EXHIBIT B
INTERIM MASTER ADVISORY CONTRACT
FFB FUNDS TRUST
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx x0x00
December __, 1995
Evergreen Asset Management Corp
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned
(the "Trust") and Evergreen Asset Management Corp. (the
"Adviser") as follows:
1. The Trust is an open-end investment company
organized as a Massachusetts business trust, and consists of one
or more separate investment portfolios as may be established and
designated by the Trustees from time to time (the "Funds"). This
contract shall pertain to any Fund as shall be designated in a
Supplement to this contract ("Supplement"), as further agreed
between the Trust and the Adviser. A separate class of shares
of beneficial interest of the Trust is offered to investors with
respect to each Fund. The Trust engages in the business of
investing and reinvesting the assets of the Funds in the manner
and in accordance with the investment objective and restrictions
specified in the Trust's Declaration of Trust and the currently
effective Prospectus or Prospectuses (the "Prospectus") relating
to the Trust and the Funds included in the Trust's Registration
Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "1940 Act") and the Securities Act of 1933 (the
"1933 Act"). Copies of the documents referred to in the
preceding sentence have been furnished to the Adviser. Any
amendments to those documents shall be furnished to the Adviser
promptly.
2. The Trust employs the Adviser to provide the
investment advisory and administrative services specified
elsewhere in this contract, and the Adviser hereby accepts such
employment. Pursuant to a Master Distribution Contract (the
"Master Distribution Contract") and a Master Administrative
Services Contract (the "Master Administrative Services Contract")
between the Trust and Xxxxxx Xxxx Xxxxx Xxxxx & Xxxxxx
Incorporated (the "Sponsor"), the Trust has employed the Sponsor
to act as distributor for the Funds and to provide to the Trust
management and other services.
3. (a) The Adviser shall, at its expense, (i) employ
or associate with itself such persons as it believes appropriate
to assist it in performing its obligations under this contract
and (ii) provide all advisory, administrative, management and
shareholder services, equipment, facilities and personnel
necessary to perform its obligations under this contract. The
Trust recognizes that in those cases where the Adviser makes
arrangements with its correspondent banks to maintain a
subaccount for certain of their customers who invest in shares
of the Funds, such correspondent banks may also agree to provide
services to subaccount holders of the type provided by the
Adviser to shareholders of record. The Adviser shall obtain the
Trust's prior written approval to each arrangement whereby a
correspondent bank agrees to provide such services. Such
correspondent banks will be compensated for such services
exclusively by the Adviser.
(b) Except as provided in subparagraph (a) in the
Master Administrative Services Contract, the Trust shall be
responsible for all of its expenses and liabilities, including
compensation of its trustees who are not affiliated with the
Sponsor; taxes and governmental fees; interest charges; fees and
expenses of the Trust's independent accountants and legal
counsel; trade association membership dues; fees and expenses of
any custodian (including fees and expenses for keeping books and
accounts and calculating the net asset value of shares of the
Funds), transfer agent, registrar and dividend disbursing agent
of the Trust; expenses of issuing, redeeming, registering and
qualifying for sale the Trust's shares; expenses of preparing and
printing share certificates, prospectuses, shareholders' reports,
notices, proxy statements and reports to regulatory agencies; the
cost of office supplies; travel expenses of all officers,
trustees and employees; insurance premiums; brokerage and other
expenses of executing portfolio transactions; expenses of
shareholders' meetings; organizational expenses; and
extraordinary expenses.
4. (a) The Adviser shall provide to the Trust
investment guidance and policy direction in connection with the
management of the portfolios of the Funds, including oral and
written research analysis, advice, statistical and economic data
and information and judgments, of both a macroeconomic and
microeconomic character, concerning, among other things, interest
rate trends, portfolio composition, credit conditions of both a
general and specific nature and, where applicable, the average
maturity of the portfolio of the Fund.
(b) The Adviser shall also provide to the Trust's
officers administrative assistance in connection with the
operation of the Trust for the account of the Funds.
Administrative services provided by the Adviser shall include (i)
data processing, clerical and bookkeeping services required in
connection with maintaining the financial accounts and records
for the Trust and the Funds, (ii) the compilation of statistical
and research data required for the preparation of periodic
reports and statements of the Fund which are distributed to the
Trust's officers and Board of Trustees, (iii) handling, or
causing to be handled, general shareholder relations with Fund
investors, such as advice as to the status of their accounts, the
current yield and dividends declared to date and assistance with
other questions related to their accounts, (iv) the compilation
of information required in connection with the Trust's filings
with the Securities and Exchange Commission and (v) such other
services as the Adviser shall from time to time determine, upon
consultation with the Sponsor, to be necessary or useful to the
administration of the Trust and the Funds.
(c) As manager of the assets of the Funds, the
Adviser shall make investments for the account of the Funds in
accordance with the Adviser's best judgment and within the
investment objective and restrictions set forth in the Trust's
Declaration of Trust, the Prospectus, the 1940 Act and the
provisions of the Internal Revenue Code relating to regulated
investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees. The Adviser shall advise the Trust's
officers and Board of Trustees, at such times as the Trust's
Board of Trustees may specify, of investments made for the Funds
and shall, when requested by the Trust's officers or Board of
Trustees, supply the reasons for making particular investments.
It is understood that the Adviser will not use any inside
information pertinent to investment decisions undertaken in
connection with this contract that may be in its possession or
in the possession of any of its affiliates, nor will the Adviser
seek to obtain any such information.
(d) The Adviser shall furnish to the Trust's Board
of Trustees periodic reports on the investment performance of the
Funds and on the performance of its obligations under this
contract and shall supply such additional reports and information
as the Trust's officers or Board of Trustees shall reasonably
request.
(e) On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of the
Fund as well as other customers, the Adviser, to the extent
permitted by applicable law, may aggregate the securities to be
so sold or purchased in order to obtain the best execution or
lower brokerage commissions, if any. The Adviser may also on
occasion purchase or sell a particular security for one or more
customers in different amounts. On either occasion, and to the
extent permitted by applicable law and regulations, allocation
of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Funds and to such other
customers.
(f) The Adviser may cause the Funds to pay a
broker which provides brokerage and research services to the
Adviser a commission for effecting a securities transaction in
excess of the amount another broker might have charged. Such
higher commissions may not be paid unless the Adviser determines
in good faith that the amount paid is reasonable in relation to
the services received in terms of the particular transaction or
the Adviser's overall responsibilities to the Fund and any other
of the Adviser's clients.
5. The Adviser shall give the Trust the benefit of the
Adviser's best judgment and efforts in rendering services under
this contract. As an inducement to the Adviser's undertaking to
render these services, the Trust agrees that the Adviser shall
not be liable under this contract for any mistake in judgment or
in any other event whatsoever except for lack of good faith,
provided that nothing in this contract shall be deemed to protect
or purport to protect the Adviser against the liability to the
Trust or its shareholders to which the Adviser would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this
contract or by reason of the Adviser's reckless disregard of its
obligations and duties hereunder.
6. In consideration of the services to be rendered by
the Adviser under this contract, the Trust shall pay the Adviser
a monthly fee ("fee") with respect to each Fund on the first
business day of each month, based upon the average daily value
(as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month, at annual rates
set forth in a Supplement to this contract with respect to the
Fund, provided, that no fee shall accrue or be payable hereunder
with respect to a Fund until the first day after the day (the
"Approval Date") on which this contract has been approved by the
vote of a majority of the outstanding voting securities of that
Fund (as defined in the 1940 Act). If the fees payable to the
Adviser pursuant to this paragraph 6 begin to accrue before the
end of any month or if this contract terminates before the end
of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to
the proportion which the period bears to the full month in which
the effectiveness or termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of a
Fund shall be computed in the manner specified in the Prospectus
for the computation of net asset value. For purposes of this
contract, a "business day" is any day the New York Stock Exchange
is open for trading.
7. If the aggregate expenses of every character
incurred by, or allocated to, a Fund in any fiscal year, other
than interest, taxes, brokerage commissions and other portfolio
transaction expenses, other expenditures which are capitalized
in accordance with generally accepted accounting principles and
any extraordinary expenses, but including the fees payable under
the Distribution Contract and the fees provided for in paragraph
6 ("includable expenses") shall exceed the expense limitations
applicable to the Fund imposed by state securities laws or
regulations thereunder, as these limitations may be raised or
lowered from time to time, the Adviser shall pay the Fund an
amount equal to 70% of that excess. With respect to portions of
a fiscal year in which this contract shall be in effect, the
foregoing limitations shall be prorated according to the
proportion which that portion of the fiscal year bears to the
full fiscal year. At the end of each month of the Trust's fiscal
year, the Sponsor will review the includable expenses accrued
during that fiscal year to the end of the period and shall
estimate the contemplated includable expenses for the balance of
that fiscal year. If as a result of that review and estimation
it appears likely that the includable expenses will exceed the
limitations referred to in this paragraph 7 for a fiscal year
with respect to the Fund, the monthly fees relating to the Fund
payable to the Adviser under this contract for such month shall
be reduced, subject to a later adjustment, by an amount equal to
70% of a pro rata portion (prorated on the basis of the remaining
months of the fiscal year, including the month just ended) of the
amount by which the includable expenses for the fiscal year (less
an amount equal to the aggregate of actual reductions made
pursuant to this provision with respect to prior months of the
fiscal year) are expected to exceed the limitations provided for
in this paragraph 7. For purposes of the foregoing, the value
of the net assets of the Fund shall be computed in the manner
specified in the penultimate sentence of paragraph 6, and any
payments required to be made by the Adviser shall be made once
a year promptly after the end of the Trust's fiscal year.
8. This contract and any Supplement shall become
effective with respect to a Fund on the date specified in the
Supplement, and shall thereafter continue in effect with respect
to the Fund until the earlier of the Closing Date defined in the
Agreement and Plan of Reorganization dated September __, 1995
approved by shareholders of the Fund or two years from such date
only so long as the continuance is specifically approved at least
annually (a) by the vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by the
Trust's Board of Trustees and (b) by the vote, cast in person at
a meeting called for the purpose, of a majority of the Trust's
Trustees who are not parties to this contract or "interested
persons" (as defined in the 1940 Act) of any such party.
