(Evergreen logo appears here)
Effective November 1, 1997
Evergreen Distributor, Inc.
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Dear Financial Professional:
This Schedule of Commissions and Service Fees ("Schedule") supersedes any
previous Schedules, is hereby made part of our dealer agreement ("Agreement")
with you and will remain in effect until modified or rescinded by us.
Capitalized terms used in this Schedule and not defined herein have the same
meaning as such terms have in the Agreement. All commission rates and service
fee rates set forth in this Schedule may be modified by us from time to time
without prior notice.
I. EVERGREEN FUNDS
Evergreen State Tax Free Fund
Evergreen State Tax Free Fund - Series II
Evergreen Strategic Income Fund
Evergreen Tax Free Income Fund
Evergreen Latin America Fund
Evergreen Global Opportunities Fund
Evergreen Natural Resources Fund
Evergreen Omega Fund
Evergreen Small Company Growth Fund - II
Evergreen Fund for Total Return
Evergreen U.S. Government Fund
Evergreen High Grade Tax Free Fund
Evergreen Florida Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen New Jersey Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen Pennsylvania Tax Free Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund
Evergreen Florida High Income Municipal Bond Fund
Evergreen Fund
Evergreen U.S. Real Estate Equity Fund
Evergreen Micro Cap Fund
Evergreen Aggressive Growth Fund
Evergreen International Equity Fund
Evergreen Global Leaders Fund
Evergreen Emerging Markets Growth Fund
Evergreen Global Real Estate Equity Fund
Evergreen Balanced Fund
Evergreen Growth & Income Fund
Evergreen Value Fund
Evergreen American Retirement Fund
Evergreen Foundation Fund
Evergreen Tax Strategic Foundation Fund
Evergreen Utility Fund
Evergreen Income & Growth Fund
Evergreen Small Cap Equity Income Fund
(collectively "Evergreen Equity and Long Term Income Funds")
Evergreen Capital Preservation and Income Fund
Evergreen Intermediate Term Bond Fund
Evergreen Short-Intermediate Bond Fund
Evergreen Intermediate-Term Bond Fund II
Evergreen Intermediate-Term Government Securities Fund
Evergreen Short-Intermediate Municipal Fund
(collectively "Evergreen Intermediate Income Funds")
Evergreen Money Market Fund
Evergreen Tax Exempt Money Market Fund
Evergreen Treasury Money Market Fund
Evergreen Pennsylvania Tax Free Money Market Fund
(collectively "Evergreen Money Market Funds")
A. CLASS A SHARES
1. Commissions
Except as otherwise provided in our Agreement, in paragraph 2 below or in
connection with certain types of purchases at net asset value which are
described in the Prospectuses or Statements of Additional Information for the
Evergreen Funds, we will pay you commissions on your sales of Shares of such
Funds in accordance with the following sales charge schedules* on sales where
we receive a commission from the shareholder.
Evergreen Equity and Long Term Income Funds
Sales Charge as Commission as
Amount of a Percentage of a Percentage of
Purchase Offering Price Offering Price
Less than $50,000 4.75% 4.25%
$50,000-$99,999 4.50% 4.25%
$100,000-$249,999 3.75% 3.25%
$250,000-$499,999 2.50% 2.00%
$500,000-$999,999 2.00% 1.75%
Over $1,000,000 None See paragraph 2
Evergreen Intermediate Income Funds
Sales Charge as Commission as
Amount of a Percentage of a Percentage of
Purchase Offering Price Offering Price
Less than $50,000 3.25% 2.75%
$50,000-$99,999 3.00% 2.75%
$100,000-$249,999 2.50% 2.25%
$250,000-$499,999 2.00% 1.75%
$500,000-$999,999 1.50% 1.25%
Over $1,000,000 None See paragraph 2
Evergreen Money Market Funds
No sales charge for any amount of purchase.
2. Commissions for Certain Types of Purchases
With respect to (a) purchases of Class A Shares in the amount of $1
million or more and/or (b) purchases of Class A Shares made within a 12 month
period by a corporate or certain other qualified retirement plan or a
non-qualified deferred compensation plan or a Title I tax sheltered annuity or
TSA Plan sponsored by an organization having 100 or more eligible employees (a
"Qualifying Plan"), (each such purchase a "NAV Purchase"), we will pay you
commissions as follows:
a. Purchases described in 2(a) above
Amount of Commission as a Percentage
Purchase of Offering Price
$1,000,000-$2,999,999 1.00% of the first $2,999,999, plus
$3,000,000-$4,999,999 0.50% of the next $2,000,000, plus
$5,000,000 0.25% of amounts equal to or over $5,000,000
b. Purchases described in 2(b) above .50% of amount of purchase (subject to recapture
upon early redemption)
* These sales charge schedules apply to purchases made at one time or pursuant
to Rights of Accumulation or Letters of Intent. Any purchase which is made
pursuant to Rights of Accumulation or Letter of Intent is subject to the
terms described in the Prospectus(es) for the Fund(s) whose Shares are being
purchased.
3. Promotional Incentives
We may, from time to time, provide promotional incentives, including
reallowance and/or payment of up to the entire sales charge to certain dealers.
Such incentives may, at our discretion, be limited to dealers who allow their
individual selling representatives to participate in such additional
commissions.
4. Service Fees for Evergreen Funds (other than Evergreen Money Market Funds,
Evergreen State Tax Free Fund, Evergreen State Tax Free Fund - Series II and
Evergreen Capital Preservation and Income Fund)
We will pay you service fees based on the average daily net asset value of
Shares of such Funds you have sold which are issued and outstanding on the
books of such Funds during each calendar quarter and which are registered in
the names of customers for whom you are dealer of record ("Eligible Shares").
Such service fees will be calculated quarterly at the rate of 0.0625% per
quarter of the daily average net asset value of all such Eligible Shares
(approximately 0.25% annually) during such quarter, provided, however, that in
any calendar quarter in which total service fees earned by you on Eligible
Shares of all Funds are less than $50.00 in the aggregate, no service fees will
be paid to you nor will such amounts be carried over for payment in a future
quarter. Service fees will be paid by the twentieth day of the month before the
end of the respective quarter. Service fees will only be paid by us to the
extent that such amounts have been paid to us by the Funds.
5. Service Fees for Evergreen State Tax Free Fund and Evergreen State Tax Free
Fund - Series II
We will pay you service fees calculated as provided in section I (A)(4)
above on Shares sold on or after July 1, 1997. For shares sold prior to July 1,
1997 we will pay you service fees calculated as provided in section I (A)(4)
except that the quarterly rate will be 0.0375% (approximately 0.15% annually).
6. Service Fees for Evergreen Capital Preservation and Income Fund
We will pay you service fees calculated as provided in section I (A)(4)
except that for Eligible Shares sold after January 1, 1997 the quarterly rate
will be 0.025% (approximately 0.10% annually).
7. Service Fees for Evergreen Money Market Funds
We will pay you service fees calculated as provided in section I (A)(4)
except that the quarterly rate will be 0.075% (approximately 0.30% annually.)
B. CLASS B SHARES
All Evergreen Funds
1. Commissions
Except as otherwise provided in our Agreement, we will pay you commissions
on your sales of Class B Shares of the Evergreen Funds at the rate of 4.00% of
the aggregate Offering Price of such Shares, when sold in an eligible sale.
2. Promotional Incentives
We may, from time to time, provide promotional incentives, including
reallowance and/or payment of additional commissions, to certain dealers. Such
incentives may, at our discretion, be limited to dealers who allow their
individual selling representatives to participate in such additional
commissions.
3. Service Fees for Evergreen Funds (other than Evergreen State Tax Free Fund
and Evergreen State Tax Free Fund - Series II)
We will pay you service fees calculated as provided in section I (A)(4)
above.
4. Service Fees for Evergreen State Tax Free Fund and Evergreen State Tax Free
Fund - Series II
We will pay you service fees calculated as provided in section I (A)(5)
above.
C. CLASS C SHARES
All Evergreen Funds
1. Commissions
Except as provided in our agreement, we will pay you initial commissions
on your sales of Class C Shares of the Evergreen Funds at the rate of 0.75% of
the aggregate Offering Price of such Shares sold in each eligible sale.
We will also pay you commissions based on the average daily net asset
value of Shares of such Funds you have sold which have been on the books of the
Funds for a minimum of 14 months from the date of purchase (plus any reinvested
distributions attributable to such Shares), which have been issued and
outstanding on the books of such Funds during the calendar quarter and which
are registered in the names of customers for whom you are dealer of record
("Eligible Shares"). Such commissions will be calculated quarterly at the
rate of 0.1875% per quarter of the average daily net asset value of all such
Eligible Shares (approximately 0.75% annually) during such quarter. Such
commissions will be paid by the twentieth day of the month before the end of
the respective quarter.
Such commissions will continue to be paid to you quarterly so long as aggregate
payments do not exceed applicable NASD limitations and other governing
regulations.
2. Service Fees
We will pay you a full year's service fee in advance on your sales of
Class C Shares of such Funds at the rate of 0.25% of the aggregate net asset
value of such Shares.
We will pay you service fees based on the average daily net asset value of
Shares of such Funds you have sold which have been on the books of the Funds
for a minimum of 14 months from the date of purchase (plus any reinvested
distributions attributable to such Shares), which have been issued and
outstanding during the respective quarter and which are registered in the names
of customers for whom you are the dealer of record ("Eligible Shares"). Such
service fees will be calculated quarterly at the rate of 0.0625% per quarter of
the average daily net asset value of all such Eligible Shares (approximately
0.25% annually); provided, however, that in any calendar quarter in which total
service fees earned by you on Eligible Shares of Funds are less than $50.00 in
the aggregate, no service fees will be paid to you nor will such amounts be
carried over for payment in a future quarter. Service fees will be paid by the
twentieth day of the month before the end of the respective quarter. Service
fees other than those paid in advance will only be paid by us to the extent
that such amounts have been paid to us by the Funds.
II. KEYSTONE FUNDS
Keystone Quality Bond Fund (B-1)
Keystone Diversified Bond Fund (B-2)
Keystone High Income Bond Fund (B-4)
Keystone Balanced Fund (K-1)
Keystone Strategic Growth Fund (K-2)
Keystone Growth and Income Fund (S-1)
Keystone Small Company Growth Fund (S-4)
Keystone International Fund Inc.
Keystone Precious Metals Holdings, Inc.
Keystone Tax Free Fund
(collectively "Keystone Funds")
1. Commissions for the Keystone Funds (other than Keystone Precious Metals
Holdings, Inc.)
Except as otherwise provided in our Agreement, we will pay you commissions
on your sales of Shares of such Keystone Funds at the rate of 4.0% of the
aggregate public offering price of such Shares as described in the Fund's
Prospectus ("Offering Price") when sold in an eligible sale.
2. Commissions for Keystone Precious Metals Holdings, Inc.
Except as otherwise provided for in our Agreement, we will pay you
commissions on your sale of Share of Keystone Precious Metals Holdings, Inc. as
the rate of the Offering Price when sold in an eligible sale as follows:
Amount of Purchase Commission Amount of Purchase Commission
Less than $100,000 4% $250,000-$499,999 1%
$100,000-$249,999 2% $500,000 and above 0.5%
3. Service Fees
We will pay you service fees based on the aggregate net asset value of
Shares of the Keystone Funds (other than Keystone Precious Metals Holdings,
Inc.) you have sold on or after June 1, 1983 and of Keystone Precious Metals
Holdings, Inc. you have sold on or after November 19, 1984, which remain issued
and outstanding on the books of such Funds on the fifteenth day of the third
month of each calendar quarter (March 15, June 15, September 15 and December
15, each hereinafter a "Service Fee Record Date") and which are registered in
the names of customers for whom you are dealer of record ("Eligible Shares").
Such service fees will be calculated quarterly at the rate of 0.0625% per
quarter of the aggregate net asset value of all such Eligible Shares
(approximately 0.25% annually) on the Service Fee Record Date; provided,
however, that in any calendar quarter in which service fees earned by you on
Eligible Shares of all Funds are less than $50.00 in the aggregate, no service
fees will be paid to you nor will such amounts be carried over for payment in a
future quarter. Service fees will be payable within five business days after
the Service Fee Record Date. Service fees will only be paid by us to the extent
that such amounts have been paid to us by the Funds.
4. Promotional Incentives
We may, from time to time, provide promotional incentives, including
reallowance and/or payment of additional commissions to certain dealers. Such
incentives may, at our discretion, be limited to dealers who allow their
individual selling representatives to participate in such additional
commissions.
(Evergreen logo appears here)
Dealer Name: ------------------
Dealer
No.: --------------------------
Effective
Date: ------------------------
Evergreen Distributor, Inc.
