<DOCUMENT>
<TYPE>EX-99.2E
<SEQUENCE>5
<FILENAME>dividendreinplan.txt
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                          EVERGREEN MANAGED INCOME FUND

                      AUTOMATIC DIVIDEND REINVESTMENT PLAN

                               TERMS AND CONDITION

Pursuant to the Automatic Dividend Reinvestment Plan (the "Plan") of Evergreen
Managed Income Fund (the "Trust"), unless a holder (each, a "Shareholder") of
the Trust's common shares of beneficial interest (the "Common Shares") otherwise
elects, all dividends and capital gain distributions on such Shareholder's
Common Shares will be automatically reinvested by EquiServe Trust Company, N.A.,
as agent for Shareholders in administering the Plan (the "Plan Agent"), in
additional Common Shares of the Trust. Shareholders who elect not to participate
in the Plan will receive all dividends and other distributions payable in cash
paid by check mailed directly to the Shareholder of record (or, if the Common
Shares are held in street or other nominee name, then to such nominee) by
EquiServe Trust Company, N.A., as the Dividend Disbursing Agent. Shareholders
may elect not to participate in the Plan and to receive all dividends and
capital gain distributions in cash by contacting the Plan Agent. Enrollment,
purchase or sales of shares and other transactions or services offered by the
Plan can be directed to the Plan Agent through the following:

TELEPHONE

Telephone the Plan Agent, including sale of shares toll-free within the United
States and Canada:

1-800-731-6001

An automated voice response system is available 24 hours a day, 7 days a week.
Customer service representatives are available from 9:00 a.m. to 7:00 p.m.,
Eastern Standard Time, Monday through Friday (except holidays).

IN WRITING

You may also write to the Plan Agent at the following  address:  EquiServe Trust
Company,  N.A., P.O. Box 43010,  Providence,  RI 02940-3010.  Be sure to include
your name,  address,  daytime phone number,  social security or tax I. D. number
and a reference to Evergreen Income Advantage Fund on all correspondence.

Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by notice if received by the Plan Agent
prior to any dividend record date; otherwise such termination or resumption will
be effective with respect to any subsequently declared dividend or other
distribution.

The Plan Agent will open an account for each Shareholder under the Plan in the
same name in which such Shareholder's Common Shares are registered. Whenever the
Trust declares an income dividend or a capital gain distribution (collectively
referred to as "dividends") payable in cash, non-participants in the Plan will
receive cash and participants in the Plan will receive the equivalent in Common
Shares. The Common Shares will be acquired by the Plan Agent for the
participants' accounts, depending upon the circumstances described below, either
(i) through the receipt of additional unissued but authorized Common Shares from
the Trust ("newly issued Common Shares") or (ii) by purchase of outstanding
Common Shares on the open market ("open-market purchases") on the American Stock
Exchange (the "AMEX"), the primary national securities exchange on which the
common shares are traded (the "Exchange"), or elsewhere.

If, on the payment date for any dividend or distribution, the net asset value
per Common Share is equal to or less than the market price per Common Share plus
estimated brokerage trading fees (such condition being referred to herein as
"market premium"), the Plan Agent will invest the dividend amount in newly
issued Common Shares on behalf of the participants. The number of newly issued
Common Shares to be credited to each participant's account will be determined by
dividing the dollar amount of the dividend or distribution by the greater of (i)
the net asset value per Common Share on the payment date, or (ii) 95% of the
market price per Common Share on the payment date.

If, on the payment date for any dividend or distribution, the net asset value
per Common Share is greater than the market value or market premium (such
condition being referred to herein as "market discount"), the Plan Agent will
invest the dividend amount in Common Shares acquired on behalf of the
participants in open-market purchases.

In the event of a market discount on the payment date for any dividend or
distribution, the Plan Agent will have until the last business day before the
next date on which the Common Shares trade on an "ex-dividend" basis or in no
event more than 30 days after the record date for such dividend, whichever is
sooner (the "last purchase date"), to invest the dividend amount in Common
Shares acquired in open-market purchases. It is contemplated that the Trust will
pay monthly income dividends. Therefore, the period during which open-market
purchases can be made will exist only from the payment date of each dividend
through the date before the next "ex-dividend" date, which typically will be
approximately ten days. The weighted average price plus brokerage commissions of
all Common Shares purchased by the Plan Agent as Plan Agent shall be the price
per Common Share allocable to each participant. If, before the Plan Agent has
completed its open-market purchases, the market price of a Common Share exceeds
the net asset value per Common Share, the average per Common Share purchase
price paid by the Plan Agent may exceed the net asset value of the Common
Shares, resulting in the acquisition of fewer Common Shares on the dividend
payment date. If the Plan Agent is unable to invest the full Distribution amount
in purchases in the open market or if the market discount shifts to a market
premium during the purchase period then the Agent may cease making purchases in
the open market the instant the Plan Agent is notified of a market premium and
may invest the uninvested portion of the Distribution in newly issued Common
Shares received by the Trust at the net asset value per Common Share at the
close of business provided that, if the net asset value is less than or equal to
95% of the then current market price per Common Share, the dollar amount of the
Distribution will be divided by 95% of the market price on the payment date.
Participants should note that they will not be able to instruct the Agent to
purchase Common Shares at a specific time or at a specific price.

The Plan Agent maintains all Shareholders' accounts in the Plan and furnishes
written confirmation of all transactions in the accounts, including information
needed by Shareholders for tax records. Common Shares in the account of each
Plan participant will be held by the Plan Agent in non-certificated form in the
name of the Plan participant.

In the case of Shareholders such as banks, brokers or nominees that hold Common
Shares for others who are the beneficial owners, the Plan Agent will administer
the Plan on the basis of the number of Common Shares certified from time to time
by the record Shareholder and held for the account of beneficial owners who
participate in the Plan.

There will be no brokerage charges with respect to Common Shares issued directly
by the Trust as a result of dividends or capital gains distributions payable
either in Common Shares or in cash. However, each participant will pay a pro
rata share of brokerage trading fees incurred with respect to the Plan Agent's
open-market purchases in connection with the reinvestment of dividends.

VOTING

Each Shareholder proxy will include those Common Shares purchased or received
pursuant to the Plan. The Plan Agent will forward all proxy solicitation
materials to participants and vote proxies for Common Shares held pursuant to
the Plan in accordance with the instructions of the participants.

TAXATION

The automatic reinvestment of dividends will not relieve participants of any
federal, state or local income tax that may be payable (or required to be
withheld) on such dividends.



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