ContractDepositary and Information Agent Agreement • December 19th, 2005 • Evergreen Utilities & High Income Fund • Massachusetts
Form of Depositary and Information Agent Agreement This Depositary and Information Agent Agreement is entered into as of this ___ day of December, 2005 by and between Evergreen Utilities and High Income Fund, a company organized and existing under the laws of the State of Delaware (the “Company”) and Computershare Shareholder Services Inc., a Delaware corporation (the “Depositary”). WHEREAS, the Company is making a tender offer (hereinafter referred to, together with any amendment or extensions thereto, as the “Tender Offer”) to purchase 468,544 outstanding shares of Evergreen Utilities and High Income Fund Common Stock, no par value (the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 19, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (“Letter of Transmittal”), including the instructions set forth therein. WHEREAS, the Tender Offer is being made on or about December 19, 2005, and will expire at 5:00 p