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To Whom It May Concern:
Evergreen Distributor, Inc. ("Company"), principal underwriter, invites
you to participate in the distribution of shares, including separate classes of
shares, ("Shares") of the Keystone Fund Family, the Evergreen Fund Family and
to the extent applicable their separate investment series (collectively "Funds"
and each individually a "Fund") designated by us which are currently or
hereafter underwritten by the Company, subject to the following terms:
1. You will offer and sell Shares of the Funds at the public offering price
with respect to the applicable class described in the then current prospectus
and statement of additional information ("Prospectus") of the Fund whose Shares
you offer. You will offer Shares only on a forward pricing basis, i.e. orders
for the purchase, repurchase or exchange of Shares accepted by you prior to the
close of the New York Stock Exchange and placed with us the same day prior to
the close of our business day, 5:00 p.m. Eastern Time, shall be confirmed at
the closing price for that business day. You agree to place orders for Shares
only with us and at such closing price. In the event of a difference between
verbal and written price confirmation, the written conformation shall be
considered final. Prices of a Fund's Shares are computed by and are subject to
withdrawal by each Fund in accordance with its Prospectus. You agree to place
orders with us only through your central order department unless we accept your
written Power of Attorney authorizing others to place orders on your behalf.
This dealer agreement ("Agreement") on your part runs to us and the respective
Fund and is for the benefit of, and is enforceable, by each.
2. In the distribution and sale of Shares, you shall not have authority to act
as agent for the Fund, the Company or any other dealer in any respect in such
transactions. All orders are subject to acceptance by us and become effective
only upon confirmation by us. The Company reserves the unqualified right not to
accept any specific order for the purchase or exchange of Shares.
3. In addition to the distribution services provided by you with respect to a
Fund you may be asked to render administrative, account maintenance and other
services as necessary or desirable for shareholders of such Fund ("Shareholder
Services").
4. Notwithstanding anything else contained in this Agreement or in any other
agreement between us, the Company hereby acknowledges and agrees that any
information received from you concerning your customer in the course of this
arrangement is confidential. Except as requested by the customer or as required
by law and except for the respective Fund, its officers, directors or trustees,
employees, agents or service providers, the Company will not provide nor permit
access to such information by any person or entity, including any First Union
Corporation bank or First Union Brokerage Services, Inc.
5. So long as this Agreement remains in effect, we will pay you commissions on
sales of Shares of the Funds and service fees for Shareholder Services, in
accordance with Schedule of Commissions and Service Fees ("Schedule") attached
hereto and made a part of hereof, which Schedule may be modified from time to
time or rescinded by us, in either case without prior notice. You have no
vested right to receive any continuing service fees, other fees, or other
commissions which we may elect to pay you from time to time on Shares
previously sold by you or by any person who is not a broker or dealer actually
engaged in the investment banking or securities business. You will receive
commissions in accordance with the attached Schedule on all purchase
transactions in shareholder accounts (excluding reinvestment of income
dividends and capital gains distributions) for which you are designated as
Dealer of Record except where we determine that any such purchase was made with
the proceeds of a redemption or repurchase of Shares of the same Fund or
another Fund, whether or not the transaction constitutes the exercise of the
exchange privilege. Commissions will be paid to you twice a month. You will
receive service fees for shareholder accounts for which you are designated
Dealer of Record as provided in the Schedule. You hereby represent that receipt
of such service fees by you will be disclosed to your customers.
You hereby authorize us to act as your agent in connection with all
transactions in shareholder accounts in which you are designated as Dealer of
Record. All designations of Dealer of Record and all authorizations of the
Company to act as your agent shall cease upon termination of this Agreement or
upon the shareholder's instruction to transfer his or her account to another
Dealer of Record.
6. Payment for all Shares purchased from us shall be made to the Company and
shall be received by the Company within three business days after the
acceptance of your order or such shorter time as may be required by law. If
such payment is not received by us, we reserve the right, without prior notice,
forthwith to cancel the sale, or, at our option, to sell such Shares back to
the respective Fund in which case we may hold you responsible for any loss,
including loss of profit, suffered by us or by such Fund resulting from your
failure to make payment as aforesaid.
7. You agree to purchase Shares of the Funds only from us or from your
customers. If you purchase Shares from us, you agree that all such purchases
shall be made only to cover orders already received by you from your customers,
or for your own bonafide investment without a view to resale. If you purchase
Shares from your customers, you agree to pay such customers the applicable net
asset value per Share less any contingent deferred sales charge ("CDSC") that
would be applicable under the Prospectus ("repurchase price").
