THE EVERGREEN FUNDS
DEFERRED COMPENSATION PLAN
AGREEMENT, made on this ___ day of ___________, 1995, by and
between the registered open-end investment companies listed in
Attachment A hereto (each a "Fund" and together, the "Funds"), and
___________ (the "Trustee").
WHEREAS, the Trustee is serving as a director/trustee of the
Funds for which he is entitled to receive trustees' fees; and
WHEREAS, the Funds and the Trustee desire to permit the
Trustee to defer receipt of trustees' fees payable by the Funds;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the Funds and the Trustee
hereby agree as follows:
1. DEFINITION OF TERMS AND CONDITIONS
1.1 Definitions. Unless a different meaning is plainly implied
by the context, the following terms as used in this Agreement shall
have the meanings specified below:
(a) "Beneficiary" shall mean such person or persons
designated pursuant to Section 4.3 hereof to receive benefits after
the death of the Trustee.
(b) "Board of Trustees" shall mean the Board of
Trustees or the Board of Directors of a Fund.
(c) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, or any successor statute.
(d) "Compensation" shall mean the amount of trustees'
fees paid by a Fund to the Trustee during a Deferral Year prior to
reduction for Compensation Deferrals made under this Agreement.
(e) "Compensation Deferral" shall mean the amount or
amounts of the Trustee's Compensation deferred under the provisions
of Section 3 of this Agreement.
(f) "Deferral Account" shall mean the account
maintained to reflect the Trustee's Compensation Deferrals made
pursuant to Section 3 hereof and any other credits or debits thereto.
(g) "Deferral-Year" shall mean each calendar year
during which the Trustee makes, or is entitled to make, Compensation
Deferrals under Section 3 hereof.
(h) "Valuation Date" shall mean the last business day
of each calendar year and any other day upon which a Fund makes a
valuation of the Deferred Account.
1.2 Plurals and Gender. Where appearing in this Agreement the
singular shall include the plural and the masculine shall include the
feminine, and vice versa, unless the context clearly indicates a
different meaning.
1.3 Trustees and Directors. Where appearing in this Agreement,
"Trustee" shall also refer to "Director" and trustee emeritus and
director emeritus and "Board of Trustees" shall also refer to "Board of
Directors."
1.4 Headings. The headings and subheadings in this Agreement are
inserted for the convenience of reference only and are to be ignored in
any construction of the provisions hereof.
1.5 Separate Agreement for Each Fund. This Agreement is
drafted, and shall be construed, as a separate agreement between the
Trustee and each of the Funds.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals. The Trustee may elect,
on a form provided by, and submitted to, the Secretary of a Fund, to
commence Compensation Deferrals under Section 3 hereof for the period
beginning on the later of (i) the date this Agreement is executed or
(ii) the date such form is submitted to the Secretary of the Fund.
2.2 Termination of Deferrals. The Trustee shall not be eligible to
make Compensation Deferrals after the earlier of the following dates:
(a) The date on which he ceases to serve as a Trustee of
the Fund; or
(b) The effective date of the termination of this
Agreement.
3. COMPENSATION DEFERRALS
3. Compensation Deferral Elections.
(a) Except as provided below, a deferral election on the form
described in Section 2.1 hereof, must be filed with the Secretary of a
Fund prior to the first day of the Deferral Year to which it applies.
The form shall set forth the amount of such Compensation Deferral (in
whole percentage amounts) . Such election shall continue in effect for
all subsequent Deferral Years unless it is canceled or modified as
provided below. Notwithstanding the foregoing, (i) any person who is
elected to the Board during a fiscal year of a Fund may elect before
becoming a Trustee or within 30 days after becoming a Trustee to defer
any unpaid portion of the retainer of such fiscal year and the fees for
any future meetings during such fiscal year by filing an election form
with the Secretary of the Fund, and (ii) Trustees may elect to defer any
unpaid portion of the retainer for the fiscal year in which Deferred
Compensation Agreements are first authorized by the Board and any unpaid
fees for any future meetings during such fiscal year by submitting an
election form to the Secretary of a Fund within 30 days of such
authorization.
(b) Compensation Deferrals shall be withheld from each
payment of Compensation by a Fund to the Trustee based upon the
percentage amount elected by the Trustee under Section 3.1 (a) hereof.
(c) The Trustee may cancel or modify the amount of his
Compensation Deferrals on a prospective basis by submitting to the
Secretary of a Fund a revised compensation Deferral election form.
Subject to the provisions of Section 4.2 hereof, such change will be
effective as of the first day of the Deferral Year following the date
such revision is submitted to the Secretary of the Fund.
3.2 Valuation of Deferral Account.
(a) A Fund shall establish a bookkeeping Deferral Account to
which will be credited an amount equal to the Trustee's Compensation
Deferrals under this Agreement. Compensation Deferrals shall be
allocated to the Deferral Account on the day such Compensation
Deferrals are withheld from the Trustee's Compensation and shall be
deemed invested pursuant to Section 3.3, below, as of the same day. The
Deferral Account shall be debited to reflect any distributions from
such Account. Such debits shall be allocated to the Deferral Account as
of the date such distributions are made.
(b) As of each Valuation Date, income, gain and loss
equivalents (determined as if the Deferral Account is invested in the
manner set forth under Section 3.3, below) attributable to the period
following the next preceding Valuation Date shall be credited to and/or
deducted from the Trustees Deferral Account.
3.3 Investment of Deferral Account Balance
(a) (1) The Trustee may select from various options made
available by the Funds the investment media in which all or part of his
Deferral Account shall be deemed to be invested. The investment media
available to the Trustee as of the date of this Agreement are listed in
Attachment B hereto.
(2) The Trustee shall make an investment designation on
a form provided by the Secretary of the Funds (Attachment C) which
shall remain effective until another valid designation has been made by
the Trustee as herein provided. The Trustee may amend his investment
designation daily by giving instructions to the Secretary of the Funds.
(3) Any changes to the investment media to be made
available to the Trustee, and any limitation on the maximum or minimum
percentages of the Trustee's Deferral Account that may be invested in
any particular medium, shall be communicated from time-to-time to the
Trustee by the Secretary of the Funds.
(b) Except as provided below, the Trustee's Deferral
Account shall be deemed to be invested in accordance with his
investment designations, provided such designations conform to the
provisions of this Section. If:
(1) the Trustee does not furnish the secretary of the
Funds with complete, written investment instructions, or
(2) the written investment instructions from the
Trustee are unclear,
then the Trustee's election to make Compensation Deferrals hereunder
shall be held in abeyance and have no force and effect, and he shall be
deemed to have selected the Evergreen Money Market Fund until such time
as the Trustee shall provide the Secretary of the Funds with complete
investment instructions. In the event that any fund under which any
portion of the Trustee's Deferral Account is deemed to be invested
ceases to exist, such portion of the Deferral Account thereafter shall
be held in the successor to such Fund, subject to subsequent deemed
investment elections.
The use of the returns on the investment media to determine
the amount of the earnings credited to a Trustee's Deferral Account is
subject to regulatory approval. Until such approval is received, the
Compensation Deferrals of a Trustee Under this Agreement shall be
continuously credited with earnings in an amount determined by
multiplying the balance credited to the Deferral Account by an interest
rate equal to the yield on 90-day U.S. Treasury Bills.
The Secretary of the Funds shall provide an annual statement
to the Trustee showing such information as is appropriate, including the
aggregate amount in the Deferral Account, as of a reasonably current
date.
4. DISTRIBUTION FROM DEFERRAL ACCOUNT
4.1 In General. Distributions from the Trustee's Deferral Account
may be paid in a lump sum or in installments as elected by the Trustee
commencing on or as soon as practicable after a date specified by the
Trustee, which may not be sooner than the earlier of the first business
day of January following (a) a date five years following the deferral
election, or (b) the year in which the Trustee ceases to be a member of
the Board of Trustees of the Funds. Notwithstanding the foregoing, in
the event of the liquidation, dissolution or winding up of a Fund or the
distribution of all or substantially all of a Fund's assets and property
relating to one or more series of its shares to the shareholders of such
series (for this purpose a sale, conveyance or transfer of a Fund's
assets to a trust, partnership, association or corporation in exchange
for cash shares or other securities with the transfer being made subject
to, or with the assumption by the transferee of, the liabilities of the
Fund shall not be deemed a termination of the Fund or such a
distribution), all unpaid amounts in the Deferral Account as of the
effective date thereof shall be paid in a lump sum on such effective
date. In addition, upon application by a Trustee and determination by
the Chairman of the Board of Trustees of the Funds that the Trustee has
suffered a severe and unanticipated financial hardship, the Secretary
shall distribute to the Trustee, in a single lump sum, an amount equal
to the lesser of the amount needed by the Trustee to meet the hardship
plus applicable income taxes payable upon such distribution, or the
balance of the Trustee's Deferral Account.
4.2 Death Prior to Complete Distribution of Deferral Account. Upon
the death of the Trustee (whether prior to or after the commencement of
the distribution of the amounts credited to his Deferral Account), the
balance of such Account shall be distributed to his Beneficiary in a
lump sum as soon as practicable after the Trustee's death.
4.3 Designation of Beneficiary. For purposes of Section 4.3 hereof,
the Trustee's Beneficiary shall be the person or persons so designated
by the Trustee in a written instrument submitted to the Secretary of the
Funds. In the event the Trustee fails to properly designate a
Beneficiary, his Beneficiary shall be the person or persons in the first
of the following classes of successive preference Beneficiaries
Surviving at the death of the Trustee: the Trustees (1) surviving
spouse, or (2) estate.
5. AMENDMENT AND TERMINATION
5.1 The Board of Trustees may at any time in its sole discretion
amend or terminate this Plan; provided however, that no Such amendment
or termination shall adversely affect the right of Trustees to receive
amounts previously credited to their Deferral Accounts.
6. MISCELLANEOUS
6.1 Rights of Creditors.
(a) This Agreement is an unfunded and non-qualified deferred
compensation arrangement. Neither the Trustee nor other persons shall
have any interest in any specific asset or assets of a Fund by reason of
any Deferral Account hereunder, nor any rights to receive distribution
of his Deferral Account except as and to the extent expressly provided
hereunder. A Fund shall not be required to purchase, hold or dispose of
any investments pursuant to this Agreement; however, if in order to
cover its obligations hereunder the Fund elects to purchase any
investments the same shall continue for all purposes to be a part of the
general assets and property of the Fund, subject to the claims of its
general creditors and no person other than the Fund shall by virtue of
the provisions of this Agreement have any interest in such assets other
than an interest as a general creditor.
(b) The rights of the Trustee and the Beneficiaries to the amounts
held in the Deferral Account are unsecured and shall be subject to the
creditors of the Funds. With respect to the payment of amounts held
under the Deferral Account, the Trustee and his Beneficiaries have the
status of unsecured creditors of the Funds. This Agreement is executed
on behalf of the Fund by an officer of a Fund as such and not
individually. Any obligation of a Fund hereunder shall be an unsecured
obligation of the Fund and not of any other person.
6.2 Agents. The Funds may employ agents and provide for such
clerical, legal, actuarial, accounting, advisory or other services as
they deem necessary to perform their duties under this Agreement. The
Funds shall bear the cost of such services and all other expenses they
incur in connection with the administration of this Agreement.
6.3 Incapacity. If a Fund shall receive evidence satisfactory to
it that the Trustee or any Beneficiary entitled to receive any benefit
under this Agreement is, at the time when such benefit becomes payable,
a Minor, or is physically or mentally incompetent to give a valid
release therefor, and that another person or an institution is then
maintaining or has custody of the Trustee or Beneficiary and that no
guardian, committee or other representative of the estate of the Trustee
or Beneficiary shall have been duly appointed, the Fund may make payment
of such benefit otherwise payable to the Trustee or Beneficiary to such
other person or institution, including a custodian under a Uniform Gifts
to Minors Act, or corresponding legislation (who shall be a guardian of
the minor or a trust company), and the release of such other person or
institution shall be a valid and complete discharge for the payment of
such benefit.
6.4 Cooperation of Parties. All parties to this Agreement and any
person claiming any interest hereunder agree to perform any and all acts
and execute any and all documents and papers which are necessary or
desirable for carrying out this Agreement or any of its provisions.
6.5 Governing Law. This Agreement is made and entered into in the
State of North Carolina and all matters concerning its validity,
construction and administration shall be governed by the laws of the
State of North Carolina.
6.6 No Guarantee of Trusteeship. Nothing contained in this
Agreement shall be construed as a guaranty or right of any Trustee to be
continued as a Trustee of one or more of the Evergreen Funds (or of a
right of a Trustee to any specific level of Compensation) or as a
limitation of the right of any of the Evergreen Funds, by shareholder
action or otherwise, to remove any of its trustees.
6.7 Counsel. The Funds may consult with legal counsel with respect
to the meaning or construction of this Agreement, their obligations or
duties hereunder or with respect to any action or proceeding or any
question of law, and they shall be fully protected with respect to any
action taken or omitted by them in good faith pursuant to the advice of
legal counsel.
6.8 Spendthrift Provision. The Trustees' and Beneficiaries'
interests in the Deferral Account shall not be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charges
and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void; nor shall any portion
of any such right hereunder be in any manner payable to any assignee,
receiver or trustee, or be liable for such person's debts, contracts,
liabilities, engagements or torts, Or be subject to any legal process to
levy upon or attach.
