Evergreen Asset Management Corp.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
September 29, 1995
Xxxxxx & Company
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Sirs:
We have entered into an agreement with the Evergreen Equity Trust (the
"Trust"), an investment company organized as a series company, pursuant to which
we act as investment adviser to the Evergreen Global Leaders Fund series of the
Trust (the "Fund"). Accordingly, this will confirm our agreement as follows:
1. You agree for the duration of this Agreement that you will provide
us with office facilities and, through your research personnel, furnish us with
all such factual information and investment recommendations and such other
services as we shall reasonably request. We shall expect of you, and you shall
give us the benefit of, your best judgement and efforts in rendering these
services to us, and we agree as an inducement to your undertaking such services
that you shall not be liable for any mistake of judgment or in any other event
whatsoever, except for lack of good faith, provided that nothing herein shall be
deemed to protect you against any liability to the Fund or to the shareholders
of the Fund to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of your duties
hereunder or by reason of your reckless disregard of your obligations and duties
hereunder.
2. We agree to reimburse you on the basis of your direct and indirect
costs of performing the services set forth in paragraph 1 above. Indirect costs
shall be allocated on a basis mutually satisfactory to you and us.
3. As used in this Agreement, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the meanings given to
them by Sections 2(a)(4) and 2(a)(42), respectively, of the Investment Company
Act of 1940, as amended (the "Act").
This Agreement shall be automatically terminated in the event of its
assignment (as such term is defined in the Act), or upon termination of the
above-mentioned agreement between the Trust and the undersigned.
This Agreement may be terminated at any time, without payment of any
penalty, (a) by the Trustees of the Trust or by vote of a majority of the Fund's
outstanding voting securities, or by the undersigned, on sixty (60) days'
written notice addressed to you at your principal place of business; and (b) by
you, without payment of any penalty, on sixty (60) days' written notice
addressed to the Trust at the Trust's principal place of business.
This Agreement shall be in effect until June 30, 1997. This Agreement
shall continue in effect from year to year thereafter, so long as such
continuance is specifically approved at least annually by a vote of a majority
of Trustees of the Fund who are not interested persons (as such term is defined
in the Act) of any party to this Agreement, voting in person at a meeting duly
called for the purpose of voting on such approval, and by a vote of the Trustees
of the Trust or a majority of the outstanding voting securities of the Fund. A
vote of a majority of the outstanding voting securities of the Fund is defined
in the Act to mean a vote of the lesser of (i) more than 50% of the outstanding
voting securities of the Fund or (ii) 67% or more of the voting securities
present at the meeting if more than 50% of the outstanding voting securities are
present or represented by proxy.
You agree to advise us of any change in your partnership within a
reasonable time after such a change.
4. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you.
5. It is expected that you will provide brokerage services to the Fund.
Accordingly, you agree to comply with Section 11(a)(1) of the Securities
Exchange Act of 1934 and any rules prescribed by the Securities and Exchange
Commission thereunder, as amended from time to time, with respect to brokerage
transactions effected and/or executed by you on behalf of the Fund. In addition,
you shall furnish at least annually to us a statement setting forth the total
amount of all compensation retained by you in connection with effecting and/or
executing transactions for the account during the period covered by the
statement, as required by Section 11(a)(1).
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
Evergreen Asset Management Corp.
By:_________________
The foregoing Agreement is
hereby accepted as of the
date first above written
XXXXXX & COMPANY
By:_________________
