FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made as of the 13th day of December 2002, by and between
EVERGREEN INCOME ADVANTAGE FUND, a Delaware statutory trust (the "Trust") and
EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware limited liability
company, (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, or 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 appointment 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 (the "1934 Act")) provided
to the Trust and/or other accounts over which the Adviser or an affiliate of the
Adviser exercises investment discretion. The Adviser is authorized to pay a
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Trust 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
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
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,
trust, 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 have 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 0.60% of its total assets (defined as net assets plus borrowings or
other leverage for investment purposes).
The Adviser's fee is computed as of the close of business on each
business day.
A pro rata portion of the Trust'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 ("SubAdviser") 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 SubAdviser all 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.
7. The Trust shall cause the books and accounts to be audited at least
once each year by a reputable independent public accountant or organization of
public accountant or organization of public accountants who shall render a
report to the Trust.
8. Subject to and in accordance with the Declaration of Trust of the
Trust, the governing documents of the Adviser and the governing documents of any
SubAdviser, it is understood that Trustees, Directors, officers, agents and
shareholders of the Trust or any Adviser 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 or any Adviser as
Trustees, Directors, officers, shareholders or otherwise; that the Adviser (or
any such successor) is or may be interested in the Trust or any SubAdviser as
shareholder, or otherwise; and that the effect of any such adverse interests
shall be governed by the Declaration of Trust of the Trust, governing documents
of the Adviser and governing documents of any SubAdviser.
9. This Agreement shall continue in effect for two years from the date
set forth above and after such date (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
renewal 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.
10. 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.
11. 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 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, any predecessor 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 or the affected
Funds shall have, for all purposes of this Agreement, the meaning provided
therefor in the 1940 Act.
12. Any compensation payable to the Adviser hereunder for any period
other than a full year shall be proportionately adjusted.
13. 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 INCOME ADVANTAGE FUND
By:
--------------------------------------------
Name:
Title:
EVERGREEN INVESTMENT
MANAGEMENT COMPANY, LLC
By:
--------------------------------------------
Name:
Title:
