FORM OF ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this ___ day of____,
2004 between Evergreen Utilities and High Income Fund , a Delaware statutory
trust (herein called the "Trust"), and Evergreen Investment Services, Inc., a
Delaware corporation (herein called "EIS").
W I T N E S S E T H:
WHEREAS, the Trust is a Delaware statutory trust registered under the
Investment Company Act of 1940; and
WHEREAS, the 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. The Trust hereby appoints EIS as Administrator
of the Trust 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 the Trust, EIS will hereafter provide facilities,
equipment and personnel to carry out the following administrative services for
operation of the business and affairs of the Trust:
(a) Prepare, file and maintain the 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 the Trust and the 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 an offering of its shares;
(c) Prepare, negotiate and administer contracts on behalf of the Trust
with, among others, the Trust's underwriters, custodian and transfer
agent;
(d) Supervise the Trust's fund accounting agent in the maintenance of the
Trust's general ledger and in the preparation of the Trust's financial
statements, including oversight of expense accruals and payments and
the determination of the net asset value of the Trust's assets and of
the Trust's shares, and of the declaration and payment of dividends
and other distributions to shareholders;
(e) Calculate performance data of the Trust for dissemination to
information services covering the investment company industry;
(f) Prepare and file the Trust's tax returns;
(g) Examine and review the operations of the Trust's custodian and
transfer agent;
(h) Coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) Prepare various shareholder reports;
(j) Prepare and file an application for listing the Trust's shares on the
American Stock Exchange, and prepare and file any other documents
required to be filed with such Exchange or any other exchange on which
the Trust's shares are listed or traded;
(k) Coordinate shareholder meetings;
(l) Provide general compliance services; and
(m) Advise the 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 the Trust hereunder, shall hereafter be referred to as
"Administrative Services." Administrative Services shall not include any duties,
functions, or services to be performed for the Trust by the Trust's investment
adviser, underwriters, custodian or transfer agent pursuant to their agreements
with the 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 the Trust. The Trust shall be responsible for all
other expenses incurred by EIS on behalf of the Trust, including without
limitation postage and courier expenses, printing expenses, registration fees,
filing fees, all stock exchange listing expenses, 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
Trust, the Trust hereby agrees 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 the annual rate of 0.05% of the Trust's
average daily Total Assets (defined as net assets of the Trust plus borrowings
or other leverage for investment purposes to the extent excluded in calculating
net assets).
5. RESPONSIBILITY OF ADMINISTRATOR. EIS 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 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 Trust) 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 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 duties of
EIS 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 EIS even though paid by EIS.
6. DURATION AND TERMINATION.
(a) This Agreement shall be in effect until December 31, 2003, 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 Trust including a majority of the disinterested Trustees.
(b) This Agreement may be terminated at any time, without payment of any
penalty, on sixty (60) days' prior written notice by a vote of a
majority of the 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 the Trust hereunder by EIS shall
be in writing and shall be duly given if delivered to the Trust at: ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Secretary. Notices of any kind to be given
to EIS hereunder by the Trust shall be in writing and shall be duly given if
delivered to EIS at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Attention:
Chief Administrative Officer.
9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust and agrees that
the obligations pursuant to this Agreement of the Trust be limited solely to the
assets of the Trust, and EIS shall not seek satisfaction of any such obligation
from the assets of the shareholders, 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 Administrative
Services Agreement to be executed by their officers designated below as of the
day and year first above written.
EVERGREEN UTILITIES AND HIGH INCOME FUND
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
EVERGREEN INVESTMENT SERVICES, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary