987
           Those subject to performance fee   $   565,023
    Number of other pooled investment vehicles managed       0
           Assets of other pooled investment vehicles managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee   $   0
    Number of separate accounts managed       0
           Assets of separate accounts managed   $   0
           Number of those subject to performance fee       0
           Assets of those subject to performance fee       0
           * Mr. Stevenson is not fully responsible for the management of the        
           entire Evergreen Global Dividend Opportunity Fund. As of        
           October 31, 2008, he was responsible only for approximately $11.0        
           million of the $576.0 million in assets in this fund.        

Conflicts of Interest. EIMC. Portfolio managers generally face two types of conflicts of interest: (1) conflicts between and among the interests of the various accounts they manage, and (2) conflicts between


the interests of the accounts they manage and their own personal interests. The policies of EIMC require that portfolio managers treat all accounts they manage equitably and fairly in the face of such real or potential conflicts.

     The management of multiple Funds and other accounts may require the portfolio manager to devote less than all of his or her time to a Fund, particularly if the Funds and accounts have different objectives, benchmarks and time horizons. The portfolio manager may also be required to allocate his or her investment ideas across multiple Funds and accounts. In addition, if a portfolio manager identifies a limited investment opportunity, such as an initial public offering, that may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of that investment across all eligible Funds and accounts. Further, security purchase and sale orders for multiple accounts often are aggregated for purpose of execution. Although such aggregation generally benefits clients, it may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. It may also happen that a Fund's advisor or sub-advisor will determine that it would be in the best interest, and consistent with the investment policies, of another account to sell a security (including by means of a short sale) that a Fund holds long, potentially resulting in a decrease in the market value of the security held by the Fund.

     EIMC does not receive a performance fee for its management of the Funds, other than Evergreen Enhanced S&P 500® Fund. EIMC and/or a portfolio manager may have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Funds – for instance, those that pay a higher advisory fee and/or have a performance fee. The policies of EIMC, however, require that portfolio managers treat all accounts they manage equitably and fairly.

     As noted above, portfolio managers may also experience certain conflicts between the interests of the accounts they manage and their own personal interests (which may include interests in advantaging EIMC or a sub-advisor). The structure of a portfolio manager's or an investment advisor's compensation may create an incentive for the manager or advisor to favor accounts whose performance has a greater impact on such compensation. The portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts. Similarly, if a portfolio manager holds a larger personal investment in one Fund than he or she does in another, the portfolio manager may have an incentive to favor the Fund in which he or she holds a larger stake.

     The Evergreen funds may engage in cross trades, in which one Evergreen fund sells a particular security to another Evergreen fund or account (potentially saving transaction costs for both accounts). Cross trades may pose a potential conflict of interest if, for example, one account sells a security to another account at a higher price than an independent third party would pay.

     In general, EIMC has policies and procedures to address the various potential conflicts of interest described above. Each advisor has policies and procedures designed to ensure that portfolio managers have sufficient time and resources to devote to the various accounts they manage. Similarly, each advisor has policies and procedures designed to ensure that investments and investment opportunities are allocated fairly across accounts, and that the interests of client accounts are placed ahead of a portfolio manager's personal interests. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.

Conflicts of Interest. Crow Point. Crow Point manages other investment vehicles, including some that may have investment objectives and strategies similar to the Fund’s. The management of multiple funds and other accounts may require the portfolio manager to devote less than all of his or her time to the Fund, particularly if the other funds and accounts have different objectives, benchmarks and time horizons. The portfolio manager may also be required to allocate his or her investment ideas across multiple funds and accounts. In addition, if a portfolio manager identifies a limited investment opportunity, such as an initial public offering, that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to, for example, an allocation of that investment across all eligible funds and accounts. Further, security purchase and sale orders for multiple accounts often are


aggregated for purpose of execution. Although such aggregation generally benefits clients, it may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. It may also happen that the Fund’s advisor or subadvisor will determine that it would be in the best interest, and consistent with the investment policies, of another account to sell a security (including by means of a short sale) that the Fund holds long, potentially resulting in a decrease in the market value of the security held by the Fund.

     The structure of a portfolio manager’s or an investment advisor’s compensation may create an incentive for the portfolio manager or investment advisor to favor accounts whose performance has a greater impact on such compensation. The portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts. Similarly, if a portfolio manager holds a larger personal investment in one fund than he or she does in another, the portfolio manager may have an incentive to favor the fund in which he or she holds a larger stake.

     In general, Crow Point has policies and procedures that attempt to address the various potential conflicts of interest described above. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.

     All employees of Crow Point are bound by the company’s Code of Ethics and compliance policies and procedures. Crow Point’s chief compliance officer monitors and reviews compliance regularly. Crow Point’s Code of Ethics and compliance procedures have been reviewed and accepted by EIMC. In addition, side-by-side trading rules have been agreed between EIMC and Crow Point as part of existing sub-advisory arrangements which are intended to ensure that shareholders of the sub-advised Evergreen funds are treated equitably by Crow Point with respect to investments, trading and allocations.

Compensation. EIMC. For EIMC, portfolio managers' compensation consists primarily of a base salary and an annual bonus. Each portfolio manager's base salary is reviewed annually and adjusted based on consideration of various factors specific to the individual portfolio manager, including, among others, experience, quality of performance record and breadth of management responsibility, and a comparison to competitive market data provided by external compensation consultants.

     The annual bonus pool for portfolio managers and other employees that are eligible to receive bonuses is determined based on the overall profitability of the firm during the relevant year. Unless described in further detail below, none of the portfolio managers of the Funds has predetermined bonus arrangements. The annual bonus has an investment performance component, which accounts for a majority of the annual bonus, and a subjective evaluation component. The bonus is typically paid in a combination of cash and equity incentive awards (non-qualified stock options and/or restricted stock) in Wachovia Corporation, EIMC's publicly traded parent company. The amount of the investment performance component is based on the pre-tax investment performance of the funds and accounts managed by the individual (or one or more appropriate composites of such funds and accounts) over the prior five years compared to the performance over the same time period of an appropriate benchmark (typically a broad-based index or universe of external funds or managers with similar characteristics). See the information below relating to other funds and accounts managed by the portfolio managers for the specific benchmarks used in evaluating performance. In calculating the amount of the investment performance component, performance for the most recent year is weighted 25%, performance for the most recent three-year period is weighted 50% and performance for the most recent five-year period is weighted 25%. In general, the investment performance component is determined using a weighted average of investment performance of each product managed by the portfolio manager, with the weighting done based on the amount of assets the portfolio manager is responsible for in each such product. For example, if a portfolio manager was to manage a mutual fund with $400 million in assets and separate accounts totaling $100 million in assets, performance with respect to the mutual fund would be weighted 80% and performance with respect to the separate accounts would be weighted 20%. In certain cases, portfolio weights within the composite may differ from the actual weights as determined by assets. For example, a very small fund's weight within a composite may be increased to create a meaningful contribution.


     To be eligible for an investment performance related bonus, the time-weighted average percentile rank must be above the 50th percentile. A portfolio manager has the opportunity to maximize the investment performance component of the incentive payout by generating performance at or above the 25th percentile level.

     In determining the subjective evaluation component of the bonus, each manager is measured against predetermined objectives and evaluated in light of other discretionary considerations. Objectives are set in several categories, including teamwork, participation in various assignments, leadership, and development of staff.

     For calendar year 2008, the investment performance component of each portfolio manager's bonus will be determined based on comparisons to the benchmarks (either to the individual benchmark or one or more composites of all or some of such benchmarks) indicated below. The benchmarks may change for purposes of calculating bonus compensation for calendar year 2009.

Portfolio Manager Benchmark

Joseph Desantis

 

Lipper Large-Cap Growth Funds
Lipper Emerging Markets Funds
Lipper Global Small/Mid-Cap Growth Funds
Lipper International Multi-Cap Core Funds
Lipper Small-Cap Value Funds
Lipper Small-Cap Growth Funds
Lipper Large Cap Value Funds
Lipper Large Cap Core Funds
Lipper Large Cap Growth Funds
Lipper Multi Cap Growth Funds
Lipper Mid-Cap Growth Funds
Callan CAI SMID Cap Growth Univ
Lipper Mixed-Asset Target Alloc Consv Funds
Lipper Mixed-Asset Target Alloc Growth Funds
Lipper Health/Biotechnology Funds
Callan CAI Intl Small Cap Equity
Lipper Gold Oriented Funds
Callan CAI International Equity Core Univ
Lipper Mid-Cap Value Funds
Lipper Utility Funds


EIMC portfolio managers that manage certain privately offered pooled investment vehicles may also receive a portion of the advisory fees and/or performance fees charged by EIMC (or an affiliate of EIMC) to such clients. Unless described in further detail below, none of the portfolio managers of the Funds receives such compensation.

In addition, portfolio managers may participate, at their election, in various benefits programs, including the following:

§     

medical, dental, vision and prescription benefits,

§     

life, disability and long-term care insurance,

§     

before-tax spending accounts relating to dependent care, health care, transportation and parking, and

§      various other services, such as family counseling and employee assistance programs, prepaid ordiscounted legal services, health care advisory programs and access to discount retail services.

These benefits are broadly available to EIMC employees. Senior level employees, including many portfolio managers but also including many other senior level executives, may pay more or less than employees that are not senior level for certain benefits, or be eligible for, or required to participate in,


certain benefits programs not available to employees who are not senior level. For example, only senior level employees above a certain compensation level are eligible to participate in the Wachovia Corporation deferred compensation plan, and certain senior level employees are required to participate in the deferred compensation plan.

Compensation. Crow Point. Portfolio managers at Crow Point are paid a fixed salary and participate in the profits of the firm in proportion to their equity ownership in the firm.

Fund Holdings. The table below presents the dollar range of investment each portfolio manager beneficially holds in each Fund he or she manages as well as the dollar range of total exposure to the Evergreen family of funds (including both open-end and closed-end funds) as of the Fund’s fiscal year ended October 31, 2008. Holdings include (i) the portfolio manager's beneficial ownership in direct Evergreen fund holdings, (ii) the portfolio manager's Evergreen fund holdings through the Wachovia Corporation 401(k) plan, and (iii) the portfolio manager's Wachovia Corporation deferred compensation plan exposure to Evergreen funds.

Evergreen Global Dividend Opportunity Fund

Timothy O’Brien                        $50,001-$100,000

Joseph Desantis          $10,001-$50,000     

Tim Stevenson                           None

Gary Li                                         None

David E. Phillips                         None

Evergreen Family of Funds

Timothy O’Brien                        $50,001-$100,000

Joseph Desantis          $100,001-$500,000

Tim Stevenson                           None

Gary Li                                         None

David E. Phillips                         None


The table below presents the dollar range of total exposure to the Evergreen family of funds (including both open-end and closed-end funds) by certain members of senior management of EIMC and its affiliates that are involved in Evergreen’s mutual fund business as of December 31, 2007. Total exposure equals the sum of (i) the individual’s beneficial ownership in direct Evergreen fund holdings, plus (ii) the individual’s Evergreen fund holdings through the Wachovia Corporation 401(k) plan, plus (iii) the individual’s Wachovia Corporation deferred compensation plan exposure to Evergreen funds.

Peter Cziesko   $    100,001 – $500,000
Executive Managing Director and        
President of Global Distribution, EIMC        
  
Dennis Ferro   Over $                1,000,000
Chief Executive Officer, EIMC        
  
Richard Gershen   $    500,001 – $1,000,000
Executive Managing Director and        
Head of Business Management and        
Strategy, EIMC        
  
W. Douglas Munn   $    500,001 – $1,000,000
Chief Operating Officer, EIMC        
   
Patrick O’Brien   Over $                1,000,000
President, Institutional Division, EIMC        


Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

If applicable/not applicable at this time.

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 Registrant’s 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 (except as noted below), 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.

Registrant’s management concluded that there were material weaknesses in the Registrant’s internal control over financial reporting. The nature of the material weaknesses consisted of the Registrant not having effective review controls in place to identify errors in the processes used to value investments in securities not traded in active markets, reconciliation and review controls not being adequately designed to ensure that cash and collateral balances were accurately stated, and the Registrant not having effective monitoring controls in place to ensure that investment valuations and cash and collateral balances managed by an unaffiliated sub-advisor were accurately stated. As a result, material adjustments were made to the Registrant’s financial statements as of October 31, 2008, prior to their filing. The effects of the adjustments on the current year’s financial statements were to decrease investments in securities, at value; decrease payable for securities sold short, at value; and to decrease the change in unrealized gains and losses on investments. Additionally, adjustments were made to the per share amount for net realized and unrealized gains or losses on investments and the end of period net asset value per share reported in the financial highlights for the current year.

(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 Registrant’s internal control over financial reporting .

However, subsequent to October 31, 2008, remediation steps have been taken to enhance the Registrant’s internal controls over financial reporting to address the control weaknesses detailed above. The remediation steps include a documented review of pricing of the entire portfolio by the portfolio management team with oversight by the CIO and the Evergreen Valuation Committee, the addition of other supporting pricing controls such as tolerance checks being performed by more than one group, the enhancement of existing subsequent sales controls to include a supervisory review, and additional reconciliation procedures for cash and collateral balances. Further, management of the Fund has strengthened their monitoring controls of the unaffiliated sub advisor including clarifying the roles and responsibilities of Fund management and the sub advisor.

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 Global Dividend Opportunity Fund

By:                                                     
         W. Douglas Munn
         Principal Executive Officer
Date: January 29, 2009

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:                                                     
         W. Douglas Munn
         Principal Executive Officer
Date: January 29, 2009
  
By:                                                     
         Kasey Phillips
         Principal Financial Officer
Date: January 29, 2009