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.
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(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
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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.
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(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
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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.
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(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
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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
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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 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
________________ ____________________
Witness Trustee
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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
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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
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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.
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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:__________________
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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 ▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇
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.
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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:
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