MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 2nd day of
January, 2002 between the Evergreen Trusts listed on SCHEDULE A, each a Delaware
business trust (herein called individually the "Trust" and together the
"Trusts"), and Evergreen Investment Services, Inc., a Delaware corporation
(herein called "EIS").
W I T N E S S E T H:
WHEREAS, each Trust is a Delaware business trust consisting of one or
more series which operates as an open-end management investment company and is
so registered under the Investment Company Act of 1940; and
WHEREAS, each Trust desires to retain EIS as its Administrator to
provide it with administrative services and EIS is willing to render such
services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR. Each Trust hereby appoints EIS as Administrator
of the Trust and each of its series listed on SCHEDULE A attached hereto on the
terms and conditions set forth in this Agreement; and EIS hereby accepts such
appointment and agrees to perform the services and duties set forth in Section 2
of this Agreement in consideration of the compensation provided for in Section 4
hereof.
2. SERVICES AND DUTIES. As Administrator, and subject to the supervision and
control of the Trustees of each Trust, EIS will hereafter provide facilities,
equipment and personnel to carry out the following administrative services for
operation of the business and affairs of each Trust and each of its series:
(a) Prepare, file and maintain each Trust's governing documents,
including the Declaration of Trust (which has previously been prepared
and filed), the By laws, minutes of meetings of Trustees and
shareholders, and proxy statements for meetings of shareholders;
(b) Prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for each Trust and each Trust's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents as may be
necessary or convenient to enable the Trust to make a continuous
offering of its shares;
(c) Prepare, negotiate and administer contracts on behalf of each Trust
with, among others, each Trust's distributor, and custodian and
transfer agent;
(d) Supervise each Trust's fund accounting agent in the maintenance of
each Trust's general ledger and in the preparation of each Trust's
financial statements, including oversight of expense accruals and
payments and the determination of the net asset value of each Trust's
assets and of each Trust's shares, and of the declaration and payment
of dividends and other distributions to shareholders;
(e) Calculate performance data of each Trust for dissemination to
information services covering the investment company industry;
(f) Prepare and file each Trust's tax returns;
(g) Examine and review the operations of each Trust's custodian and
transfer agent;
(h) Coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) Prepare various shareholder reports;
(j) Assist with the design, development and operation of new series of
each Trust;
(k) Coordinate shareholder meetings;
(l) Provide general compliance services; and
(m) Advise each Trust and its Trustees on matters concerning the Trust
and its affairs.
The foregoing, along with any additional services that EIS shall agree
in writing to perform for each Trust hereunder, shall hereafter be referred to
as "Administrative Services." Administrative Services shall not include any
duties, functions, or services to be performed for each Trust by such Trust's
investment adviser, distributor, custodian or transfer agent pursuant to their
agreements with such Trust.
3. EXPENSES. EIS shall be responsible for expenses incurred in providing office
space, equipment and personnel as may be necessary or convenient to provide the
Administrative Services to each Trust. Each Trust shall be responsible for all
other expenses incurred by EIS on behalf of such Trust, including without
limitation postage and courier expenses, printing expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Trustees who are not EIS employees, and trade
association dues.
4. COMPENSATION. As compensation for the Administrative Services provided to the
Trusts with respect to their series, the Trusts hereby agree to pay and EIS
hereby agrees to accept as full compensation for its services rendered hereunder
an administrative fee, calculated daily and payable monthly, at an annual rate
determined in accordance with SCHEDULE B attached hereto.
5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by any Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or negligence on its part in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement. EIS shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trusts) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
Any person, even though also an officer, director, partner, employee or agent of
EIS, who may be or become an officer, trustee, employee or agent of the Trusts,
shall be deemed, when rendering services to the Trusts or acting on any business
of the Trusts (other than services or business in connection with the duties of
EIS hereunder) to be rendering such services to or acting solely for the Trusts
and not as an officer, director, partner, employee or agent or one under the
control or direction of EIS even though paid by EIS.
6. DURATION AND TERMINATION.
(a) This Agreement shall be in effect until December 31, 2002, and
shall continue in effect from year to year thereafter, provided it is
approved, at least annually, by a vote of a majority of Trustees of the
Trusts including a majority of the disinterested Trustees.
(b) This Agreement may be terminated at any time, without payment of
any penalty, on sixty (60) day's prior written notice by a vote of a
majority of any Trust's Trustees or by EIS.
7. AMENDMENT. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. NOTICES. Notices of any kind to be given to any Trust hereunder by EIS shall
be in writing and shall be duly given if delivered to such Trust at: 000
Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Secretary. Notices of any kind to
be given to EIS hereunder by any Trust shall be in writing and shall be duly
given if delivered to EIS at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Attention: Chief Administrative Officer.
9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of the
limitation of liability as set forth in each Trust's Declaration of Trust and
agrees that the obligations pursuant to this Agreement of a particular series
and of each Trust with respect to that particular series be limited solely to
the assets of that particular series, and EIS shall not seek satisfaction of any
such obligation from the assets of any other series, the shareholders of any
series, the Trustees, officers, employees or agents of the Trust, or any of
them.
10. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. Subject to the provisions of Section 5 hereof, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Master
Administrative Services Agreement to be executed by their officers designated
below as of the day and year first above written.
EVERGREEN EQUITY TRUST
EVERGREEN FIXED INCOME TRUST
EVERGREEN MUNICIPAL TRUST
EVERGREEN INTERNATIONAL TRUST
EVERGREEN MONEY MARKET TRUST
EVERGREEN SELECT EQUITY TRUST
EVERGREEN SELECT FIXED INCOME TRUST
EVERGREEN SELECT MONEY MARKET TRUST
EVERGREEN VARIABLE ANNUITY TRUST
By:__________________________
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
EVERGREEN INVESTMENT SERVICES, INC.
By:__________________________
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
SCHEDULE A
(As of September 16, 2002)
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Adjustable Rate Fund
Evergreen Core Bond Fund
Evergreen Short Intermediate Bond Fund
Evergreen Fixed Income Fund II
Evergreen Select High Yield Bond Fund
Evergreen Intermediate Municipal Bond Fund
(formerly Evergreen Intermediate Term Municipal Bond Fund)
Evergreen International Bond Fund
Evergreen Limited Duration Fund
EVERGREEN SELECT EQUITY TRUST
Evergreen Select Balanced Fund
Evergreen Core Equity Fund
Evergreen Equity Index Fund
Evergreen Select Small Cap Growth Fund
Evergreen Select Strategic Growth Fund
Evergreen Special Equity Fund
Evergreen Strategic Value Fund
EVERGREEN SELECT MONEY MARKET TRUST
Evergreen Cash Management Money Market Fund
Evergreen Institutional 100% Treasury Money Market Fund
Evergreen Institutional Money Market Fund
Evergreen Institutional Municipal Money Market Fund
Evergreen Institutional Treasury Money Market Fund
Evergreen Institutional U.S. Government Money Market Fund
Evergreen Prime Cash Management Money Market Fund
SNAP Fund
EVERGREEN MUNICIPAL TRUST
Evergreen Connecticut Municipal Bond Fund
Evergreen Florida High Income Municipal Bond Fund
Evergreen Florida Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen High Grade Municipal Bond Fund
Evergreen High Income Municipal Bond Fund
Evergreen Maryland Municipal Bond Fund
Evergreen Municipal Bond Fund
Evergreen New Jersey Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen Offit California Municipal Bond Fund
Evergreen Offit National Municipal Bond Fund
Evergreen Offit New York Municipal Bond Fund
Evergreen Pennsylvania Municipal Bond Fund
Evergreen Short-Intermediate Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund
EVERGREEN EQUITY TRUST
Evergreen Aggressive Growth Fund
Evergreen Asset Allocation Fund
Evergreen Balanced Fund
Evergreen Blue Chip Fund
Evergreen Capital Growth Fund
Evergreen Emerging Growth Fund
(formerly Evergreen Small Company Growth Fund)
Evergreen Equity Income Fund
Evergreen Foundation Fund
Evergreen Fund
Evergreen Growth and Income Fund
Evergreen Growth Fund
Evergreen Health Care Fund
Evergreen Large Company Growth Fund
Evergreen Masters Fund
Evergreen Omega Fund
Evergreen Premier 20 Fund
Evergreen Small Cap Value Fund
Evergreen Special Values Fund
Evergreen Stock Selector Fund
Evergreen Tax Strategic Equity Fund
Evergreen Tax Strategic Foundation Fund
Evergreen Technology Fund
Evergreen Utility and Telecommunications Fund
Evergreen Value Fund
EVERGREEN FIXED INCOME TRUST
Evergreen Diversified Bond Fund
Evergreen High Yield Bond Fund
Evergreen Mortgage Securities Fund
Evergreen Offit High Yield Fund
Evergreen Offit Mortgage Securities Fund
Evergreen Offit U.S. Government Securities Fund
Evergreen Strategic Income Fund
Evergreen U.S. Government Fund
EVERGREEN INTERNATIONAL TRUST
Evergreen Emerging Markets Growth Fund
Evergreen Global Leaders Fund
Evergreen Global Opportunities Fund
Evergreen International Growth Fund
Evergreen Offit Emerging Markets Bond Fund
Evergreen Precious Metals Fund
EVERGREEN MONEY MARKET TRUST
Evergreen California Municipal Money Market Fund
Evergreen Florida Municipal Money Market Fund
Evergreen Money Market Fund
Evergreen Municipal Money Market Fund
Evergreen New Jersey Municipal Money Market Fund
Evergreen New York Municipal Money Market Fund
Evergreen Pennsylvania Municipal Money Market Fund
Evergreen Treasury Money Market Fund
Evergreen U.S. Government Money Market Fund
EVERGREEN VARIABLE ANNUITY TRUST
Evergreen Offit VA Emerging Markets Bond Fund
Evergreen Offit VA U.S. Government Securities Fund
Evergreen VA Blue Chip Fund
Evergreen VA Capital Growth Fund
Evergreen VA Core Bond Fund
Evergreen VA Equity Index Fund
Evergreen VA Foundation Fund
Evergreen VA Fund
Evergreen VA Global Leaders Fund
Evergreen VA Growth and Income Fund
Evergreen VA Growth Fund
Evergreen VA High Income Fund
Evergreen VA International Growth Fund
Evergreen VA Masters Fund
Evergreen VA Omega Fund
Evergreen VA Small Cap Value Fund
Evergreen VA Special Equity Fund
Evergreen VA Strategic Income Fund
SCHEDULE B
(As of September 16, 2002)
FEE SCHEDULE FOR THE FOLLOWING FLUCTUATING FUNDS (the " Fluctuating Funds")*:
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Adjustable Rate Fund
Evergreen Core Bond Fund
Evergreen Short Intermediate Bond Fund
Evergreen Fixed Income Fund II**
Evergreen Select High Yield Bond Fund
Evergreen Intermediate Municipal Bond Fund
Evergreen International Bond Fund
Evergreen Limited Duration Fund
EVERGREEN SELECT EQUITY TRUST
Evergreen Select Balanced Fund
Evergreen Core Equity Fund
Evergreen Equity Index Fund
Evergreen Select Small Cap Growth Fund
Evergreen Special Equity Fund
Evergreen Strategic Value Fund
EVERGREEN MUNICIPAL TRUST
Evergreen Connecticut Municipal Bond Fund
Evergreen New Jersey Municipal Bond Fund
Evergreen Pennsylvania Municipal Bond Fund
Evergreen Offit California Municipal Bond Fund
Evergreen Offit New York Municipal Bond Fund
Evergreen Florida High Income Municipal Bond Fund
Evergreen Florida Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen Maryland Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund
Evergreen High Grade Municipal Bond Fund
Evergreen Municipal Bond Fund
Evergreen Short-Intermediate Municipal Bond Fund
Evergreen High Income Municipal Bond Fund
Evergreen Offit National Municipal Bond Fund
EVERGREEN EQUITY TRUST
Evergreen Balanced Fund
Evergreen Foundation Fund
Evergreen Tax Strategic Foundation Fund
Evergreen Blue Chip Fund
Evergreen Growth and Income Fund
Evergreen Equity Income Fund
Evergreen Small Cap Value Fund
Evergreen Special Values Fund
Evergreen Value Fund
Evergreen Aggressive Growth Fund
Evergreen Asset Allocation Fund
Evergreen Capital Growth Fund
Evergreen Emerging Growth Fund
Evergreen Fund
Evergreen Growth Fund
Evergreen Masters Fund
Evergreen Omega Fund
Evergreen Stock Selector Fund
Evergreen Large Company Growth Fund
Evergreen Premier 20 Fund
Evergreen Tax Strategic Equity Fund
Evergreen Health Care Fund
Evergreen Technology Fund
Evergreen Utility and Telecommunications Fund
EVERGREEN FIXED INCOME TRUST
Evergreen Diversified Bond Fund
Evergreen High Yield Bond Fund
Evergreen Mortgage Securities Fund
Evergreen Offit High Yield Fund
Evergreen Offit Mortgage Securities Fund
Evergreen Offit U.S. Government Securities Fund
Evergreen Strategic Income Fund
Evergreen U.S. Government Fund
EVERGREEN INTERNATIONAL TRUST
Evergreen Emerging Markets Growth Fund
Evergreen Global Leaders Fund
Evergreen Global Opportunities Fund
Evergreen International Growth Fund
Evergreen Offit Emerging Markets Bond Fund
Evergreen Precious Metals Fund
EVERGREEN VARIABLE ANNUITY TRUST
Evergreen Offit VA Emerging Markets Bond Fund
Evergreen Offit VA U.S. Government Securities Fund
Evergreen VA Blue Chip Fund
Evergreen VA Capital Growth Fund
Evergreen VA Core Bond Fund
Evergreen VA Equity Index Fund
Evergreen VA Foundation Fund
Evergreen VA Fund
Evergreen VA Global Leaders Fund
Evergreen VA Growth and Income Fund
Evergreen VA Growth Fund
Evergreen VA High Income Fund
Evergreen VA International Growth Fund
Evergreen VA Masters Fund
Evergreen VA Omega Fund
Evergreen VA Small Cap Value Fund
Evergreen VA Special Equity Fund
Evergreen VA Strategic Income Fund
- 0.100% on first $50 billion in Fluctuating Fund assets;
- 0.090% on next $25 billion;
- 0.080% on next $25 billion;
- 0.075% on next $25 billion;
- 0.050% on assets over $125 billion;
* Minimum fee of $50,000 which will be waived to the extent that it causes
any Fund to exceed a contractual expense cap.
SCHEDULE B
(as of September 16, 2002)
FEE SCHEDULE FOR THE FOLLOWING MONEY MARKET FUNDS (the "Money Market Funds")*:
EVERGREEN SELECT MONEY MARKET TRUST
Evergreen Institutional Money Market Fund
Evergreen Institutional Municipal Money Market Fund
Evergreen Institutional Treasury Money Market Fund
Evergreen Institutional 100% Treasury Money Market Fund
Evergreen Institutional U.S. Government Money Market Fund
Evergreen Cash Management Money Market Fund
Evergreen Prime Cash Management Money Market Fund
SNAP Fund**
EVERGREEN MONEY MARKET TRUST
Evergreen California Municipal Money Market Fund
Evergreen Florida Municipal Money Market Fund
Evergreen Money Market Fund
Evergreen Municipal Money Market Fund
Evergreen New Jersey Municipal Money Market Fund
Evergreen New York Municipal Money Market Fund
Evergreen Pennsylvania Municipal Money Market Fund
Evergreen Treasury Money Market Fund
Evergreen U.S. Government Money Market Fund
- 0.060% on first $60 billion in Money Market assets;
- 0.055% on next $40 billion; - 0.050% on next $25 billion;
- 0.040% on assets over $125 billion;
* Minimum fee of $50,000 which will be waived to the extent that it causes
any Fund to exceed a contractual expense cap.
** Neither Fixed Income Fund II nor SNAP Fund pay an administrative services
fee.
