February 1, 1999
Xxxxxx & Company
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We have entered into an agreement with First Union National Bank a
national banking association (the "Adviser"), pursuant to which we act as
investment manager to a portion of the Evergreen VA Masters Fund (the "Fund") a
series of the Evergreen Variable Annuity Trust (the "Trust") as described in the
Fund's registration statement filed with the Securities and Exchange Commission.
We hereby agree with you 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 judgment and efforts in
rendering these services to us, and we agree as an inducement to your
undertaking these services that you shall not be liable to us under this
paragraph for any mistake of judgment or in any event whatsoever, except
for lack of good faith. However, nothing herein shall be deemed to protect
or purport to protect you against any liability to the Fund or its
shareholders to which you would otherwise be subject by reason of wilful
misfeasance, bad faith, or gross negligence in the performance of your
duties, 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 will terminate automatically in the event of its
assignment, or upon termination of the above-mentioned agreement between the
Adviser and the undersigned.
This Agreement may be terminated at any time, without the payment of
any penalty, (a) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund or by the undersigned, on sixty days'
written notice addressed to you at your principal place of business; and (b) by
you, without payment of any penalty, on sixty days' written notice addressed to
the Fund and the undersigned.
This Agreement shall be for two years from the date of this Agreement.
This Agreement
shall continue in effect from year to year thereafter so long as such
continuance is specifically approved at least annually by a majority of the
Trustees of the Trust 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 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.
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: /s/ Xxxx Xxxxxx Xxxxxxx
--------------------------
Name: Xxxx Xxxxxx Xxxxxxx
Title:
The foregoing Agreement is
hereby accepted as of the
date first above written
XXXXXX & COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx 25212
Title:
