STATE OF DELAWARE

                    AMENDED AND RESTATED CERTIFICATE OF TRUST

                                       OF

                              EVERGREEN INCOME FUND


         This Amended and Restated Certificate of Trust is being executed as of
the 14th day of April 2003 for the purpose of amending and restating the
Certificate of Trust of the Evergreen Income Fund which 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  Income
Opportunity 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