EXHIBIT 99(g)(1)
FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the _____day of , 2005 by and between EVERGREEN
INTERNATIONAL BALANCED INCOME FUND, a Delaware statutory trust (the "Trust")
and, EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware limited liability
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.
THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, the Trust and the Adviser agree as follows:
1. The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Trust in conformity with the Trust's
investment objectives and restrictions as may be set forth in the Trust's
prospectus and statement of additional information, as in effect from time to
time, 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.
2. The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of the Trust 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 the Trust. 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, as amended (the "1934
Act")) provided by that broker-dealer to the Trust and/or other accounts
serviced by the Adviser. The Adviser is authorized to pay a broker-dealer who
provides such brokerage and research services an amount of 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
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such broker-dealer viewed in terms of either
that particular transaction or in terms of the Adviser's overall
responsibilities with respect to the accounts over which the Adviser exercises
investment discretion.
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,
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 the
Trust;
(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 the Trust in connection with transactions involving
securities and other property to which the Trust is a party;
(f) all stock exchange listing expenses;
(g) all taxes and trust fees payable by the Trust to Federal, state, or
other governmental agencies;
(h) all costs of certificates representing shares of the Trust;
(i) all fees and expenses involved in registering and maintaining
registrations of the Trust with the Securities and Exchange Commission (the
"Commission") and registering or qualifying the Trust's 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 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 Trust;
(l) all charges and expenses of legal counsel for the Trust and for
Trustees of the Trust in connection with legal matters relating to the Trust,
including, without limitation, legal services rendered in connection with the
Trust's existence 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 has herein assumed, whether
customary or not, and extraordinary matters, including, without limitation, any
litigation involving the Trust , 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.
In the event that the Adviser provides any of these services or pays any
of these expenses, the Trust will promptly reimburse the Adviser therefor.
The services of the Adviser to the Trust 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 during the
period of this Agreement, the Trust will pay to the Adviser a fee at the annual
rate of 0.95% of its average daily total assets. For purposes of this Agreement,
total assets are (i) the net assets of the Trust (including assets attributable
to any preferred shares that may be outstanding) plus (ii) any assets of the
Trust (whether or not included in the calculation contemplated by clause (i))
attributable to borrowings of money, the use of reverse repurchase agreements or
dollar rolls, or the issuance of debt securities (collectively "external
borrowings"), without deducting liabilities representing external borrowings.
The liquidation preference of any preferred shares of the Trust, if any,
constituting financial leverage shall not be considered a liability of the Trust
for this purpose.
The Adviser's fee is computed as of the close of business on each business
day.
The Adviser's fee 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 ("Sub-Adviser") to provide the Trust 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 Sub-Adviser all or a portion 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 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 acting on any business of the Trust (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 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.
Notwithstanding the above, nothing in this Agreement shall operate to
limit the Adviser's liability otherwise arising under the federal securities
laws.
7. Subject to and in accordance with the Agreement and Declaration of
Trust of the Trust, as amended, it is understood that Trustees, officers, agents
and shareholders of the Trust 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 Wachovia Corporation or otherwise; that Directors, officers
and agents of the Adviser and its affiliates or stockholders of Wachovia
Corporation are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; and that the Adviser (or any such successor) is or
may be interested in the Trust or any SubAdviser as shareholder, or otherwise.
8. This Agreement shall continue in effect for two years from the date set
forth above and after such date if (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
continuance 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.
9. 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 Trust; 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.
10. 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 Trust, by the vote of a majority of the Trustees of the
Trust, 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, 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 shall have, for all purposes of this
Agreement, the meaning provided therefor in the 1940 Act.
11. Any compensation payable to the Adviser hereunder for any period other
than a full year shall be proportionately adjusted.
12. 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 INTERNATIONAL BALANCED
INCOME FUND
By: ________________________________
Name:
Title:
EVERGREEN INVESTMENT MANAGEMENT
COMPANY, LLC
By: ________________________________
Name:
Title:
