DISTRIBUTION PLAN OF RESERVE CLASS SHARES
EVERGREEN SELECT MONEY MARKET TRUST
SECTION 1. The Evergreen Select Money Market Trust (the "Trust")
individually and/or on behalf of its series (each a "Fund") referred to in
Exhibit A to this Rule 12b-1 Plan of Distribution (the "Plan") may act as the
distributor of securities which are issued in respect of the Fund's Reserve
Class shares ("Shares"), pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "1940 Act") according to the terms of this Plan.
SECTION 2. The Trust on behalf of each Fund may expend daily amounts at
an annual rate of 0.75% of the average daily net asset value of the Shares of
the Fund. Such amounts may be expended to finance activity which is principally
intended to result in the sale of Shares including, without limitation,
expenditures consisting of payments to a principal underwriter of the Fund
("Principal Underwriter") or others in order (i) to make payments to the
Principal Underwriter or others of sales commissions, other fees or other
compensation for services provided or to be provided, to enable payments to be
made by the Principal Underwriter or others for any activity primarily intended
to result in the sale of Shares, to pay interest expenses associated with
payments in connection with the sale of Shares and to pay any expenses of
financing permitted by this clause (i); (ii) to enable the Principal Underwriter
or others to receive, pay or to have paid to others who have sold Shares, or who
provide services to holders of Shares, a service fee, maintenance or other fee
in respect of such services, at such intervals as the Principal Underwriter or
such others may determine, in respect of Shares previously sold and remaining
outstanding during the period in respect of which such fee is or has been paid;
and/or (iii) to compensate the Principal Underwriter or others for efforts
(including without limitation any financing of payments under (i) and (ii) for
the sale of shares) in respect of sales of Shares since inception of the Plan or
any predecessor plan. Appropriate adjustments shall be made to the payments made
pursuant to this Section 2 to the extent necessary to ensure that no payment is
made by Trust on behalf of each Fund with respect to the Class in excess of the
applicable limit imposed on asset based, front end and deferred sales charges
under subsection (d) of Rule 2830 of the Business Conduct Rules of the National
Association of Securities Dealers Regulation, Inc. (The "NASDR"). In addition,
to the extent any amounts paid hereunder fall within the definition of an "asset
based sales charge" under said NASDR Rule such payments shall be limited to 0.75
of 1% of the aggregate net asset value of the Shares on an annual basis and, to
the extent that any such payments are made in respect of "shareholder services"
as that term is defined in the NASDR Rule, such payments shall be limited to .25
of 1% of the aggregate net asset value of the Shares on an annual basis and
shall only be made in respect of shareholder services rendered during the period
in which such amounts are accrued.
SECTION 3. This Plan shall not take effect until it has been approved
together with any related agreements by votes of a majority of both (a) the
Board of Trustees of the Trust and (b) those Trustees of the Trust who are not
"interested persons" of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or any
agreements related to this Plan ("Rule 12b-1 Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan or such agreements.
SECTION 4. Unless sooner terminated pursuant to Section 6, this Plan
shall continue in effect for a period of one year from the date it takes effect
and thereafter shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in Section 3.
SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by Trust on behalf of each Fund pursuant to this Plan or any
related agreement shall provide to the Trust's Board of Trustees and the Board
shall review at least quarterly a written report of the amounts so expended and
the purposes for which such expenditures were made.
SECTION 6. This Plan may be terminated as to any Fund at any time by
vote of a majority of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding Shares of such Fund.
SECTION 7. Any agreement related to this Plan shall be in writing and
shall provide:
(a) that such agreement may be terminated as to any Fund at any
time, without payment of any penalty, by vote of a majority of
the Rule 12b-1 Trustees or by a vote of a majority of such
Fund's outstanding Shares on not more than sixty days written
notice to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the
event of its assignment.
SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses provided for in Section 2 hereof unless such
amendments approved by a vote of at least a majority (as defined in the 1940
Act) of the Fund's outstanding Shares and no material amendment to this Plan
shall be made unless approved in the manner provided for in Section 3 hereof.
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EXHIBIT A
As revised November 15, 2000
EVERGREEN SELECT MONEY MARKET TRUST
Evergreen Cash Management Money Market Fund
Evergreen Cash Management Municipal Money Market Fund
Evergreen Cash Management U.S. Government Money Market Fund
