INTERIM SUB-ADVISORY AGREEMENT
INTERIM SUB-ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 2008, by and between Evergreen Investment Management Company, LLC (the “Adviser”), and Metropolitan West Capital Management, LLC (the “Sub-adviser”).
WHEREAS, the Adviser serves as investment adviser to the Evergreen International Trust (the “Trust”), a Delaware statutory trust which has filed a registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933 (the “Registration Statement”); and
WHEREAS, the Adviser desires to avail itself of the services, advice and assistance of the Sub-adviser to assist the Adviser in providing investment advisory services to the Funds listed on the attached Schedule A, as amended from time to time; and
WHEREAS, the Interim Sub-Advisory Agreement between the Adviser and Sub-advisor dated the 20th day of October, 2008 is expected to terminate on or after the date hereof and the previous Sub-Advisory Agreement between the Adviser and Sub-advisor dated the 7th day of December, 2006 (the "Previous Sub-Advisory Agreement") terminated on or after the 20th day of October, 2008.
WHEREAS, the Sub-adviser is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), is engaged in the business of rendering investment advisory services to investment companies and other institutional clients and desires to provide such services to the Adviser;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follow:
1. Employment of the Sub-adviser. The Adviser hereby employs the Sub-adviser to manage the investment and reinvestment of the Trust’s assets specified from time to time by the Adviser (the “Managed Assets”), subject to the control and direction of the Trust’s Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Sub-adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Adviser or the Trust in any way. The Sub-adviser may execute Trust documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its providing advisory services to the Trust.
2. Obligations of Services to be provided by the Sub-adviser. The Sub-adviser undertakes to provide the following services and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, all without prior consultation with the Adviser, subject to and in accordance with (i) the investment objective and policies of the Trust set forth in the Trust’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust. Unless the Adviser gives the Sub-adviser written instructions to the contrary, the Sub-adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Trust’s shareholders, direct the Trust’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities in which the Managed Assets may be invested.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of the Trust, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. The Sub-adviser shall use its best efforts to obtain best execution on all portfolio transactions executed on behalf of the Trust, provided that, so long as the Sub-adviser has complied with Section 28(e) of the Securities Exchange Act of 1934, the Sub-adviser may cause the Trust to pay a commission on a transaction in excess of the amount of commission another broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the portfolio transactions of the Trust, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of securities by the Sub-adviser on behalf of the Trust required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
3. Compensation of the Sub-adviser. In full consideration of services rendered pursuant to this Agreement, the Adviser will pay the Sub-adviser a fee at the annual rate set forth in Schedule B hereto. The Sub-adviser's compensation earned under this contract with respect to each Fund will be held in an interest-bearing escrow account with the respective Fund's custodian or a bank. If the holders of a majority of a Fund's outstanding voting securities approve a sub-advisory contract with respect to the Fund between the Adviser and the Sub-adviser (each, a "New Sub-Advisory Agreement") by the 150th day following the termination of the Previous Sub-Advisory Agreement, then the amount in the escrow account with respect to that Fund (including interest earned) will be paid to the Sub-adviser. If the holders of a majority of a Fund's outstanding voting securities do not approve a New Sub-Advisory Agreement with respect to that Fund, the Sub-adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing this Interim Sub-Advisory Agreement (plus interest earned on that amount while in escrow) with respect to that Fund and (ii) the total amount in the escrow account (plus interest earned) with respect to that Fund. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Sub-adviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-adviser, the value of the Trust’s net assets shall be computed at the times and in the manner determined by the Trust’s Board of Trustees and set forth in the Governing Documents.
4. Other Activities of the Sub-adviser. The services of the Sub-adviser hereunder are not to be deemed exclusive, and the Sub-adviser shall be free to render similar services to others and to engage in other activities, so long as the services rendered hereunder are not impaired.
5. Liability of the Sub-adviser. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-adviser, the Sub-adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Subject to the foregoing, nothing herein shall constitute a waiver of any rights or remedies that the Trust may have under any federal or state securities laws.
6. Limitation of Trust’s Liability. The Sub-adviser acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Agreement and Declaration of Trust. The Sub-adviser agrees that any of the Trust’s obligations shall be limited to the assets of the Trust and that the Sub-adviser shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trust officer, employee or agent of the Trust.
7. Renewal, Termination and Amendment. This Agreement shall become effective immediately upon termination of the Interim Sub-Advisory Agreement date October 20, 2008. Unless sooner terminated, this Agreement shall terminate on the 150th day following the date on which the Previous Sub-Advisory Agreement terminates. This Agreement may be terminated at any time without payment of any penalty, by the Adviser, the Trust’s Board of Trustees, or by a vote of a majority of the outstanding voting securities of the Trust upon ten days’ prior written notice to the Sub-adviser, by the Adviser upon sixty days' prior written notice to the Sub-adviser, by the Sub-adviser upon ninety days’ prior written notice to the Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment. The terms “assignment” and vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended at any time by the Sub-adviser and the Adviser, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules and regulations, a vote of a majority of the Trust’s outstanding voting securities.
8. Confidential Relationship. Any information and advice furnished by either party to this Agreement to the other shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto except as required by law, rule or regulation. The Adviser hereby consents to the disclosure to third parties of investment results and other data of the Trust in connection with providing composite investment results and related information of the Sub-adviser.
9. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statue, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
10. Miscellaneous. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Massachusetts. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.
EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC
By: _______________________________
Name: Xxxxx X. Montana
Title: Vice President
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC
By: _______________________________
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
As of December 31, 2008
Schedule A
EVERGREEN INTERNATIONAL TRUST, on behalf of each of the following series:
Evergreen Intrinsic World Equity Fund
As of December 31, 2008
Schedule B
As compensation for the Sub-adviser’s services to the Trust during the period of this Agreement, the Adviser will pay to the Sub-adviser a fee at the annual rate of:
I. Evergreen Intrinsic World Equity Fund
Management Fee |
Average Daily Net Assets of the Fund |
|
0.350% of the first |
$250,000,000, plus |
|
0.275% on next |
$750,000,000, plus |
|
0.200% on amounts over |
$1,000,000,000 |
|
|
|
|
computed as of the close of business each business day |
|