This contract and any Supplement thereto may be
terminated with respect to a Fund at any time, without the
payment of any penalty, by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940
Act) or by a vote of a majority of the Trust's entire Board of
Trustees on 60 days' written notice to the Adviser or by the
Adviser on 60 days' written notice to the Trust. This contract
shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
9. Except to the extent necessary to perform the
Adviser's obligations under this contract, nothing herein shall
be deemed to limit or restrict the right of the Adviser, or any
affiliate of the Adviser, or any employee of the Adviser, to
engage in any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other
corporation, firm, individual or association.
10. This contract shall be construed and its
provisions interpreted in accordance with the laws of the state
of New York.
11. This contract may be executed in counterparts, but
all of the copies, together, shall constitute one contract.
12. Any notice given by a party to this Agreement
shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth
above or at such other address as such party may from time to
time specify in writing to the other party.
13. The Declaration of Trust establishing the Trust,
filed on March 25, 1987, a copy of which, together with all
amendments thereto (the "Declaration"), is on file in the Office
of the Secretary of the Commonwealth of Massachusetts, provides
that the name "FFB Funds Trust" refers to the trustees under the
Declaration collectively as trustees and not as individuals or
personally, and that no shareholder, trustee, officer, employee
or agent of the Trust shall be subject to claims against or
obligations of the Trust to any extent whatsoever, but that the
Trust estate only shall be liable.
If the foregoing correctly sets forth the agreement
between the Trust and the Adviser, please so indicate by signing
and returning to the Trust the enclosed copy hereof.
Very truly yours,
FFB FUNDS TRUST
By: __________________________
Title:
ACCEPTED:
EVERGREEN ASSET MANAGEMENT CORP.
By: ________________________
Title:
INTERIM ADVISORY CONTRACT SUPPLEMENT
FFB Funds Trust
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
December __, 1995
Evergreen Asset Management Corp.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Re: FFB Cash Management Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Trust") and Evergreen Asset Management Corp. (the "Adviser") as
follows:
1. The Trust is an open-end management investment company
organized as a Massachusetts business trust and consists of such
separate investment portfolios as have been or may be established
by the Trustees of the Trust from time to time. A separate class
of shares of beneficial interest of the Trust is offered to
investors with respect to each investment portfolio. FFB Cash
Management Fund (the "Fund") is a separate investment portfolio
of the Trust.
2. The Trust and the Adviser have entered into an Interim
Master Advisory Contract (the "Interim Master Advisory Contract")
pursuant to which the Trust has employed the Adviser to provide
investment advisory and other services specified in that
contract, and the Adviser has accepted such employment.
3. As provided for in paragraph 1 of the Interim Master
Advisory Contract, the Trust hereby adopts the Interim Master
Advisory Contract with respect to the Fund, and the Adviser
hereby acknowledges that the Interim Master Advisory Contract
shall pertain to the Fund, the terms and conditions of such
Interim Master Advisory Contract being hereby incorporated herein
by reference.
4. The term "Fund" as used in the Interim Master Advisory
Contract shall for purposes of this Supplement pertain to the
Fund.
5. As provided for in paragraph 6 of the Interim Master
Advisory Contract and subject to further conditions as set forth
therein, the Trust shall with respect to the Fund pay the Adviser
a monthly fee on the first business day of each month based upon
the average daily value (as determined on each business day at
the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the
preceding month, at the following annual rates:
Portion of Average Daily Value of
Net Assets of the Fund Fee Rate
Assets up to $500 million 0.350%
Assets over $500 million up to $1 billion 0.315%
Assets over $1 billion up to $1.5 billion 0.280%
Assets over $1.5 billion 0.245%
6. This Supplement and the Interim Master Advisory Contract
(together, the "Contract") shall become effective with respect
to the Fund on December __, 1995 and shall thereafter continue
in effect with respect to the Fund until the earlier of the
Closing Date defined in the Agreement and Plan of Reorganization
dated as of September 19, 1995, approved by shareholders of the
Fund or two years from the date hereof only so long as the
continuance is specifically approved at least annually (a) by the
vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act), or by the Trust's Board of
Trustees and (b) by the vote, cast in person at a meeting called
for that purpose, of a majority of the Trust's Trustees who are
not parties to this Contract or "interested persons" (as defined
in the 1940 Act) of any such party. This Supplement and the
Interim Master Advisory Contract may be terminated with respect
to the Fund at any time, without the payment of any penalty, by
vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by a vote of a majority of
the Trust's entire Board of Trustees on 60 days' written notice
to the Adviser or by the Adviser on 60 days' written notice to
the Trust. This Contract shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between
the Trust and the Adviser, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
FFB FUNDS TRUST
By:_____________________
Accepted:
EVERGREEN ASSET MANAGEMENT CORP.
By:___________________________
