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 companys borrowing powers on a CASE-BY-CASE basis.
Share Repurchase Plans
Vote FOR share repurchase plans, unless:
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|
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:
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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.
|
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Market reaction - How has the market responded to the proposed deal? A negative market reaction will cause more scrutiny.
|
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|
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.
|
|
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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.
|
|
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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.
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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 companys corporate governance or business profile at a reasonable cost.
Vote AGAINST proposals that limit the companys 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 MANAGER
Timothy P. OBrien, 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.
Tim Stevenson, CFA, CMT
is a Managing Director and the Head of Evergreens 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 Evergreens 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)
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 manager of the Fund as of the Funds most recent period ended October 31, 2009.
Portfolio Manager
|
|
|
|
(Assets in thousands)
|
|
|
|
|
|
Timothy OBrien
|
|
Assets of registered investment companies managed
|
|
|
|
|
|
Evergreen Utilities & High Income Fund
*
|
|
$
|
103,391
|
|
|
Evergreen Utility & Telecom Fund
|
|
|
423,232
|
|
|
Evergreen Global Dividend Opportunity Fund*
|
|
|
507,651
|
|
|
TOTAL
|
|
$
|
1,034,274
|
|
|
Those subject to performance fee
|
|
$
|
503,250
|
|
|
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. OBrien is not fully responsible for the management of the entire portfolios of the Evergreen Utilities & High Income Fund and the Evergreen Global Dividend Opportunity Fund. As of October 31, 2009, he was responsible only for approximately $567.0 million of the $611.0 million in assets in these funds.
|
Gary Li
|
|
Assets of registered investment companies managed
|
|
|
|
|
|
Evergreen Global Dividend Opportunity Fund*
|
|
$
|
507,651
|
|
|
Evergreen International Balanced Income Fund*
|
|
|
186,607
|
|
|
TOTAL
|
|
$
|
694,258
|
|
|
Those subject to performance fee
|
|
$
|
503,250
|
|
|
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 portfolios of the Evergreen Global Dividend Opportunity Fund and the Evergreen International Balanced Income Fund. As of October 31, 2009, he was responsible only for approximately $6.4 million of the $694.3 million in assets in these funds.
|
Portfolio Manager
|
|
|
|
(Assets in thousands)
|
|
|
|
|
|
|
Tim Stevenson
|
|
Assets of registered investment companies managed
|
|
|
|
|
|
Evergreen Global Dividend Opportunity Fund*
|
|
$
|
507,651
|
|
|
Evergreen International Balanced Income Fund*
|
|
|
186,607
|
|
|
TOTAL
|
|
$
|
694,258
|
|
|
Those subject to performance fee
|
|
$
|
503,250
|
|
|
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 portfolios of the Evergreen Global Dividend Opportunity Fund and the Evergreen International Balanced Income Fund. As of October 31, 2009, he was responsible only for approximately $6.4 million of the $694.3 million in assets in these funds.
|
CONFLICTS OF INTEREST
EIMC, TAG
.
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 Funds 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.
Neither EIMC or TAG receives 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 managers or an investment advisors 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 and TAG have 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 managers personal interests. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.
Crow Point
. Crow Point manages other investment vehicles, including some that may have investment objectives and strategies similar to the Funds. 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 Funds 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 managers or an investment advisors 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 companys Code of Ethics and compliance policies and procedures. Crow Points chief compliance officer monitors and reviews compliance regularly. Crow Points 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
The compensation structure for EIMCs portfolio managers includes a competitive fixed base salary plus variable incentives (EIMC utilizes investment management compensation surveys as confirmation). Incentive bonuses are typically tied to pre-tax relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each accounts individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Funds
portfolio may be compared for these purposes generally are indicated in the Performance sections of the Prospectuses.
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 Funds fiscal year ended October 31, 2008. Total exposure equals the sum of (i) the portfolio managers beneficial ownership in direct Evergreen fund holdings, plus (ii) the portfolio managers Evergreen fund holdings through the Wells Fargo 401(k) plan, plus (iii) the portfolio managers Wells Fargo deferred compensation plan exposure to Evergreen funds.
Evergreen Global Dividend Opportunity Fund
|
|
Tim Stevenson
|
None
|
Gary Li
|
None
|
Timothy OBrien
|
$50,001 - $100,000
|
|
|
Evergreen Family of Funds
|
|
Tim Stevenson
|
None
|
Gary Li
|
None
|
Timothy OBrien
|
$50,001 - $100,000
|
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 Registrants board of trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item.
Item 11 - Controls and Procedures
(a)
|
The Registrants principal executive officer and principal financial officer have evaluated the Registrants 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 Registrants disclosure controls and procedures were effective, as of that date, in ensuring that information required to be
|
disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b)
|
There has been no changes in the Registrants 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 reasonably likely to affect, the Registrants internal control over financial reporting .
|
Item 12 - Exhibits
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)
|
Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
|
(b)(1)
|
Separate certifications for the Registrants 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 Registrants 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:
|
/s/ W. Douglas Munn
|
|
|
|
W. Douglas Munn
|
|
Principal Executive Officer
|
Date: December 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:
|
/s/ W. Douglas Munn
|
|
|
|
W. Douglas Munn
|
|
Principal Executive Officer
|
Date: December 29, 2009
By:
|
/s/ Kasey Phillips
|
|
|
|
Kasey Phillips
|
|
Principal Financial Officer
|
Date: December 29, 2009
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