6.9 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or
mailed by United States registered or certified mail, return receipt
requested, postage prepaid, or by nationally recognized overnight
delivery service, addressed to the Trustee at the home address set forth
in the Funds' records and to a Fund at its principal place of business,
provided that all notices to a Fund shall be directed to the attention
of the Secretary of the Fund or to such other address as either party
may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon
receipt.
6.10 Entire Agreement. This Agreement contains the entire
understanding between the Funds and the Trustee with respect to the
payment of non-qualified elective deferred compensation by the Funds to
the Trustee.
6.11 Interpretation of Agreement. Interpretation of, and
determinations related to, this Agreement made by the Funds in good
faith, including any determinations of the amounts of the Deferral
Account, shall be conclusive and binding upon all parties; and a Fund
shall not incur any liability to the Trustee for any such interpretation
or determination so made or for any other action taken by it in
connection with this Agreement in good faith.
6.12 Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of, the Funds and their successors and
assigns and to the Trustees and his heirs, executors, administrators and
personal representatives.
6.13 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the
other provisions hereof and such other provisions shall remain in full
force and effect unaffected by such invalidity or unenforceability.
6.14 Execution of Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
EVERGREEN TRUST
EVERGREEN EQUITY TRUST
EVERGREEN INVESTMENT TRUST
EVERGREEN TOTAL RETURN FUND
EVERGREEN GROWTH AND INCOME FUND
THE EVERGREEN AMERICAN RETIREMENT
TRUST
EVERGREEN FOUNDATION TRUST
EVERGREEN MUNICIPAL TRUST
EVERGREEN MONEY MARKET FUND
EVERGREEN LIMITED MARKET FUND, INC.
By:
________________ ____________________
Witness Xxxx X. Xxxxxxx
President
________________ ____________________
Witness Trustee
ATTACHMENT A
EVERGREEN TRUSTS & FUNDS
1. EVERGREEN TRUST
a. Evergreen Fund
b. Evergreen Aggressive Growth Fund
2. EVERGREEN EQUITY TRUST
a. Evergreen Global Real Estate Equity Fund
b. Evergreen U.S. Real Estate Equity Fund
C. Evergreen Global Leaders Fund
3. EVERGREEN INVESTMENT TRUST
a. Evergreen International Equity Fund
b. Evergreen Emerging Markets Growth Fund
C. Evergreen Balanced Fund
d. Evergreen Value Fund
e. Evergreen Utility Fund
f. Evergreen U.S. Government Fund
g. Evergreen Fixed Income Fund
h. Evergreen Managed Bond Fund (Y Shares only)
i. Evergreen High Grade Tax Free Fund
J. Evergreen Florida Municipal Bond Fund
k. Evergreen Georgia Municipal Bond Fund
1. Evergreen North Carolina Municipal Bond Fund
M. Evergreen South Carolina Municipal Bond Fund
n. Evergreen Virginia Municipal Bond Fund
0. Evergreen Treasury Money Market
4. EVERGREEN TOTAL RETURN FUND
5. EVERGREEN GROWTH AND INCOME FUND
6. THE EVERGREEN AMERICAN RETIREMENT TRUST
a. Evergreen American Retirement Fund
b. Evergreen Small Cap Equity Income Fund
7. EVERGREEN FOUNDATION TRUST
a. Evergreen Foundation Fund
b. Evergreen Tax Strategic Foundation Fund
8. EVERGREEN MUNICIPAL TRUST
a. Evergreen Short-intermediate municipal Fund
b. Evergreen Short-intermediate Municipal Fund-California
C. Evergreen Florida High Income Municipal Fund
d. Evergreen Tax Exempt Money Market Fund
9. EVERGREEN MONEY MARKET FUND
10. EVERGREEN LIMITED MARKET FUND, INC.
ATTACHMENT B
EVERGREEN TRUSTS & FUNDS
Available Fund Options
Evergreen International Equity Fund
Evergreen Aggressive Growth Fund
Evergreen Fund
Evergreen Foundation Fund
Evergreen Growth & Income
Evergreen Value
Evergreen Fixed Income
Evergreen Money Market Fund
ATTACHMENT C
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
TO: The Secretary of The Evergreen Funds
FROM:
DATE:
With respect to the Deferred Compensation Agreement (the
"Agreement") dated as of November __, 1995 by and between the
undersigned and The Evergreen Funds, I hereby make the following
elections:
Deferral of Compensation
Starting with Compensation to be paid to me with respect to
services provided by me to The Evergreen Funds after the date this
election form is provided to The Evergreen Funds, and for all periods
thereafter (unless subsequently amended by way of a new election form),
I hereby elect that ___ percent (__%) of my Compensation (as defined
under the Agreement) be deferred and that the Funds establish a
bookkeeping account credited with amounts equal to the amount so
deferred (the "Deferral Account"), The Deferral Account shall be
further credited with income equivalents as provided under the
Agreement. Each Compensation Deferral (as defined in the Agreement)
shall be deemed invested pursuant to Section 3.3 of the Agreement as of
the same day it would have been paid to me.
I wish the Compensation Deferral to be invested in the Funds
and percentages noted in Annex A to this Form.
I understand that the amounts held in the Deferral Account
shall remain the general assets of The Evergreen Funds and that, with
respect to the payment of such amounts, I am merely a general creditor
of The Evergreen Funds. I may not sell, encumber, pledge, assign or
otherwise alienate the amounts held under the Deferral Account.
Distribution from Deferral Account
I hereby elect that distributions from my Deferral Account be
paid:
______ in a lump sum or
______ in quarterly installments for ___ years (specify a
number of years not to exceed ten); commencing on the first business
day of January following:
______ the year in which I cease to be a member of the
Board of Trustees of the Funds, or
______ a calendar year but not a year earlier than 2000.
I hereby agree that the terms of the Agreement are incorporated
herein and are made a part hereof. Dated as of the day and year first
above written.
WITNESS: TRUSTEE:
__________________ __________________
RECEIVED:
THE EVERGREEN FUNDS
By:____________________
Name:__________________
Title:_________________
Date:__________________
ANNEX A
I desire that my deferred Compensation be invested as follows:
Evergreen International Equity Fund %_____
Evergreen Aggressive Growth Fund %_____
Evergreen Fund %_____
Evergreen Foundation Fund %_____
Evergreen Growth & Income Fund %_____
Evergreen Value %_____
Evergreen Fixed Income %_____
Evergreen Money Market Fund %_____
______________________
100% of Deferred
Compensation Amount
ATTACHMENT D
THE EVERGREEN FUNDS
DEFERRED COMPENSATION PLAN
DESIGNATION OF BENEFICIARY
You may designate one or more beneficiaries to receive any
amount remaining in your Deferral Account at your death. If your
Designated Beneficiary survives you, but dies before receiving the full
amount of the Deferral Account to which he or she is entitled, the
remainder will be paid to the Designated Beneficiary's estate, unless
you specifically elect otherwise in your Designation of Beneficiary
form.
You may indicate the names not only of one or more primary
Designated Beneficiaries but also the names of secondary beneficiaries
who would receive amounts in your Deferral Account in the event the
primary beneficiary or beneficiaries are not alive at your death. In
the case of each Designated Beneficiary, give his or her name, address,
relationship to you, and the percentage of your Deferral Account he or
she is to receive. You may change your Designated Beneficiaries at any
time, without their consent, by filing a new Designation of Beneficiary
form with the Secretary of the Funds.
******************************************
As a participant in the Evergreen Funds' Deferred Compensation
Plan (the "Plan"), I hereby designate the person or persons listed
below to receive any amount remaining in my Deferral Account in the
event of my death. This designation of beneficiary shall become
effective upon its delivery to the Secretary of the Funds prior to my
death, and revokes any designation(s) of beneficiary previously made by
me. I reserve the right to revoke this designation of beneficiary at
any time without notice to any beneficiary.
I hereby name the following as primary Designated Beneficiaries
under the Plan:
_____________________________________________________________________
Name Relationship Percentage Address
_____________________________________________________________________
Name Relationship Percentage Address
_____________________________________________________________________
Name Relationship Percentage Address
_____________________________________________________________________
Name Relationship Percentage Address
In the event that one or more of my primary Designated
Beneficiaries predeceases mer his or her share shall be allocated among
the Surviving primary Designated Beneficiaries. I name the following as
secondary Designated Beneficiaries under the Plan, in the event that no
primary Designated Beneficiary survives me:
______________________________________________________________________
Name Relationship Percentage Address
______________________________________________________________________
Name Relationship Percentage Address
______________________________________________________________________
Name Relationship Percentage Address
______________________________________________________________________
Name Relationship Percentage Address
In the event that no primary Designated Beneficiary
survives me and one or more of the secondary Designated Beneficiaries
predeceases me, his or her share shall be allocated among the
surviving secondary Designated Beneficiaries.
___________________ _____________________
(witness) (Signature of Trustee)
Date: Date:
