September 18, 1997
Xxxxxx & Company
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We have entered into an agreement with Evergreen Money Market Trust, a
Delaware business trust (the "Trust"), pursuant to which we act as investment
adviser to the series under the Trust listed on Schedule A hereto (each a
"Fund"). We hereby agree with you as follows:
1. You agree for the duration of this Agreement that you will provide us
with office facilities and, through your research personnel, furnish us with all
such factual information and investment recommendations and such other services
as we shall reasonably request. We shall expect of you, and you shall give us,
the benefit of your best judgment and efforts in rendering these services to us,
and we agree as an inducement to your undertaking these services that you shall
not be liable to us under this paragraph for any mistake of judgment or in any
event whatsoever, except for lack of good faith. However, nothing herein shall
be deemed to protect or purport to protect you against any liability to the Fund
or its shareholders to which you would otherwise be subject by reason of wilful
misfeasance, bad faith, or gross negligence in the performance of your duties,
or by reason of your reckless disregard of your obligations and duties
hereunder.
2. We agree to reimburse you on the basis of your direct and indirect costs
of performing the services set forth in paragraph 1 above. Indirect costs shall
be allocated on a basis mutually satisfactory to you and us.
3. As used in this Agreement, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the meanings given to
them by Sections 2(a) (4) and 2(a) (42), respectively, of the Investment Company
Act of 1940, as amended (the "Act").
This Agreement will terminate automatically in the event of its assignment,
or upon termination of the above-mentioned agreement between the Trust and the
undersigned.
This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund or by the undersigned, on sixty days'
written notice addressed to you at your principal place of business; and (b) by
you, without payment of any penalty, on sixty days' written notice addressed to
the Trust and the undersigned at the Trust's principal place of business.
This Agreement shall be in effect for two years from the date set
forth. This Agreement shall continue in effect from year to year thereafter so
long as such continuance is specifically approved at least annually by a
majority of the Trustees of the Fund who are not interested persons (as such
term is defined in the Act) of any party to this Agreement, voting in person at
a meeting called for the purpose of voting on such approval, and by a vote of
the Trustees of the Fund or a majority of the outstanding voting securities of
the Fund.
You agree to advise us of any change in your partnership within a
reasonable time after such a change.
4. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you.
5. It is expected that you will provide brokerage services to the Fund.
Accordingly, you agree to comply with Section 11(a)(1) of the Securities
Exchange Act of 1934 and any rules prescribed by the Securities and Exchange
Commission thereunder, as amended from time to time, with respect to brokerage
transactions effected and/or executed by you on behalf of the Fund. In addition,
you shall furnish at least annually to us a statement setting forth the total
amount of all compensation retained by you in connection with effecting and/or
executing transactions for the account during the period covered by the
statement, as required by Section 11(a)(1).
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
EVERGREEN ASSET MANAGEMENT
CORP.
The foregoing Agreement is By:
xxxxxx accepted as of the Name:
date first above written Title:
XXXXXX & COMPANY
By:
Name:
Title:
SCHEDULE A
Evergreen Money Market Fund
Evergreen Tax Exempt Money Market Fund
