[Form of Investment Advisory Agreement]
[Date]
First Union National Bank
of North Carolina
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Ladies and Gentlemen:
The undersigned, The Evergreen Tax Free Trust Fund (the "Trust") on behalf
of its series portfolios the [Evergreen New Jersey Tax Free Income
Fund][Evergreen Pennsylvania Tax Free Money Market Fund](the "Fund") is an
investment company which desires to employ its capital by investing and
reinvesting the same in securities in accordance with the limitations specified
in its Declaration of Trust and in its Prospectus as from time to time in
effect, copies of which have been, or will be, submitted to you, and in such
manner and to such extent as may from time to time be approved by the Trustees
of the Trust. Subject to the terms and conditions of this Agreement, the Trust
on behalf of the Fund, desires to employ First Union National Bank of North
Carolina (the "Adviser") and the Adviser desires to be so employed, to supervise
and assist in the management of the business of the Fund. Accordingly, this will
confirm our agreement as follows:
1. The Adviser shall, on a continuous basis, furnish reports, statistical
and research services, and make investment decisions with respect to the Fund's
portfolio of investments. The Adviser shall use its best judgment in rendering
these services to the Fund, and the Fund agrees as an inducement to the Adviser
undertaking such services that the Adviser 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 the Adviser against any
liability to the Fund or to the shareholders of the Fund to which it would
otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties hereunder or by reason of
the Adviser's reckless disregard of its obligations and duties hereunder.
2. The Adviser agrees that it will not make short sales of
the Fund's shares of beneficial interest.
3. The Adviser agrees that in any case where an officer or director of the
Adviser is also an officer or director of another corporation, and the purchase
or sale of securities issued by such other corporation is under consideration,
such officer or director shall abstain from participation in any decision made
on behalf of the Fund to purchase or sell any securities issued by such other
corporation.
4. The Fund will pay the costs of all of its expenses and liabilities,
including expenses and liabilities incurred in connection with maintaining its
registration under the Investment Company Act of 1940 (the "Act") and the
Securities Act of 1933, as amended, and maintaining any registrations or
qualifications under the securities laws of the states in which the Fund's
shares are registered or qualified for sale, subsequent registrations and
qualifications share certificates, mailing, brokerage, issue and transfer taxes
on sales of the Fund's portfolio securities, custodian and stock transfer
charges, printing, legal and auditing expenses, expenses of shareholders'
meetings, and reports to shareholders.
5. In consideration of the Adviser performing its obligations hereunder,
the Fund will pay to the Adviser an advisory fee, payable monthly, at an annual
rate of 0.XX% of the average daily net assets of the Fund.
6. The Fund understands that the Adviser acts as investment adviser to
other investment companies, and that affiliates of the Adviser act as investment
advisers to individuals, partnerships, corporations, pension funds and other
entities, and the Fund confirms that it has no objection to the Adviser or its
affiliates so acting.
7. This Agreement shall be in effect for a period of two years from the
date hereof. This Agreement shall continue in effect from year to year
thereafter, provided it is approved, at least annually, in the manner required
by the Act. The Act requires that this Agreement and any renewal thereof be
approved by a vote of a majority of Trustees of the Trust who are not parties
thereto or interested persons (as defined in the Act) of any such party, cast 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.
This Agreement may be terminated at any time, without payment of any
penalty, on sixty (60) days' prior written notice by a vote of a majority of the
Fund's outstanding voting securities, by a vote of a majority of the Trustees of
the Trust, or by the Adviser. This Agreement shall be automatically terminated
in the event of its assignment (as such term is defined in the Act).
8. This Agreement is made by the Trust, on behalf of the Fund pursuant to
authority granted by the Trustees, and the obligations created hereby are not
binding on any of the Trustees or shareholders of the Fund individually, but
bind only the property of the Fund.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to the undersigned the enclosed copy hereof.
Very truly yours,
EVERGREEN TAX FREE TRUST
on behalf of
[Evergreen New Jersey Tax Free Income Fund]
[Evergreen Pennsylvania Tax Free Money Market Fund]
By:
ACCEPTED:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By:
