MASTER ADMINISTRATIVE SERVICES AGREEMENT
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 2nd day of January, 2002 between the Evergreen Trusts listed on SCHEDULE A, each a Delaware business trust (herein called individually the “Trust” and together the "Trusts"), and Evergreen Investment Services, Inc., a Delaware corporation (herein called "EIS").
W I T N E S S E T H:
WHEREAS, each Trust is a Delaware business trust consisting of one or more series which operates as an open end management investment company and is so registered under the Investment Company Act of 1940; and
WHEREAS, each 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. Each Trust hereby appoints EIS as Administrator of the Trust and each of its series listed on SCHEDULE A attached hereto 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 each Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of each Trust and each of its series:
(a) Prepare, file and maintain each 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 each Trust and each 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 a continuous offering of its shares;
(c) Prepare, negotiate and administer contracts on behalf of each Trust with, among others, each Trust’s distributor, and custodian and transfer agent;
(d) Supervise each Trust’s fund accounting agent in the maintenance of each Trust's general ledger and in the preparation of each Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of each Trust's assets and of each Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders;
(e) Calculate performance data of each Trust for dissemination to information services covering the investment company industry;
(f) Prepare and file each Trust's tax returns;
(g) Examine and review the operations of each Trust's custodian and transfer agent;
(h) Coordinate the layout and printing of publicly disseminated prospectuses and reports;
(i) Prepare various shareholder reports;
(j) Assist with the design, development and operation of new series of each Trust;
(k) Coordinate shareholder meetings;
(l) Provide general compliance services; and
(m) Advise each 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 each Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for each Trust by such Trust’s investment adviser, distributor, custodian or transfer agent pursuant to their agreements with such 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 each Trust. Each Trust shall be responsible for all other expenses incurred by EIS on behalf of such Trust, including without limitation postage and courier expenses, printing expenses, registration fees, filing fees, 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 Trusts with respect to their series, the Trusts hereby agree 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 an annual rate determined in accordance with SCHEDULE B attached hereto.
5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of judgment or mistake of law or for any loss suffered by any 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 Trusts) 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 Trusts, shall be deemed, when rendering services to the Trusts or acting on any business of the Trusts (other than services or business in connection with the duties of EIS hereunder) to be rendering such services to or acting solely for the Trusts 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, 2002, 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 Trusts including a majority of the disinterested Trustees.
(b) This Agreement may be terminated at any time, without payment of any penalty, on sixty (60) day's prior written notice by a vote of a majority of any 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 any Trust hereunder by EIS shall be in writing and shall be duly given if delivered to such Trust at: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Secretary. Notices of any kind to be given to EIS hereunder by any 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 each Trust’s Declaration of Trust and agrees that the obligations pursuant to this Agreement of a particular series and of each Trust with respect to that particular series be limited solely to the assets of that particular series, and EIS shall not seek satisfaction of any such obligation from the assets of any other series, the shareholders of any series, the 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 Master Administrative Services Agreement to be executed by their officers designated below as of the day and year first above written.
EVERGREEN EQUITY TRUST
EVERGREEN FIXED INCOME TRUST
EVERGREEN MUNICIPAL TRUST
EVERGREEN INTERNATIONAL TRUST
EVERGREEN MONEY MARKET TRUST
EVERGREEN SELECT EQUITY TRUST
EVERGREEN SELECT FIXED INCOME TRUST
EVERGREEN SELECT MONEY MARKET TRUST
EVERGREEN VARIABLE ANNUITY TRUST
By:_____/s/ ▇▇▇▇▇▇▇ ▇. Koonce_____________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
EVERGREEN INVESTMENT SERVICES, INC.
By:______/s/ ▇▇▇▇▇ ▇. Kosel____________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
SCHEDULE A
(As of September 20, 2007)
ASSET ALLOCATION TRUST
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Adjustable Rate Fund
Evergreen Core Bond Fund
Evergreen Institutional Enhanced Income Fund
Evergreen Intermediate Municipal Bond Fund
Evergreen International Bond Fund
Evergreen Limited Duration Fund
Evergreen Select High Yield Bond Fund
Evergreen Short Intermediate Bond Fund
EVERGREEN SELECT EQUITY TRUST
Evergreen Equity Index Fund
Evergreen Special Equity Fund
Evergreen Strategic Growth Fund
EVERGREEN SELECT MONEY MARKET TRUST
Evergreen Institutional 100% Treasury Money Market Fund
Evergreen Institutional Money Market Fund
Evergreen Institutional Municipal Money Market Fund
Evergreen Institutional Treasury Money Market Fund
Evergreen Institutional U.S. Government Money Market Fund
Evergreen Prime Cash Management Money Market Fund
EVERGREEN MUNICIPAL TRUST
Evergreen Alabama Municipal Bond Fund
Evergreen California Municipal Bond Fund
Evergreen Connecticut Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen High Grade Municipal Bond Fund
Evergreen High Income Municipal Bond Fund
Evergreen Maryland Municipal Bond Fund
Evergreen Municipal Bond Fund
Evergreen New Jersey Municipal Bond Fund
Evergreen New York Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen Pennsylvania Municipal Bond Fund
Evergreen Short-Intermediate Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Strategic Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund
EVERGREEN EQUITY TRUST
Evergreen Asset Allocation Fund
Evergreen Balanced Fund
Evergreen Disciplined Value Fund
Evergreen Equity Income Fund
Evergreen Fundamental Large Cap Value Fund
Evergreen Fundamental Mid Cap Value Fund
Evergreen Growth Fund
Evergreen Health Care Fund
Evergreen Intrinsic Value Fund
Evergreen Large Cap Equity Fund
Evergreen Large Company Growth Fund
Evergreen Market Index Fund
Evergreen Market Index Growth Fund
Evergreen Market Index Value Fund
Evergreen Mid Cap Growth Fund
Evergreen Omega Fund
Evergreen Small Cap Value Fund
Evergreen Special Values Fund
Evergreen Utility and Telecommunications Fund
Evergreen Disciplined Small-Mid Value Fund
Evergreen Small-Mid Growth Fund
Evergreen Envision Growth Fund
Evergreen Envision Growth and Income Fund
Evergreen Envision Income Fund
EVERGREEN FIXED INCOME TRUST
Evergreen Core Plus Bond Fund
(formerly Evergreen Diversified Bond Fund)
Evergreen High Income Fund
(formerly Evergreen High Yield Bond Fund)
Evergreen Institutional Mortgage Portfolio
Evergreen Diversified Income Builder Fund
(formerly Evergreen Strategic Income Fund)
Evergreen U.S. Government Fund
Evergreen Ultra Short Opportunities Fund
EVERGREEN INTERNATIONAL TRUST
Evergreen Emerging Markets Growth Fund
Evergreen Global Large Cap Equity
Evergreen Global Opportunities Fund
Evergreen International Equity Fund
Evergreen Intrinsic World Equity Fund
Evergreen Precious Metals Fund
EVERGREEN MONEY MARKET TRUST
Evergreen California Municipal Money Market Fund
Evergreen Florida Municipal Money Market Fund
Evergreen Money Market Fund
Evergreen Municipal Money Market Fund
Evergreen New Jersey Municipal Money Market Fund
Evergreen New York Municipal Money Market Fund
Evergreen Pennsylvania Municipal Money Market Fund
Evergreen Treasury Money Market Fund
Evergreen U.S. Government Money Market Fund
EVERGREEN VARIABLE ANNUITY TRUST
Evergreen VA Balanced Fund
Evergreen VA Core Bond Fund
Evergreen VA Fundamental Large Cap Fund
Evergreen VA Growth Fund
Evergreen VA High Income Fund
Evergreen VA International Equity Fund
Evergreen VA Omega Fund
Evergreen VA Special Values Fund
Evergreen VA Diversified Income Builder Fund
(formerly Evergreen VA Strategic Income Fund)
SCHEDULE B
(As of September 20, 2007)
FEE SCHEDULE FOR THE FOLLOWING FLUCTUATING FUNDS (the “ Fluctuating Funds”):
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Adjustable Rate Fund
Evergreen Core Bond Fund
Evergreen Short Intermediate Bond Fund
Evergreen Select High Yield Bond Fund
Evergreen Intermediate Municipal Bond Fund
Evergreen International Bond Fund
Evergreen Limited Duration Fund
EVERGREEN SELECT EQUITY TRUST
Evergreen Equity Index Fund
Evergreen Special Equity Fund
Evergreen Strategic Growth Fund
EVERGREEN MUNICIPAL TRUST
Evergreen Alabama Municipal Bond Fund
Evergreen California Municipal Bond Fund
Evergreen Connecticut Municipal Bond Fund
Evergreen New Jersey Municipal Bond Fund
Evergreen New York Municipal Bond Fund
Evergreen Pennsylvania Municipal Bond Fund
Evergreen High Income Municipal Bond Fund
Evergreen Georgia Municipal Bond Fund
Evergreen Maryland Municipal Bond Fund
Evergreen North Carolina Municipal Bond Fund
Evergreen South Carolina Municipal Bond Fund
Evergreen Virginia Municipal Bond Fund
Evergreen High Grade Municipal Bond Fund
Evergreen Municipal Bond Fund
Evergreen Short-Intermediate Municipal Bond Fund
Evergreen Strategic Municipal Bond Fund
EVERGREEN EQUITY TRUST
Evergreen Asset Allocation Fund
Evergreen Balanced Fund
Evergreen Fundamental Large Cap Fund
Evergreen Fundamental Mid Cap Value Fund
Evergreen Equity Income Fund
Evergreen Special Values Fund
Evergreen Mid Cap Growth Fund
Evergreen Growth Fund
Evergreen Intrinsic Value Fund
Evergreen Market Index Fund
Evergreen Market Index Growth Fund
Evergreen Market Index Value Fund
Evergreen Omega Fund
Evergreen Large Cap Equity Fund
Evergreen Large Company Growth Fund
Evergreen Small Cap Value Fund
Evergreen Health Care Fund
Evergreen Utility and Telecommunications Fund
Evergreen Disciplined Value Fund
Evergreen Disciplined Small-Mid Value Fund
Evergreen Small-Mid Growth Fund
Evergreen Envision Growth Fund
Evergreen Envision Growth and Income Fund
Evergreen Envision Income Fund
EVERGREEN FIXED INCOME TRUST
Evergreen Core Plus Bond Fund (formerly Evergreen Diversified Bond Fund)
Evergreen High Income Fund (formerly Evergreen High Yield Bond Fund)
Evergreen Institutional Mortgage Portfolio
Evergreen Diversified Income Builder Fund (formerly Evergreen Strategic Income Fund)
Evergreen U.S. Government Fund
Evergreen Ultra Short Bond Fund
EVERGREEN INTERNATIONAL TRUST
Evergreen Emerging Markets Growth Fund
Evergreen Global Large Cap Equity Fund
Evergreen Global Opportunities Fund
Evergreen International Equity Fund
Evergreen Intrinsic World Equity Fund
Evergreen Precious Metals Fund
EVERGREEN VARIABLE ANNUITY TRUST
Evergreen VA Core Bond Fund
Evergreen VA Balanced Fund
Evergreen VA Fundamental Large Cap Fund
Evergreen VA Growth Fund
Evergreen VA High Income Fund
Evergreen VA International Equity Fund
Evergreen VA Omega Fund
Evergreen VA Special Values Fund
Evergreen VA Diversified Income Builder Fund
- 0.100% on first $50 billion in Fluctuating Fund assets;
- 0.090% on next $25 billion;
- 0.080% on next $25 billion;
- 0.075% on next $25 billion;
- 0.050% on assets over $125 billion;
ASSET ALLOCATION TRUST*
* Does not pay an administrative service fee.
SCHEDULE B
(as of September 20, 2007)
FEE SCHEDULE FOR THE FOLLOWING MONEY MARKET FUNDS (the “Money Market Funds”), as well as for Evergreen Institutional Enhanced Income Fund:
EVERGREEN SELECT MONEY MARKET TRUST
Evergreen Institutional Money Market Fund
Evergreen Institutional Municipal Money Market Fund
Evergreen Institutional Treasury Money Market Fund
Evergreen Institutional 100% Treasury Money Market Fund
Evergreen Institutional U.S. Government Money Market Fund
Evergreen Prime Cash Management Money Market Fund
EVERGREEN MONEY MARKET TRUST
Evergreen California Municipal Money Market Fund
Evergreen Florida Municipal Money Market Fund
Evergreen Money Market Fund
Evergreen Municipal Money Market Fund
Evergreen New Jersey Municipal Money Market Fund
Evergreen New York Municipal Money Market Fund
Evergreen Pennsylvania Municipal Money Market Fund
Evergreen Treasury Money Market Fund
Evergreen U.S. Government Money Market Fund
EVERGREEN SELECT FIXED INCOME TRUST
Evergreen Institutional Enhanced Income Fund
- 0.060% on first $60 billion in Money Market assets;
- 0.055% on next $40 billion;
- 0.050% on next $25 billion;
- 0.040% on assets over $125 billion;