<DOCUMENT>
<TYPE>EX-99.2A 1
<SEQUENCE>3
<FILENAME>certoftrust.txt
<TEXT>
                                STATE OF DELAWARE

                SECOND AMENDED AND RESTATED CERTIFICATE OF TRUST

                                       OF

                        EVERGREEN INCOME OPPORTUNITY FUND


     This Second Amended and Restated  Certificate of Trust is being executed as
of the 24th day of April 2003 for the  purpose of  amending  and  restating  the
Certificate of Trust of the Evergreen  Income  Opportunity  Fund which was filed
with the Secretary of State of the State of Delaware on April 14, 2003. Prior to
April  14,  2003,  the  Evergreen  Income  Opportunity  Fund had been  named the
Evergreen Income Fund. The Certificate of Trust of the Evergreen Income Fund was
filed with the Secretary of State of the State of Delaware on April 10, 2003.

         The undersigned hereby certifies as follows:

     1. Name.  The name of the statutory  trust is the Evergreen  Managed Income
Fund (the "Trust").

     2. Registered  Investment Company. The Trust is or will become a registered
investment company under the Investment Company Act of 1940, as amended.

     3. Registered  Office and Registered  Agent.  The registered  office of the
Trust  and of the  registered  agent of the Trust in the  State of  Delaware  is
located at 1209  Orange  Street,  Wilmington,  Delaware  19801.  The name of the
registered  agent of the Trust for  service of process at such  location  is The
Corporation Trust Company.

     4. Notice of Limitation of  Liabilities  of Series.  Notice is hereby given
that the Trust is or may hereafter be  constituted  a series  trust.  The debts,
liabilities,  obligations,  and expenses  incurred,  contracted for or otherwise
existing with respect to any particular series of the Trust shall be enforceable
against the assets of such series only,  and not against the assets of the Trust
generally.

     5.  Reservation of Rights.  The trustees of the Trust,  as set forth in its
governing  instrument,  reserve the right to amend, alter, change, or repeal any
provisions  contained  in  this  Certificate  of  Trust,  in the  manner  now or
hereafter prescribed by statute.

     6.  Effective  Date.  This Amended and Restated  Certificate of Trust shall
become  effective  immediately  upon filing with the Office of the  Secretary of
State of the State of Delaware.

     IN WITNESS WHEREOF,  the undersigned,  being trustee of the Trust, has duly
executed this Amended and Restated  Certificate  of Trust as of the day and year
first above written.



                                               /s/ Michael H. Koonce

                                               Michael H. Koonce
                                               Trustee and not individually



</TEXT>
</DOCUMENT>
