THE EVERGREEN FUNDS
DEFERRED COMPENSATION PLAN
This Deferred Compensation Plan, effective as of September 18, 1997,
sets forth the terms whereby a Trustee of the Evergreen Funds, entitled to
compensation payable by the Evergreen Funds, may defer the receipt of his or her
compensation.
1. . DEFINITION OF TERMS AND CONDITIONS
1.1 DEFINITIONS. Unless a different meaning is plainly implied by the context,
the following terms as used in this Plan shall have the meanings specified
below:
(1) "BENEFICIARY" shall mean such person or persons designated pursuant to
Section 4.3 hereof to receive benefits after the death of the Trustee.
(2) "BOARD OF TRUSTEES" shall mean the Board of Trustees or the Board of
Directors of an Evergreen Fund.
(3) "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute.
(4) "COMPENSATION" shall mean the amount of trustees' fees paid by an Evergreen
Fund to the Trustee during a Deferral Year prior to reduction for Compensation
Deferrals made under this Plan.
(5) "COMPENSATION DEFERRAL" shall mean the amount or amounts of the Trustee's
Compensation deferred under the provisions of Section 3 of this Plan.
(6) "DEFERRAL ACCOUNT" shall mean the account maintained to reflect the
Trustee's Compensation Deferrals made pursuant to Section 3 hereof and any other
credits or debits thereto.
(7) "DEFERRAL YEAR" shall mean each calendar year during which the Trustee
makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.
(8) "EVERGREEN FUNDS" shall mean any and all of the registered investment
companies currently or subsequently advised by Evergreen Investment Management
Company or any of its affiliates.
(9) "VALUATION DATE" shall mean the last business day of each calendar year and
any other day upon which an Evergreen Fund makes a valuation of the Deferred
Account.
1.2 PLURALS AND GENDER. Where appearing in this Plan the singular shall include
the plural and the masculine shall include the feminine, and vice versa, unless
the context clearly indicates a different meaning.
1.3 TRUSTEES AND DIRECTORS. Where appearing in this Plan, "Trustee" shall also
refer to "Director" and "Board of Trustees" shall also refer to "Board of
Directors."
1.4 HEADINGS. The headings and sub-headings in this Plan are inserted for the
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
2. . PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 COMMENCEMENT OF COMPENSATION DEFERRALS. The Trustee may elect, on a form
provided by, and submitted to, the Secretary of an Evergreen Fund, to commence
Compensation Deferrals under Section 3 hereof for the period beginning on the
date such form is submitted to the Secretary of the Evergreen Fund.
2.2 TERMINATION OF DEFERRALS. The Trustee shall not be eligible to make
Compensation Deferrals after the earlier of the following dates:
(1) The date on which he ceases to serve as a Trustee of the Evergreen Fund; or
(2) The effective date of the termination of this Plan.
3. . COMPENSATION DEFERRALS
3.1 COMPENSATION DEFERRAL ELECTIONS.
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(1) Except as provided below, an executed deferral election on the form
described in Section 2.1 hereof, must be filed with the Secretary of an
Evergreen Fund prior to the first day of the Deferral Year to which it applies.
The form shall set forth the amount of such Compensation Deferral (in whole
percentage amounts). Such election shall continue in effect for all subsequent
Deferral Years unless it is canceled or modified as provided below.
Notwithstanding the foregoing, (i) any person who is elected to the Board during
a fiscal year of an Evergreen Fund may elect before becoming a Trustee or within
30 days after becoming a Trustee to defer any unpaid portion of the retainer of
such fiscal year and the fees for any future meetings during such fiscal year by
filing an election form with the Secretary of the Evergreen Fund, and (ii)
Trustees may elect to defer any unpaid portion of the retainer for the fiscal
year in which Deferred Compensation Plans or agreements are first authorized by
the Board and any unpaid fees for any future meetings during such fiscal year by
submitting an election form to the Secretary of an Evergreen Fund within 30 days
of such authorization.
(2) Compensation Deferrals shall be withheld from each payment of Compensation
by an Evergreen Fund to the Trustee based upon the percentage amount elected by
the Trustee under Section 3.1 (a) hereof.
(3) The Trustee may cancel or modify the amount of his Compensation Deferrals on
a prospective basis by submitting to the Secretary of an Evergreen Fund a
revised Compensation Deferral election form. Subject to the provisions of
Section 4.2 hereof, such change will be effective as of the first day of the
Deferral Year following the date such revision is submitted to the Secretary of
the Evergreen Fund.
3.2 VALUATION OF DEFERRAL ACCOUNT.
(1) An Evergreen Fund shall establish a bookkeeping Deferral Account to which
will be credited an amount equal to the Trustee's Compensation Deferrals under
this Plan. Compensation Deferrals shall be allocated to the Deferral Account on
the day such Compensation Deferrals are withheld from the Trustee's Compensation
and shall be deemed invested pursuant to Section 3.3, below, as of the same day.
The Deferral Account shall be debited to reflect any distributions from such
Account. Such debits shall be allocated to the Deferral Account as of the date
such distributions are made.
(2) As of each Valuation Date, income, gain and loss equivalents (determined as
if the Deferral Account is invested in the manner set forth under Section 3.3,
below) attributable to the period following the next preceding Valuation Date
shall be credited to and/or deducted from the Trustee's Deferral Account.
3.3 INVESTMENT OF DEFERRAL ACCOUNT BALANCE.
(1) The Trustee may select from various options made available by the Evergreen
Funds the investment media in which all or part of his Deferral Account shall be
deemed to be invested.
(a) The Trustee shall make an investment designation on a form
provided by the Secretary of the Evergreen Funds (Attachment A) which
shall remain effective until another valid designation has been made
by the Trustee as herein provided. The Trustee may amend his
investment designation daily by giving instructions to the Secretary
of the Evergreen Funds.
(b) Any changes to the investment media to be made available to the
Trustee, and any limitation on the maximum or minimum percentages of
the Trustee's Deferral Account that may be invested in any particular
medium, shall be communicated from time-to-time to the Trustee by the
Secretary of the Evergreen Funds.
(2) Except as provided below, the Trustee's Deferral Account shall be deemed to
be invested in accordance with his investment designations, provided such
designations conform to the provisions of this Section. If:
(a) the Trustee does not furnish the Secretary of the Evergreen Funds
with complete, written investment instructions, or Funds with
(b) the written investment instructions from the Trustee are unclear,
then the Trustee's election to make Compensation Deferrals hereunder
shall be held in abeyance and have no force and effect, and he shall
be deemed to have selected the Evergreen Money Market Fund until such
time as the Trustee shall provide the Secretary of the Evergreen Funds
with complete investment instructions. In the event that any Evergreen
Fund under which any portion of the Trustee's Deferral Account is
deemed to be invested ceases to exist, such portion of the Deferral
Account thereafter shall be held in the successor to such Evergreen
Fund, subject to subsequent deemed investment elections.
The amount of the earnings credited to a Trustee's Deferral
Account shall be determined by using the Evergreen Fund(s) selected by the
Trustee to measure the hypothetical performance of the Trustee's Deferral
Account. The value of a Deferral Account, as of any date, will be equal to the
value such account would have had if the amount credited to it had been invested
and reinvested in shares of the Evergreen Fund(s) designated by the Trustee
("Designated Shares"). Trustees may change the designation of the Evergreen
Fund(s) in which their compensation deferrals are deemed to be invested daily by
giving instructions to the Secretary of the Evergreen Funds. In such a case, the
Designated Shares of one Evergreen Fund will be exchanged for Designated Shares
of another Evergreen Fund based on the net asset value per share of the
respective Evergreen Funds. Each Deferral Account will be credited or changed
with book adjustments representing all interest, dividends and other earnings
and all gains and losses that would have been realized had the amounts credited
to such account actually been invested in the Designated Shares. A participating
Evergreen Fund's obligation to make payments with respect to a Deferral Account
is and will remain a general obligation of the Evergreen Fund to be made pro
rata from the general assets and property of each Evergreen Fund portfolio.
The Secretary of the Evergreen Funds shall provide an annual
statement to the Trustee showing such information as is appropriate, including
the aggregate amount in the Deferral Account, as of a reasonably current date.
4. . DISTRIBUTIONS FROM DEFERRAL ACCOUNT
4.1 IN GENERAL. Distributions from the Trustee's Deferral Account may be paid in
a lump sum or in installments as elected by the Trustee commencing on or as soon
as practicable after a date specified by the Trustee, which may not be sooner
than the earlier of the first business day of January following (a) a date five
years following the deferral election, or (b) the year in which the Trustee
ceases to be a member of the Board of Trustees of the Evergreen Funds.
Notwithstanding the foregoing, in the event of the liquidation, dissolution or
winding up of an Evergreen Fund or the distribution of all or substantially all
of an Evergreen Fund's assets and property relating to one or more series of its
shares to the shareholders of such series (for this purpose a sale, conveyance
or transfer of an Evergreen Fund's assets to a trust, partnership, association
or corporation in exchange for cash, shares or other securities with the
transfer being made subject to, or with the assumption by the transferee of, the
liabilities of the Evergreen Fund shall not be deemed a termination of the
Evergreen Fund or such a distribution), all unpaid amounts in the Deferral
Account as of the effective date thereof shall be paid in a lump sum on such
effective date. In addition, upon application by a Trustee and determination by
the Chairman of the Board of Trustees of the Evergreen Funds that the Trustee
has suffered a severe and unanticipated financial hardship, the Secretary shall
distribute to the Trustee, in a single lump sum, an amount equal to the lesser
of the amount needed by the Trustee to meet the hardship plus applicable income
taxes payable upon such distribution, or the balance of the Trustee's Deferral
Account.
4.2 DEATH PRIOR TO COMPLETE DISTRIBUTION OF DEFERRAL ACCOUNT. Upon the death of
the Trustee (whether prior to or after the commencement of the distribution of
the amounts credited to his Deferral Account), the balance of such Account shall
be distributed to his Beneficiary in a lump sum as soon as practicable after the
Trustee's death.
4.3 DESIGNATION OF BENEFICIARY. For purposes of Section 4.2 hereof, the
Trustee's Beneficiary shall be the person or persons so designated by the
Trustee in a written instrument submitted to the Secretary of the Evergreen
Funds (Attachment B). In the event the Trustee fails to properly designate a
Beneficiary, his Beneficiary shall be the person or persons in the first of the
following classes of successive preference Beneficiaries surviving at the death
of the Trustee: the Trustee's (1) surviving spouse, or (2) estate.
5. . AMENDMENT AND TERMINATION
5.1 The Board of Trustees may at any time in its sole discretion amend or
terminate this Plan; provided, however, that no such amendment or termination
shall adversely affect the right of Trustees to receive amounts previously
credited to their Deferral Accounts.
6. . MISCELLANEOUS
6.1 RIGHTS OF CREDITORS.
(1) This Plan is an unfunded and non-qualified deferred compensation
arrangement. Neither the Trustee nor other persons shall have any interest in
any specific asset or assets of an Evergreen Fund by reason of any Deferral
Account hereunder, nor any rights to receive distribution of his Deferral
Account except as and to the extent expressly provided hereunder. An Evergreen
Fund shall not be required to purchase, hold or dispose of any investments
pursuant to this Plan; however, if in order to cover its obligations hereunder
the Evergreen Fund elects to purchase any investments the same shall continue
for all purposes to be a part of the general assets and property of the
Evergreen Fund, subject to the claims of its general creditors and no person
other than the Evergreen Fund shall by virtue of the provisions of this Plan
have any interest in such assets other than an interest as a general creditor.
(2) The rights of the Trustee and the Beneficiaries to the amounts held in the
Deferral Account are unsecured and shall be subject to the creditors of the
Evergreen Funds. With respect to the payment of amounts held under the Deferral
Account, the Trustee and his Beneficiaries have the status of unsecured
creditors of the Evergreen Funds. This Plan is executed on behalf of the
Evergreen Fund by an officer of an Evergreen Fund as such and not individually.
Any obligation of an Evergreen Fund hereunder shall be an unsecured obligation
of the Evergreen Fund and not of any other person.
6.2 AGENTS. The Evergreen Funds may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as they deem necessary
to perform their duties under this Plan. The Evergreen Funds shall bear the cost
of such services and all other expenses they incur in connection with the
administration of this Plan.
6.3 INCAPACITY. If an Evergreen Fund shall receive evidence satisfactory to it
that the Trustee or any Beneficiary entitled to receive any benefit under this
Plan is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to give a valid release therefor, and that
another person or an institution is then maintaining or has custody of the
Trustee or Beneficiary and that no guardian, committee or other representative
of the estate of the Trustee or Beneficiary shall have been duly appointed, the
Evergreen Fund may make payment of such benefit otherwise payable to the Trustee
or Beneficiary to such other person or institution, including a custodian under
a Uniform Gifts to Minors Act, or corresponding legislation (who shall be a
guardian of the minor or a trust company), and the release of such other person
or institution shall be a valid and complete discharge for the payment of such
benefit.
6.4 NO GUARANTEE OF TRUSTEESHIP. Nothing contained in this Plan shall be
construed as a guaranty or right of any Trustee to be continued as a Trustee of
one or more of the Evergreen Funds (or of a right of a Trustee to any specific
level of Compensation) or as a limitation of the right of any of the Evergreen
Funds, by shareholder action or otherwise, to remove any of its trustees.
6.5 COUNSEL. The Evergreen Funds may consult with legal counsel with respect to
the meaning or construction of this Plan, their obligations or duties hereunder
or with respect to any action or proceeding or any question of law, and they
shall be fully protected with respect to any action taken or omitted by them in
good faith pursuant to the advice of legal counsel.
6.6 SPENDTHRIFT PROVISION. The Trustees' and Beneficiaries' interests in the
Deferral Account shall not be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charges and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; nor shall any portion of any such right hereunder be in any
manner payable to any assignee, receiver or trustee, or be liable for such
person's debts, contracts, liabilities, engagements or torts, or be subject to
any legal process to levy upon or attach.
6.7 NOTICES. For purposes of this Plan, notices and all other communications
provided for in this Plan shall be in writing and shall be deemed to have been
duly given when delivered personally or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or by nationally
recognized overnight delivery service, addressed to the Trustee at the home
address set forth in the Evergreen Funds' records and to an Evergreen Fund at
its principal place of business, provided that all notices to an Evergreen Fund
shall be directed to the attention of the Secretary of the Evergreen Fund or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of charge of address shall be effective
only upon receipt.
6.8 INTERPRETATION OF PLAN. Interpretation of, and determinations related to,
this Plan made by the Evergreen Funds in good faith, including any
determinations of the amounts of the Deferral Account, shall be conclusive; and
an Evergreen Fund shall not incur any liability to the Trustee for any such
interpretation or determination so made or for any other action taken by it in
connection with this Plan in good faith.
6.9 SUCCESSORS AND ASSIGNS. This Plan shall be applicable to, and shall inure to
the benefit of, the Evergreen Funds and their successors and assigns and to the
Trustees and his heirs, executors, administrators and personal representatives.
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ATTACHMENT A
DEFERRED COMPENSATION PLAN
DEFERRAL ELECTION FORM
TO: The Secretary of the Evergreen Funds
FROM:
DATE:
With respect to the Deferred Compensation Plan I hereby make the
following elections:
DEFERRAL OF COMPENSATION
Starting with Compensation to be paid to me with respect to
services provided by me to The Evergreen Funds after the date this election form
is provided to The Evergreen Funds, and for all periods thereafter (unless
subsequently amended by way of a new election form), I hereby elect that ___
percent (___%) of my Compensation (as defined under the Plan) be deferred and
that each Fund establish a bookkeeping account credited with amounts equal to
the amount so deferred (the "Deferral Account"). The Deferral Account shall be
further credited with income equivalents as provided under the Plan. Each
Compensation Deferral (as defined in the Plan) shall be deemed invested as of
the end of the calendar quarter during which such Compensation Deferral is
withheld from my Compensation.
I wish the Compensation Deferral to be invested in the Funds and
percentages noted in Annex A to this Form.
I understand that the amounts held in the Deferral Account shall
remain the general assets of The Evergreen Funds and that, with respect to the
payment of such amounts, I am merely a general creditor of The Evergreen Funds.
I may not sell, encumber, pledge, assign or otherwise alienate the amounts held
under the Deferral Account.
DISTRIBUTIONS FROM DEFERRAL ACCOUNT
I hereby elect that distributions from my Deferral Account be
paid:
_____ in a lump sum or
_____ in quarterly installments for ____ years (specify a number
of years not to exceed five);
Commencing on the first business day of January following:
_____ the year in which I cease to be a member of the
Board of Trustees of the Funds, or
_____ (a calendar year but not a year earlier than 2000).
I hereby agree that the terms of the Plan are incorporated herein
and are made a part hereof. Dated as of the day and year first above written.
WITNESS: TRUSTEE:
------------------------ -------------------------
RECEIVED:
THE EVERGREEN FUNDS
By:_____________________
Name: __________________
Title: ___________________
Date: ___________________
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ANNEX A
I desire that my deferred Compensation be invested as follows:
[Names of Available Evergreen Funds, _____%
as may be updated from time to time]
----------------------
100% of Deferred
Compensation amount
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ATTACHMENT B
THE EVERGREEN FUNDS
DEFERRED COMPENSATION PLAN
DESIGNATION OF BENEFICIARY
You may designate one or more beneficiaries to receive any amount
remaining in your Deferral Account at your death. If your Designated Beneficiary
survives you, but dies before receiving the full amount of the Deferral Account
to which he or she is entitled, the remainder will be paid to the Designated
Beneficiary's estate, unless you specifically elect otherwise in your
Designation of Beneficiary form.
You may indicate the names not only of one or more primary
Designated Beneficiaries but also the names of secondary beneficiaries who would
receive amounts in your Deferral Account in the event the primary beneficiary or
beneficiaries are not alive at your death. In the case of each Designated
Beneficiary, give his or her name, address, relationship to you, and the
percentage of your Deferral Account he or she is to receive. You may change your
Designated Beneficiaries at any time, without their consent, by filing a new
Designation of Beneficiary form with the Secretary of the Funds.
* * * * * * * * * * * * *
As a participant in the Evergreen Funds' Deferred Compensation
Plan (the "Plan"), I hereby designate the person or persons listed below to
receive any amount remaining in my Deferral Account in the event of my death.
This designation of beneficiary shall become effective upon its delivery to the
Secretary of the Funds prior to my death, and revokes any designation(s) of
beneficiary previously made by me. I reserve the right to revoke this
designation of beneficiary at any time without notice to any beneficiary.
I hereby name the following as primary Designated Beneficiaries
under the Plan:
Name Relationship Percentage Address
---------------------- ---------- ---------% ---------------------------
Name Relationship Percentage Address
---------------------- ---------- ---------% ---------------------------
Name Relationship Percentage Address
---------------------- ---------- ---------% ---------------------------
Name Relationship Percentage Address
---------------------- ----------- ---------% ---------------------------
In the event that one or more of my primary Designated
Beneficiaries predeceases me, his or her share shall be allocated among the
surviving primary Designated Beneficiaries. I name the following as secondary
Designated Beneficiaries under the Plan, in the event that no primary Designated
Beneficiary survives me:
Name Relationship Percentage Address
----------------------- ---------- ---------% -------
Name Relationship Percentage Address
----------------------- ---------- ---------% -------
Name Relationship Percentage Address
----------------------- ---------- ---------% -------
Name Relationship Percentage Address
--------------------------- ---------- ---------% ---------
In the event that no primary Designated Beneficiary survives me
and one or more of the secondary Designated Beneficiaries predeceases me, his or
her share shall be allocated among the surviving secondary Designated
Beneficiaries.
---------------- --------------------------
(Witness) (Signature of Trustee)
Date: Date:
