Sub-Transfer Agent Agreement
Evergreen Select Money Market Trust, on behalf of its series the SNAP Fund (the
"Fund") and the Evergreen Service Company, ("Company") hereby agree to an
arrangement whereby Company will perform sub-transfer agency services for
various municipality accounts established under the SNAP Program (the
"Accounts") subject to the following provisions:
1. Investment in Shares of Fund
Company will provide investment program recordkeeping for the Accounts.
Company will provide for the allocation of net amounts received for
investment in the shares of the Fund.
2. Availability of Shares
Company will comply with all applicable State or Federal laws in
maintaining records of ownership of the shares. Company represents that
it may properly cause shares of the Fund to be made available for the
purposes of this Agreement.
3. Pricing Information: Orders
Company will make shares available to be purchased at net asset value
applicable to each order. Fund shares shall be purchased in such
quantity and according to the time standards determined herein by
Company as may be necessary to meet the requirements of the Accounts.
(See Exhibit A attached hereto).
Fund will provide or cause to be provided closing net asset value,
dividend and capital gain information at the close of trading each
business day to Company. Orders will be telephoned or faxed by 12:00
Noon EST directly to Company and payment for net purchases will be
wired same day to a custodial account designated by Company so as to
coincide with the order for Fund shares.
4. Expenses
All expenses incident to the performance by Company of services for the
Fund under this Agreement shall be paid by Company and/or the Funds,
including the costs of registration of the Fund's shares with the
Securities and Exchange Commission and in those states where required.
Company shall distribute to the Accounts any proxy material, periodic
fund reports to shareholders, and other material the Fund may require
to be sent to investors. The cost of preparing, printing and
distributing this material shall be paid by Company or the Fund.
6. Administration of Accounts
Administrative services to the Accounts shall be the responsibility of
Company.
7. Termination
This Agreement shall terminate as to the sale and issuance of new
shares of the Fund:
a. at the option of Fund or Company upon six months advance
written notice to the other;
b. at the option of Company or the Fund upon the institution of
formal proceedings against Fund or Company by the National
Association of Securities Dealers, the Securities and Exchange
Commission or any other regulatory body;
c. upon assignment of this Agreement, unless made with the
written consent of the parties hereto;
d. if the Fund's shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of
Fund's shares as an investment of the Accounts. Prompt notice
shall be given by any party to the others in the event the
conditions of this provision occur.
e. at the option of the Fund if decided by the Board of Trustees.
8. Notice
Each notice required by this Agreement shall be given in writing to:
If to Fund:
Evergreen Funds
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to Company:
Evergreen Services Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
9. Proxy Voting
Company will distribute all proxy materials furnished by Fund to the
Accounts who will vote Fund shares. Company and its agents will in no
way recommend action in connection with or oppose or interfere with the
solicitation of proxies for Fund.
10. Indemnification
a. Fund agrees to indemnify and hold harmless Company and each of
its directors, trustees, officers, employees, agents and each
person, if any, who controls Company within the meaning of the
Securities Act of 1933 (the" Act") against any losses, claims,
damages or liabilities to which Company or any such director,
trustee, officer, employee, agent or controlling person may
become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in
the Registration Statement, prospectus, or sales literature of
the Fund or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading; and Fund will reimburse any legal or other
expenses reasonably incurred by Company or any such director,
trustee, officer, employee, agent, or controlling person in
connection with investigating or defending any such loss,
claims, damage, liability or action; provided, however, that
Fund will not be liable in any such case to the extent that
any such loss, claim, damage, or liability arises out of or is
based upon an untrue statement or omission or alleged omission
made in such Registration Statement or prospectus in
conformity with written information furnished by Company
specifically for use therein, or arises out of or is based
upon or is a result of conduct, statements or representations
of the Company or its agents, with respect to distribution of
or communications concerning shares of the Fund. This
indemnity agreement will be in addition to any liability which
Fund may otherwise have.
b. Company agrees to indemnify and hold harmless Fund and each of
its directors, trustees, officers, employees, agents and each
person, if any, who controls Fund within the meaning of the
Act against any losses, claims, damages or liabilities to
which Fund or any such director, trustee, officer, employee,
agent or controlling person may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement, prospectus, or sales literature of the Fund or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and Company will reimburse any legal or other
expenses reasonably incurred by Fund or any such director,
trustee, officer, employee, agent, or controlling person in
connection with investigating or defending any such loss,
claims, damage, liability or action; provided, however, that
Company will not be liable in any such case to the extent that
any such loss, claim, damage, or liability arises out of or is
based upon an untrue statement or omission or alleged omission
made in such Registration Statement or prospectus in
conformity with written information furnished by Fund
specifically for use therein. This indemnity agreement will be
in addition to any liability which Company may otherwise have.
c. Promptly after receipt by an indemnified party under this
paragraph of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party under this paragraph,
notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this paragraph. In case
any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish to
assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to
such indemnified part under this paragraph for any legal or
other expense subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable
costs of investigation.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of this 15th day of December, 2000.
EVERGREEN SELECT MONEY MARKET TRUST, ON BEHALF OF
SNAP FUND
By: ________________________________________
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
EVERGREEN SERVICE COMPANY
By: ________________________________________
/s/ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
President
Exhibit A
Provisions relating to the Sub-Transfer Agent Agreement
The Company shall use its best efforts to perform the following services and/or
operating procedures, all in accordance with the terms of this Agreement.
1. Make shares available in the Fund to be purchased at net asset value
for each order with no sales charges.
2. No transaction and/or wire fees will be applicable to purchases or
redemptions in mutual fund shares of the Fund.
3. The Fund agrees to provide a schedule of anticipated dividend and
distribution payment dates for the Fund.
4. The Fund and Company agree that all purchase and redemption wires
exchanged between the parties will take place on Trade Date and all
trades placed by 12:00 Noon EST with the Fund will be permitted.
5. Company will provide Fund with advance notice on a best efforts basis
of large trades (in and out).