SUB-ADVISORY AGREEMENT
AGREEMENT made as of this 25th day of September, 1998, by and between
First Union National Bank, a national banking association, (the "Advisor"), and
First International Advisors Ltd. (the "Sub-Advisor").
WHEREAS, the Advisor serves as investment manager of the Evergreen
Select Total Return Bond Fund ("Fund"), a series of Evergreen Select Fixed
Income Trust (the "Trust"), a Delaware business trust which has filed a
registration statement under the Investment Company Act of 1940, as amended (the
"1940 Act") and the Securities Act of 1933 (the "Registration Statement"); and
WHEREAS, the Advisor desires to avail itself of the services, advice
and assistance of the Sub-Advisor to assist the Advisor in providing investment
advisory services to the Fund; and
WHEREAS, the Sub-Advisor is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Advisor;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follow:
1. Employment of the Adviser. The Advisor hereby employs the
Sub-Advisor to manage the investment and reinvestment of that portion of the
Fund which the Advisor allocates to the Sub-Advisor from time to time (the
"Account"), subject to the control and direction of the Trust's Board of
Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor
hereby accepts such employment and agrees during such period to render the
services and to assume the obligations herein set forth for the compensation
herein provided. The Sub-Advisor shall for all purposes herein be deemed to be
an independent contractor and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for or represent the
Advisor, the Fund or the Trust in any way. The Sub-Advisor may execute account
documentation, agreements, contracts and other documents requested by brokers,
dealers, counterparties and other persons in connection with its management of
the Account.
2. Responsibilities of the Sub-Advisor. The Sub-Advisor undertakes to
provide the following services and to assume the following obligations:
a. The Sub-Advisor shall manage the investment and reinvestment of the
portfolio assets of the Account, all without prior consultation with the
Advisor, subject to and in accordance with (i) the investment objective and
policies of the Fund set forth in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect (the "Governing
Documents") (ii) the requirements applicable to registered investment companies
under applicable laws, including without limitation the Investment Company Act
of 1940 ("1940 Act") and Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") and (iii) any written instructions which the Advisor or
the Trust's Board of Trustees may issue from time-to-time; provided, however,
that for purposes of determining compliance with the Governing Documents and
with applicable law, the Sub-Advisor may treat the Account as if it constituted
the entire Fund. The Sub-Advisor also agrees to conduct its activities hereunder
in accordance with any applicable procedures or policies adopted by the Trust's
Board of Trustees as from time to time in effect (the "Procedures"). The
Advisor has provided to the Sub-Advisor copies of all Governing Documents and
Procedures and shall promptly provide to the Sub-Advisor any amendments or
supplements thereto. Subject to and in pursuance of the foregoing, the
SubAdvisor shall make all determinations with respect to the purchase and sale
of portfolio securities and shall take such action necessary to implement the
same. The Sub-Advisor shall render such reports to the Trust's Board of Trustees
and the Advisor as they may reasonably request concerning the investment
activities of the Account. Unless the Advisor gives the Sub-Advisor written
instructions to the contrary, the Sub-Advisor shall, in good faith and in a
manner which it reasonably believes best serves the interests of the Account's
shareholders, direct the Account's custodian as to how to vote such proxies as
may be necessary or advisable in connection with any matters submitted to a
vote of shareholders of securities held in the Account.
b. Absent instructions of the Advisor to the contrary, the Sub-Advisor
shall, in the name of the Fund, place orders for the execution of portfolio
transactions with or through such brokers, dealers or other financial
institutions as it may select. The Sub-Advisor shall use its best efforts to
obtain "best execution" on all portfolio transactions executed on behalf of the
Fund, provided that, so long as the Sub-Advisor has complied with Section 28(e)
of the Securities Exchange Act of 1934, the Sub-Advisor may cause the Fund to
pay a commission on a transaction in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the
portfolio transactions of the Account, the Sub-Advisor shall create and maintain
all necessary records pertaining to the purchase and sale of securities by the
Sub-Advisor on behalf of the Account in accordance with all applicable laws,
rules and regulations, including but not limited to records required by Section
31(a) of the 1940 Act. All records shall be the property of the Trust and shall
be available for inspection and use by the Securities and Exchange Commission
("SEC"), the Trust, the Advisor or any person retained by the Trust at all
reasonable times. Where applicable, such records shall be maintained by the
Sub-Advisor for the periods and in the places required by Rule 31a-2 under the
1940 Act.
d. The Sub-Advisor shall bear its expenses of providing services
pursuant to this Agreement.
3. Compensation of the Sub-Advisor. In full consideration of services
rendered pursuant to this Agreement, the Advisor will pay the Sub-Advisor a fee
at the annual rate set forth in Schedule A hereto of the value of the Account's
average daily net assets. Such fee shall be accrued daily and paid monthly as
soon as practicable after the end of each month. If the SubAdvisor shall serve
for less than the whole of any month, the foregoing compensation shall be
prorated. For the purpose of determining fees payable to the Sub-Advisor, the
value of the Account's net assets shall be computed at the times and in the
manner that the Fund's net assets are computed, as specified in the Governing
Documents.
4. Other Activities of the Sub-Advisor. The services of the Sub-Advisor
hereunder are not to be deemed exclusive, and the Sub-Advisor shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Advisor shall not use the name of the Sub-Advisor
or any of its affiliates in any prospectus, sales literature or other material
relating to the Trust or the Fund in any manner not approved prior thereto by
the Sub-Advisor; provided, however, that the Advisor may use the name of the
Sub-Advisor and its affiliates in any such material that merely refers in
accurate terms to the Sub-Advisor's appointment hereunder. The Sub-Advisor shall
not use the name of the Trust or the Advisor in any material relating to the
Sub-Advisor in any manner not approved prior thereto by the Advisor; provided,
however, that the Sub-Advisor may use the name of the Advisor or the Trust in
any material that merely refers in accurate terms to the appointment of the
Sub-Advisor hereunder.
6. Liability of the Sub-Advisor. Absent willful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations or duties hereunder on
the part of the Sub-Advisor, the SubAdvisor shall not be liable for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security. Subject to the foregoing, nothing herein shall constitute a waiver of
any rights or remedies which the Trust may have under any federal or state
securities laws.
7. Limitation of Trust's Liability. The Sub-Advisor acknowledges that
it has received notice of and accepts the limitations upon the Trust's liability
set forth in its Agreement and Declaration of Trust. The Sub-Advisor agrees that
any of the Trust's obligations shall be limited to the assets of the Fund and
that the Sub-Advisor shall not seek satisfaction of any such obligation from the
shareholders of the Trust nor from any Trust officer, employee or agent of the
Trust.
8. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, for a period of two
years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance is specifically approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Fund or by vote of a
majority of the Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. This Agreement may be terminated at any time without
payment of any penalty, by the Trust's Board of Trustees, by the Advisor, or by
a vote of a majority of the outstanding voting securities of the Fund upon 60
days prior written notice to the Sub-Advisor or by the Sub-Advisor upon 90 days'
prior written notice to the Advisor, or upon such shorter notice as may be
mutually agreed upon. This Agreement shall terminate automatically and
immediately upon termination of the Investment Advisory and Management
Agreement between the Advisor and the Trust. This Agreement shall terminate
automatically and immediately in the event of its assignment. The terms
"assignment" and "vote of a majority of the outstanding voting securities"
shall have the meaning set forth for such terms in the 1940 Act. This Agreement
may be amended at any time by the Sub-Advisor and the Advisor, subject to
approval by the Trust's Board of Trustees and, if required by applicable SEC
rules and regulations, a vote of a majority of the Fund's outstanding voting
securities.
9. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as condidential and
shall not be disclosed to third parties without the consent of the other party
hereto except as requiredby law, rule or regulation. The Advisor hereby consents
to the disclosure to third parties of investment results and other data of the
Account in connection with providing composite investment results and related
information of the Sub-Advisor.
10. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statue, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the
Commonwealth of Massachusetts. The captions in this Agreement are included for
convience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
FIRST UNION NATIONAL BANK
By: _______________________________
Authorized Officer
FIRST INTERNATIONAL ADVISORS LTD.
By: _______________________________
Authorized Officer
SCHEDULE A
Evergreen Select Total Return 0.60% of average daily net
Bond Fund assets of the Account
