EX-5 7 masterag.txt ADMINISTRATION AGREEMENT MASTER ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement is made as of this 2nd day of January, 2002 between the Evergreen Trusts listed on SCHEDULE A, each a Delaware business trust (herein called individually the "Trust" and together the "Trusts"), and Evergreen Investment Services, Inc., a Delaware corporation (herein called "EIS"). W I T N E S S E T H: WHEREAS, each Trust is a Delaware business trust consisting of one or more series which operates as an open-end management investment company and is so registered under the Investment Company Act of 1940; and WHEREAS, each Trust desires to retain EIS as its Administrator to provide it with administrative services and EIS is willing to render such services. NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto agree as follows: 1. APPOINTMENT OF ADMINISTRATOR. Each Trust hereby appoints EIS as Administrator of the Trust and each of its series listed on SCHEDULE A attached hereto on the terms and conditions set forth in this Agreement; and EIS hereby accepts such appointment and agrees to perform the services and duties set forth in Section 2 of this Agreement in consideration of the compensation provided for in Section 4 hereof. 2. SERVICES AND DUTIES. As Administrator, and subject to the supervision and control of the Trustees of each Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of each Trust and each of its series: (a) Prepare, file and maintain each Trust's governing documents, including the Declaration of Trust (which has previously been prepared and filed), the By laws, minutes of meetings of Trustees and shareholders, and proxy statements for meetings of shareholders; (b) Prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for each Trust and each Trust's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (c) Prepare, negotiate and administer contracts on behalf of each Trust with, among others, each Trust's distributor, and custodian and transfer agent; (d) Supervise each Trust's fund accounting agent in the maintenance of each Trust's general ledger and in the preparation of each Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of each Trust's assets and of each Trust's shares, and of the declaration and payment of dividends and other distributions to shareholders; (e) Calculate performance data of each Trust for dissemination to information services covering the investment company industry; (f) Prepare and file each Trust's tax returns; (g) Examine and review the operations of each Trust's custodian and transfer agent: (h) Coordinate the layout and printing of publicly disseminated prospectuses and reports; (i) Prepare various shareholder reports; (j) Assist with the design, development and operation of new series of each Trust; (k) Coordinate shareholder meetings; (l) Provide general compliance services; and (m) Advise each Trust and its Trustees on matters concerning the Trust and its affairs. The foregoing, along with any additional services that EIS shall agree in writing to perform for each Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for each Trust by such Trust's investment adviser, distributor, custodian or transfer agent pursuant to their agreements with such Trust. 3. EXPENSES. EIS shall be responsible for expenses incurred in providing office space, equipment and personnel as may be necessary or convenient to provide the Administrative Services to each Trust. Each Trust shall be responsible for all other expenses incurred by EIS on behalf of such Trust, including without limitation postage and courier expenses, printing expenses, registration fees, filing fees, fees of outside counsel and independent auditors, insurance premiums, fees payable to Trustees who are not EIS employees, and trade association dues. 4. COMPENSATION. As compensation for the Administrative Services provided to the Trusts with respect to their series, the Trusts hereby agree to pay and EIS hereby agrees to accept as full compensation for its services rendered hereunder an administrative fee, calculated daily and payable monthly, at an annual rate determined in accordance with SCHEDULE B attached hereto. 5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. EIS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trusts) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, partner, employee or agent of EIS, who may be or become an officer, trustee, employee or agent of the Trusts, shall be deemed, when rendering services to the Trusts or acting on any business of the Trusts (other than services or business in connection with the duties of EIS hereunder) to be rendering such services to or acting solely for the Trusts and not as an officer, director, partner, employee or agent or one under the control or direction of EIS even though paid by EIS. 6. DURATION AND TERMINATION. (a) This Agreement shall be in effect until December 31, 2002, and shall continue in effect from year to year thereafter, provided it is approved, at least annually, by a vote of a majority of Trustees of the Trusts including a majority of the disinterested Trustees. (b) This Agreement may be terminated at any time, without payment of any penalty, on sixty (60) day's prior written notice by a vote of a majority of any Trust's Trustees or by EIS. 7. AMENDMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought. 8. NOTICES. Notices of any kind to be given to any Trust hereunder by EIS shall be in writing and shall be duly given if delivered to such Trust at: 200 Berkeley Street, Boston, MA 02116, Attention: Secretary. Notices of any kind to be given to EIS hereunder by any Trust shall be in writing and shall be duly given if delivered to EIS at 200 Berkeley Street, Boston, Massachusetts 02116. Attention: Chief Administrative Officer. 9. LIMITATION OF LIABILITY. EIS is hereby expressly put on notice of the limitation of liability as set forth in each Trust's Declaration of Trust and agrees that the obligations pursuant to this Agreement of a particular series and of each Trust with respect to that particular series be limited solely to the assets of that particular series, and EIS shall not seek satisfaction of any such obligation from the assets of any other series, the shareholders of any series, the Trustees, officers, employees or agents of the Trust, or any of them. 10. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Section 5 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Delaware law; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange Commission thereunder. IN WITNESS WHEREOF, the parties hereto have caused this Master Administrative Services Agreement to be executed by their officers designated below as of the day and year first above written. EVERGREEN EQUITY TRUST EVERGREEN FIXED INCOME TRUST EVERGREEN MUNICIPAL TRUST EVERGREEN INTERNATIONAL TRUST EVERGREEN MONEY MARKET TRUST EVERGREEN SELECT EQUITY TRUST EVERGREEN SELECT FIXED INCOME TRUST EVERGREEN SELECT MONEY MARKET TRUST EVERGREEN VARIABLE ANNUITY TRUST By: /s/ Michael H. Koonce __________________________ Name: Michael H. Koonce Title: Secretary EVERGREEN INVESTMENT SERVICES, INC. By: /s/ Carol A. Kosel __________________________ Name: Carol A. Kosel Title: Senior Vice President SCHEDULE A (As of January 2, 2002) EVERGREEN SELECT FIXED INCOME TRUST Evergreen Adjustable Rate Fund Evergreen Core Bond Fund Evergreen Fixed Income Fund Evergreen Fixed Income Fund II Evergreen Select High Yield Bond Fund Evergreen Income Plus Fund Evergreen Intermediate Term Municipal Bond Fund Evergreen International Bond Fund Evergreen Limited Duration Fund EVERGREEN SELECT EQUITY TRUST Evergreen Select Balanced Fund Evergreen Core Equity Fund Evergreen Equity Index Fund Evergreen Secular Growth Fund Evergreen Select Small Cap Growth Fund Evergreen Special Equity Fund Evergreen Strategic Value Fund EVERGREEN SELECT MONEY MARKET TRUST Evergreen Institutional Money Market Fund Evergreen Institutional Municipal Money Market Fund Evergreen Institutional Treasury Money Market Fund Evergreen Institutional 100% Treasury Money Market Fund Evergreen Institutional U.S. Government Money Market Fund Evergreen Cash Management Money Market Fund Evergreen Cash Management Municipal Money Market Fund Evergreen Cash Management Treasury Money Market Fund SNAP Fund EVERGREEN MUNICIPAL TRUST State Municipal Bond Funds Evergreen Connecticut Municipal Bond Fund Evergreen New Jersey Municipal Bond Fund Evergreen Pennsylvania Municipal Bond Fund Southern State Municipal Bond Funds Evergreen Florida High Income Municipal Bond Fund Evergreen Florida Municipal Bond Fund Evergreen Georgia Municipal Bond Fund Evergreen Maryland Municipal Bond Fund Evergreen North Carolina Municipal Bond Fund Evergreen South Carolina Municipal Bond Fund Evergreen Virginia Municipal Bond Fund National Municipal Bond Funds Evergreen High Grade Municipal Bond Fund Evergreen Municipal Bond Fund Evergreen Short-Intermediate Municipal Bond Fund Evergreen High Income Municipal Bond Fund EVERGREEN EQUITY TRUST > Balanced Funds Evergreen Balanced Fund Evergreen Foundation Fund Evergreen Tax Strategic Foundation Fund Growth and Income Funds Evergreen Blue Chip Fund Evergreen Growth and Income Fund Evergreen Equity Income Fund Evergreen Small Cap Value Fund Evergreen Value Fund Domestic Growth Funds Evergreen Aggressive Growth Fund Evergreen Capital Growth Fund Evergreen Fund Evergreen Growth Fund Evergreen Masters Fund Evergreen Omega Fund Evergreen Small Company Growth Fund Evergreen Stock Selector Fund Evergreen Large Company Growth Fund Evergreen Premier 20 Fund Evergreen Tax Strategic Equity Fund Sector Funds Evergreen Health Care Fund Evergreen Technology Fund Evergreen Utility and Telecommunications Fund EVERGREEN FIXED INCOME TRUST Intermediate and Long Term Bond Funds Evergreen Diversified Bond Fund Evergreen High Yield Bond Fund Evergreen Quality Income Fund Evergreen Strategic Income Fund Evergreen U.S. Government Fund Short and Intermediate Term Bond Funds Evergreen Intermediate Term Bond Fund Evergreen Short-Duration Income Fund EVERGREEN INTERNATIONAL TRUST Evergreen Emerging Markets Growth Fund Evergreen Global Leaders Fund Evergreen Global Opportunities Fund Evergreen International Growth Fund Evergreen Latin America Fund Evergreen Precious Metals Fund EVERGREEN MONEY MARKET TRUST Evergreen California Municipal Money Market Fund Evergreen Florida Municipal Money Market Fund Evergreen Money Market Fund Evergreen Municipal Money Market Fund Evergreen New Jersey Municipal Money Market Fund Evergreen New York Municipal Money Market Fund Evergreen Pennsylvania Municipal Money Market Fund Evergreen Treasury Money Market Fund Evergreen U.S. Government Money Market Fund EVERGREEN VARIABLE ANNUITY TRUST Evergreen VA Blue Chip Fund Evergreen VA Capital Growth Evergreen VA Equity Index Fund Evergreen VA Foundation Fund Evergreen VA Fund Evergreen VA Global Leaders Fund Evergreen VA Growth and Income Fund Evergreen VA Growth Fund Evergreen VA High Income Fund Evergreen VA International Growth Fund Evergreen VA Masters Fund Evergreen VA Omega Fund Evergreen VA Small Cap Value Fund Evergreen VA Special Equity Fund Evergreen VA Strategic Income Fund SCHEDULE B (As of January 2, 2002) FEE SCHEDULE FOR THE FOLLOWING FLUCTUATING FUNDS (the " Fluctuating Funds")*: EVERGREEN SELECT FIXED INCOME TRUST Evergreen Adjustable Rate Fund Evergreen Core Bond Fund Evergreen Fixed Income Fund Evergreen Fixed Income Fund II Evergreen Select High Yield Bond Fund Evergreen Income Plus Fund Evergreen Intermediate Term Municipal Bond Fund Evergreen International Bond Fund Evergreen Limited Duration Fund EVERGREEN SELECT EQUITY TRUST Evergreen Select Balanced Fund Evergreen Core Equity Fund Evergreen Equity Index Fund Evergreen Secular Growth Fund Evergreen Select Small Cap Growth Fund Evergreen Special Equity Fund Evergreen Strategic Value Fund EVERGREEN MUNICIPAL TRUST State Municipal Bond Funds Evergreen Connecticut Municipal Bond Fund Evergreen New Jersey Municipal Bond Fund Evergreen Pennsylvania Municipal Bond Fund Southern State Municipal Bond Funds Evergreen Florida High Income Municipal Bond Fund Evergreen Florida Municipal Bond Fund Evergreen Georgia Municipal Bond Fund Evergreen Maryland Municipal Bond Fund Evergreen North Carolina Municipal Bond Fund Evergreen South Carolina Municipal Bond Fund Evergreen Virginia Municipal Bond Fund National Municipal Bond Funds Evergreen High Grade Municipal Bond Fund Evergreen Municipal Bond Fund Evergreen Short-Intermediate Municipal Bond Fund Evergreen High Income Municipal Bond Fund EVERGREEN EQUITY TRUST Balanced Funds Evergreen Balanced Fund Evergreen Foundation Fund Evergreen Tax Strategic Foundation Fund Growth and Income Funds Evergreen Blue Chip Fund Evergreen Growth and Income Fund Evergreen Equity Income Fund Evergreen Small Cap Value Fund Evergreen Value Fund Domestic Growth Funds Evergreen Aggressive Growth Fund Evergreen Capital Growth Fund Evergreen Fund Evergreen Growth Fund Evergreen Masters Fund Evergreen Omega Fund Evergreen Small Company Growth Fund Evergreen Stock Selector Fund Evergreen Large Company Growth Fund Evergreen Premier 20 Fund Evergreen Tax Strategic Equity Fund Sector Funds Evergreen Health Care Fund Evergreen Technology Fund Evergreen Utility and Telecommunications Fund EVERGREEN FIXED INCOME TRUST Intermediate and Long Term Bond Funds Evergreen Diversified Bond Fund Evergreen High Yield Bond Fund Evergreen Quality Income Fund Evergreen Strategic Income Fund Evergreen U.S. Government Fund Short and Intermediate Term Bond Funds Evergreen Intermediate Term Bond Fund Evergreen Short-Duration Income Fund EVERGREEN INTERNATIONAL TRUST Evergreen Emerging Markets Growth Fund Evergreen Global Leaders Fund Evergreen Global Opportunities Fund Evergreen International Growth Fund Evergreen Latin America Fund Evergreen Precious Metals Fund EVERGREEN VARIABLE ANNUITY TRUST Evergreen VA Blue Chip Fund Evergreen VA Capital Growth Fund Evergreen VA Equity Index Fund Evergreen VA Foundation Fund Evergreen VA Fund Evergreen VA Global Leaders Fund Evergreen VA Growth and Income Fund Evergreen VA Growth Fund Evergreen VA High Income Fund Evergreen VA International Growth Fund Evergreen VA Masters Fund Evergreen VA Omega Fund Evergreen VA Small Cap Value Fund Evergreen VA Special Equity Fund Evergreen VA Strategic Income Fund - 0.100% on first $50 billion in Fluctuating Fund assets; - 0.090% on next $25 billion; - 0.080% on next $25 billion; - 0.075% on next $25 billion; - 0.050% on assets over $125 billion; * Minimum fee of $50,000 which will be waived to the extent that it causes any Fund to exceed a contractual expense cap. SCHEDULE B (as of January 2, 2002) FEE SCHEDULE FOR THE FOLLOWING MONEY MARKET FUNDS (the "Money Market Funds")*: EVERGREEN SELECT MONEY MARKET TRUST Evergreen Institutional Money Market Fund Evergreen Institutional Municipal Money Market Fund Evergreen Institutional Treasury Money Market Fund Evergreen Institutional 100% Treasury Money Market Fund Evergreen Institutional U.S. Government Money Market Fund Evergreen Cash Management Money Market Fund Evergreen Cash Management Municipal Money Market Fund SNAP Fund** EVERGREEN MONEY MARKET TRUST Evergreen California Municipal Money Market Fund Evergreen Florida Municipal Money Market Fund Evergreen Money Market Fund Evergreen Municipal Money Market Fund Evergreen New Jersey Municipal Money Market Fund Evergreen New York Municipal Money Market Fund Evergreen Pennsylvania Municipal Money Market Fund Evergreen Treasury Money Market Fund Evergreen U.S. Government Money Market Fund - 0.060% on first $60 billion in Money Market assets; - 0.055% on next $40 billion; - 0.050% on next $25 billion; - 0.040% on assets over $125 billion; * Minimum fee of $50,000 which will be waived to the extent that it causes any Fund to exceed a contractual expense cap. ** SNAP Fund does not pay an administrative services fee.