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 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. PURCHASE AND REDEMPTION OF SHARES
(a) You will offer and sell Shares of the Funds to your customers at the
public offering price with respect to the applicable class in
accordance with each Fund's current prospectus and statement of
additional information ("Prospectus"). 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 information, the written
confirmation shall be considered final. Prices of a Fund's Shares are
computed 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 Funds and is for the benefit of, and is
enforceable, by each.
(b) 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 bona fide 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 as
described in the Prospectus ("repurchase price").
(c) You will sell Shares only to your customers at the prices described in
paragraph 1(a) above OR to us as agent for the 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. We will not accept from you any
conditional orders for Shares.
(d) In the distribution and selling of Shares of the Funds, you agree to
act as agent for your customer. You shall not have authority in any
transaction 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.
(e) You hereby authorize us to act as your agent in connection with all
transactions in shareholder accounts in which you are designated as
dealer ("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.
(f) 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").
(g) Payment for all Shares purchased from us shall be made in accordance
with the terms of the applicable Fund prospectus 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.
(h) 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, excluding any third party
affiliates.
2. COMMISSIONS ON SALES OF SHARES
(a) 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. 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.
You will receive commissions in accordance with the terms as specified
in the Prospectus 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 Prospectus. You hereby
represent that receipt of such service fees be disclosed by you to your
customers.
(b)If any Shares sold to you under the terms of this Agreement are
repurchased by a Fund, or are tendered for redemption by the
shareholder within seven business days after the date of our
confirmation of your original purchase order, 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.
(c)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 indemnify the Company, the
Fund and its transfer agent for any loss or expense resulting from such
registration.
(d)You agree to comply with any compliance standards set forth in a Fund's
Prospectus or that may be furnished to you by us regarding when each
class of Shares of a Fund may appropriately be sold to particular
customers.
3. STATUS AS REGISTERED BROKER-DEALER
(a)Each party hereto represents that it is (1) a registered broker-dealer
as said term is defined under the Securities Exchange Act of 1934, (2)
is qualified to act as a broker-dealer in the state or U.S. territory
where it transacts business, and (3) a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). Each party
agrees to maintain its broker-dealer membership with the NASD
throughout the term of this Agreement and agrees to notify the other
party should its membership cease with the NASD. It is further agreed
that all rules and regulations of the NASD now in effect or hereafter
adopted, including its Business Conduct Rule 2830(d), which is binding
upon underwriters and dealers in the distribution of 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. Each party
agrees to the automatic termination of this Agreement in the event that
either party's NASD membership terminates.
(b)You will not offer the Funds for sale in any State or jurisdiction
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.
4. FUND INFORMATION
No person is authorized to make any representations concerning Shares
of the Funds other than those contained in the Prospectus and
advertising and sales literature issued by us supplemental to such
Prospectus. In purchasing Shares from us under this Agreement, you
shall rely solely on the representations contained in the appropriate
Prospectus and in such advertising and sales literature (including
material disseminated through electronic media). We will furnish
additional copies of such Prospectuses, advertising and sales
literature and other releases and information issued by us in
reasonable quantities upon request.
5. INDEMNIFICATION
(a) Neither of us shall be liable to the other except for (1) acts or
failures to act which constitute a willful misconduct, bad faith or
negligence and (2) obligations expressly assumed under this Agreement.
In addition, you agree to indemnify us and hold us harmless from any
claims or assertions relating to the lawfulness of your participation
in this Agreement and the transactions contemplated hereby or relating
to any activities of any persons or entities affiliated with your
organization which are performed in connection with the discharge of
your responsibilities under this Agreement. If such claims are
asserted, we shall have the right to manage our own defense, including
the selection and engagement of legal counsel, and all costs of such
defense shall be borne by you.
(b) We agree in all respects to duly conform with all laws and regulations
applicable to the sale of Shares of the Funds and will indemnify and
hold you harmless and your employees, officers, directors and trustees
from any claim, damage, loss or expense on account of any wrongful act
or omission by us, our representatives, agents or sub-agents in
connection with this Agreement or any misrepresentation contained in
the Prospectus or sales literature issued by us.
6. AMENDMENT AND TERMINATION
Any provision of this Agreement may be amended by us at any time upon
written notice to you. This Agreement supersedes and cancels any prior
agreement with respect to the sales of Shares of any of the Funds
underwritten by the Company.
Either party to this Agreement may terminate the Agreement at any time
upon receipt of written notice to the other party. This Agreement will
terminate automatically in the event of its assignment. It will be
necessary for the assignee to sign a new dealer agreement.
7. NOTICES
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 address specified by you.
8. GOVERNING LAW
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.
Signed: Accepted:
EVERGREEN DISTRIBUTOR, INC.
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Authorized Signature
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Dealer or Broker Name title: President
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Address