8. You will sell Shares only (a) to your customers at the prices described in
paragraph 2 above; or (b) to us as agent for a Fund at the repurchase price. In
such a sale to us, you may act either as principal for your own account or as
agent for your customer. If you act as principal for your own account in
purchasing Shares for resale to us, you agree to pay your customer not less nor
more than the repurchase price which you receive from us. If you act as agent
for your customer in selling Shares to us, you agree not to charge your
customer more than a fair commission for handling the transaction. You shall
not withhold placing with us orders received from your customers so as to
profit yourself as a result of such withholding.
9. We will not accept from you any conditional orders for Shares.
10. If any Shares sold to you under the terms of this Agreement are repurchased
by a Fund, or are tendered for redemption, within seven business days after the
date of our confirmation of the original purchase by you, it is agreed that you
shall forfeit your right to any commissions on such sales even though the
shareholder may be charged a CDSC by the Fund.
We will notify you of any such repurchase or redemption within the next
ten business days after the date on which the certificate or written request
for redemption is delivered to us or to the Fund, and you shall forthwith
refund to us the full amount of any commission you received on such sale. We
agree, in the event of any such repurchase or redemption, to refund to the Fund
any commission we retained on such sale and, upon receipt from you of the
commissions paid to you, to pay such commissions forthwith to the Fund.
11. Shares sold to you hereunder shall not be issued until payment has been
received by the Fund concerned. If transfer instructions are not received
from you within 15 days after our acceptance of your order, the Company reserves
the right to instruct the transfer agent for the Fund concerned to register
Shares sold to you in your name and notify you of such. You agree to hold
harmless and idemnify the Company, the Fund and its transfer agent for any loss
or expense resulting from such registration.
12. You agree to comply with any compliance standards that may be furnished to
you by us regarding when each class of Shares of a Fund may appropriately be
sold to particular customers.
13. No person is authorized to make any representations concerning Shares of a
Fund except those contained in the Prospectus and in sales literature issued by
us supplemental to such Prospectus. In purchasing Shares from us you shall rely
solely on the representations contained in the appropriate Prospectus and in
such sales literature. We will furnish additional copies of such Prospectuses
and sales literature and other releases and information issued by us in
reasonable quantities upon request. You agree that you will in all respects
duly conform with all laws and regulations applicable to the sales of Shares of
the Funds and will idemnify and hold harmless the Funds, their officers,
directors and trustees and the Company from any damage or expenses on account
of any wrongful act or omission by you, your representatives, agents or
sub-agents in connection with any orders or solicitation of orders of Shares of
the Funds by you, your representatives, agents or sub-agents.
14. Each party hereto represents that it is (1) a member of the National
Association of Securities Dealers, Inc., and agrees to notify the other should
it cease to be a member of such Association and agrees to the automatic
termination of this Agreement at the time or (2) excluded from the definition
of broker-dealer under the Securities Exchange Act of 1934. It is further
agreed that all rules or regulations of the Association now in effect or
hereafter adopted, including its Business Conduct Rule 2830(d), which are
binding upon underwriters and dealers in the distribution of the securities of
open-end investment companies, shall be deemed to be a part of this Agreement
to the same extent as if set forth in full herein.
15. You will not offer the Funds for sale in any State where they are not
qualified for sale under the blue sky laws and regulations of such State or
where you are not qualified to act as a dealer except for States in which they
are exempt from qualification.
16. This Agreement supersedes and cancels any prior agreement with respect to
the sales of Shares of any of the Funds underwritten by the Company. The
Agreement may be amended by us at any time upon written notice to you.
17. All sales hereunder are to be made, and title to Shares of the Funds shall
pass in The Commonwealth of Massachusetts. This Agreement shall be interpreted
in accordance with the laws of The Commonwealth of Massachusetts.
18. All communications to the Company should be sent to the above address. Any
notice to you shall be duly given if mailed or telegraphed to you at the
addressed specified by you.
19. Either party may terminate this Agreement at any time by written notice to
the other party.
Signed:
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Dealer or Broker Name
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Address
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Authorized Signature
Accepted:
EVERGREEN DISTRIBUTOR, INC.
by: ---------------------------------------------------------------------------
title:
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