INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made the 11th day of May 2001, by and between
EVERGREEN SELECT MONEY MARKET TRUST, a Delaware business trust (the "Trust") and
EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware corporation (the
"Adviser").
WHEREAS, the Trust and the Adviser wish to enter into an
Agreement setting forth the terms on which the Adviser will perform certain
services for the Trust, its series of shares as listed on Schedule 1 to this
Agreement and each series of shares subsequently issued by the Trust (each
singly a "Fund" or collectively the "Funds").
THEREFORE, in consideration of the promises and the mutual
agreements hereinafter contained, the Trust and the Adviser agree as follows:
1. (a) The Trust hereby employs the Adviser to manage and
administer the operation of the Trust and each of its Funds, to supervise the
provision of the services to the Trust and each of its Funds by others, and to
manage the investment and reinvestment of the assets of each Fund of the Trust
in conformity with such Fund's investment objectives and restrictions as may be
set forth from time to time in the Fund's then current prospectus and statement
of additional information, if any, and other governing documents, all subject to
the supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Adviser hereby accepts such employment
and agrees during such period, at its own expense, to render the services and to
assume the obligations set forth herein, for the compensation provided herein.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(b) In the event that the Trust establishes one or more Funds,
in addition to the Funds listed on Schedule 1, for which it wishes the Adviser
to perform services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services, it shall notify the Trust in writing
and such Fund shall become a Fund hereunder and the compensation payable to the
Adviser by the new Fund will be as agreed in writing at the time.
2. The Adviser shall place all orders for the purchase and
sale of portfolio securities for the account of each Fund with broker-dealers
selected by the Adviser. In executing portfolio transactions and selecting
broker-dealers, the Adviser will use its best efforts to seek best execution on
behalf of each Fund. In assessing the best execution available for any
transaction, the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act")) provided
to a Fund and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
3. The Adviser, at its own expense, shall furnish to the Trust
office space in the offices of the Adviser or in such other place as may be
agreed upon by the parties from time to time, all necessary office facilities,
equipment and personnel in connection with its services hereunder, and shall
arrange, if desired by the Trust, for members of the Adviser's organization to
serve without salaries from the Trust as officers or, as may be agreed from time
to time, as agents of the Trust. The Adviser assumes and shall pay or reimburse
the Trust for:
(a) the compensation (if any) of the Trustees of the Trust who are affiliated
with the Adviser or with its affiliates, or with any adviser retained by
the Adviser, and of all officers of the Trust as such; and
(b) all expenses of the Adviser incurred in connection with its services
hereunder.
The Trust assumes and shall pay all other expenses of the
Trust and its Funds, including, without limitation:
(a) all charges and expenses of any custodian or depository appointed by the
Trust for the safekeeping of the cash, securities and other property of any
of its Funds;
(b) all charges and expenses for bookkeeping and auditors;
(c) all charges and expenses of any transfer agents and registrars appointed by
the Trust;
(d) all fees of all Trustees of the Trust who are not affiliated with the
Adviser or any of its affiliates, or with any adviser retained by the
Adviser;
(e) all brokers' fees, expenses, and commissions and issue and transfer taxes
chargeable to a Fund in connection with transactions involving securities
and other property to which the Fund is a party;
(f) all costs and expenses of distribution of shares of its Funds incurred
pursuant to Plans of Distribution adopted under Rule 12b-1 under the
Investment Company Act of 1940 ("1940 Act");
(g) all taxes and trust fees payable by the Trust or its Funds to Federal,
state, or other governmental agencies;
(h) all costs of certificates representing shares of the Trust or its Funds;
(i) all fees and expenses involved in registering and maintaining registrations
of the Trust, its Funds and of their shares with the Securities and
Exchange Commission (the "Commission") and registering or qualifying the
Funds' shares under state or other securities laws, including, without
limitation, the preparation and printing of registration statements,
prospectuses, and statements of additional information for filing with the
Commission and other authorities;
(j) expenses of preparing, printing, and mailing prospectuses and statements of
additional information to shareholders of each Fund of the Trust;
(k) all expenses of shareholders' and Trustees' meetings and of preparing,
printing, and mailing notices, reports, and proxy materials to shareholders
of the Funds;
(l) all charges and expenses of legal counsel for the Trust and its Funds and
for Trustees of the Trust in connection with legal matters relating to the
Trust and its Funds, including, without limitation, legal services rendered
in connection with the Trust and its Funds' existence, trust, and financial
structure and relations with its shareholders, registrations and
qualifications of securities under Federal, state, and other laws, issues
of securities, expenses which the Trust and its Funds have herein assumed,
whether customary or not, and extraordinary matters, including, without
limitation, any litigation involving the Trust and its Funds, its Trustees,
officers, employees, or agents;
(m) all charges and expenses of filing annual and other reports with the
Commission and other authorities; and
(n) all extraordinary expenses and charges of the Trust and its Funds.
In the event that the Adviser provides any of these services
or pays any of these expenses, the Trust and any affected Fund will promptly
reimburse the Adviser therefor.
The services of the Adviser to the Trust and its Funds
hereunder are not to be deemed exclusive, and the Adviser shall be free to
render similar services to others.
4. As compensation for the Adviser's services to the Trust
with respect to each Fund during the period of this Agreement, the Trust will
pay to the Adviser a fee at the annual rate set forth on Schedule 2 for such
Fund.
The Adviser's fee is computed as of the close of business on
each business day. A pro rata portion of the Trust's fee with
respect to a Fund shall be payable in arrears at the
end of each day or calendar month as the Adviser may from time to time specify
to the Trust. If and when this Agreement terminates, any compensation payable
hereunder for the period ending with the date of such termination shall be
payable upon such termination. Amounts payable hereunder shall be promptly paid
when due.
5. The Adviser may enter into an agreement to retain, at its
own expense, a firm or firms ("SubAdviser") to provide the Trust with respect to
all or any of its Funds all of the services to be provided by the Adviser
hereunder, if such agreement is approved as required by law. Such agreement may
delegate to such SubAdviser all of Adviser's rights, obligations, and duties
hereunder.
6. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust or any of its Funds in
connection with the performance of this Agreement, except a loss resulting from
the Adviser's willful misfeasance, bad faith, gross negligence, or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, Director, partner, employee, or agent of the
Adviser, who may be or become an officer, Trustee, employee, or agent of the
Trust, shall be deemed, when rendering services to the Trust or any of its Funds
or acting on any business of the Trust or any of its Funds (other than services
or business in connection with the Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust or any of its Funds and not as
an officer, Director, partner, employee, or agent or one under the control or
direction of the Adviser even though paid by it.
7. The Trust shall cause the books and accounts of each of its
Funds to be audited at least once each year by a reputable independent public
accountant or organization of public accountant or organization of public
accountants who shall render a report to the Trust.
8. Subject to and in accordance with the Declaration of Trust
of the Trust, the governing documents of the Adviser and the governing documents
of any SubAdviser, it is understood that Trustees, Directors, officers, agents
and shareholders of the Trust or any Adviser are or may be interested in the
Adviser (or any successor thereof) as Directors and officers of the Adviser or
its affiliates, as stockholders of First Union Corporation or otherwise; that
Directors, officers and agents of the Adviser and its affiliates or stockholders
of First Union Corporation are or may be interested in the Trust or any Adviser
as Trustees, Directors, officers, shareholders or otherwise; that the Adviser
(or any such successor) is or may be interested in the Trust or any SubAdviser
as shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect until December 31,
2001 and after such date (a) such continuance is specifically approved at least
annually by the Board of Trustees of the Trust or by a vote of a majority of the
outstanding voting securities of the Trust, and (b) such renewal has been
approved by the vote of the majority of Trustees of the Trust who are not
interested persons, as that term is defined in the 1940 Act, of the Adviser or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.
10. On sixty days' written notice to the Adviser, this
Agreement may be terminated at any time without the payment of any penalty by
the Board of Trustees of the Trust or by vote of the holders of a majority of
the outstanding voting securities of the unaffected Funds; and on sixty days'
written notice to the Trust, this Agreement may be terminated at any time
without the payment of any penalty by the Adviser. This Agreement shall
automatically terminate upon its assignment (as that term is defined in the 1940
Act). Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed postage prepaid, to the other party at the main office of
such party.
11. This Agreement may be amended at any time by an instrument
in writing executed by both parties hereto or their respective successors,
provided that with regard to amendments of substance such execution by the Trust
shall have been first approved by the vote of the holders of a majority of the
outstanding voting securities of the affected Funds and by the vote of a
majority of Trustees of the Trust who are not interested persons (as that term
is defined in the 0000 Xxx) of the Adviser, any predecessor of the Adviser, or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities" of the Trust or
the affected Funds shall have, for all purposes of this Agreement, the meaning
provided therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any
period other than a full year shall be proportionately adjusted.
13. The provisions of this Agreement shall be governed,
construed, and enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EVERGREEN SELECT MONEY MARKET TRUST,
on behalf of each of the series listed in Schedule 1
By:
Name:
Title:
EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC
By:
Name:
Title:
As of March 1, 2002
Schedule 1
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Institutional 100% Treasury Money Market Fund
(formerly Evergreen Select 100% Treasury Money Market Fund)
Evergreen Institutional Money Market Fund
(formerly Evergreen Select Money Market Fund)
Evergreen Institutional Municipal Money Market Fund
(formerly Evergreen Select Municipal Money Market Fund)
Evergreen Institutional Treasury Money Market Fund
(formerly Evergreen Select Treasury Money Market Fund)
Evergreen Institutional U.S. Government Money Market Fund
(formerly Evergreen Select U.S. Government Money Market Fund)
Evergreen Prime Cash Management Money Market Fund
SNAP Fund
As of March 1, 2002
Schedule 2
As compensation for the Adviser's services to each Fund during the
period of this Agreement, each Fund will pay to the Adviser a fee at the annual
rate of:
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
I. Evergreen Cash Management Treasury Money Market Fund
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0.22 of 1% of the Average Daily Net Assets of the Fund
II. Evergreen Institutional 100% Treasury Money Market Fund
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0.21 of 1% of Average Daily Net Assets of the Fund
Evergreen Institutional Money Market Fund
III. Evergreen Institutional Municipal Money Market Fund
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0.11 of 1% of the Average Daily Net Assets of the Fund
IV. Evergreen Institutional U.S. Government Money Market Fund
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0.12 of 1% of the Average Daily Net Assets of the Fund
V. SNAP Fund
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0.08 of 1% of the first billion dollars of the Average Daily
Net Assets of the Fund; 0.06 of 1% of next billion dollars;
and 0.04 of 1% of the any amounts over $2 billion dollars;
with an additional credit to the Fund of 0.01 of 1% of the Average
Daily Net Assets of the private SNAP participant accounts.
VI. Evergreen Prime Cash Management Money Market Fund
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0.30 of 1% of the Average Daily Net Assets of the Fund
The Advisor agrees to waive its fees and/or make reimbursements to the
Fund, so that the Fund's operating expenses do not exceed, in the aggregate, the
following rate: 0.18% for the Institutional shares.
