EX-99.F BONUS PROFIT 7 deferredcompplan.htm DEFERRED COMPENSATION PLAN

                                                                                                                                                                                                               

 

                                                        THE EVERGREEN FUNDS

 

                                               DEFERRED COMPENSATION PLAN

 

            This Deferred Compensation Plan, restated effective as of January 1, 2005, sets forth the terms whereby a Trustee of any one of the Evergreen Funds, entitled to compensation payable by such fund, may defer the receipt of his or her compensation.

 

                  DEFINITION OF TERMS AND CONDITIONS

 

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:

 

"Administrator" means the Treasurer of the Evergreen Fixed Income Trust.

"Beneficiary" means such person or persons designated pursuant to Section 4.3 hereof to receive benefits after the death of the Trustee.

 

"Board of Trustees" means the Board of Trustees or the Board of Directors of an Evergreen Fund.

 

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

 

"Compensation" means the amount of trustees' fees paid by any Evergreen Fund to the Trustee during a Deferral Year prior to reduction for Compensation Deferrals made under this Plan.

 

"Compensation Deferral" means the amount of the Trustee's Compensation deferred under the provisions of Section 3 of this Plan.

 

"Deferral Account" means the account maintained to reflect the Trustee's Compensation Deferrals made pursuant to Section 3 hereof and any credits or debits thereto.

 

"Deferral Year" means each calendar year during which a Trustee makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.

 

                                    (9)        “Evergreen Funds” means any and all of the registered investment companies currently or subsequently advised by Evergreen Investment Management Company LLC or any of its affiliates.

 

                                    (10)      "Valuation Date" means the last business day of each calendar year and any other day upon which an Evergreen Fund makes a valuation of the Deferred Account.

 

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.

 

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."

 

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.

 

 

                  PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED

 

Commencement of Compensation Deferrals.  The Trustee may elect, on a form provided by, and submitted to, the Administrator, to commence Compensation Deferrals under Section 3 hereof.

 

Termination of Deferrals.  The Trustee shall not be eligible to make Compensation Deferrals after the earlier of:

 

  (a) The date on which he no longer serves as a Trustee of any Evergreen Fund; or

 

   (b) The effective date of the termination of this Plan.

 

                  COMPENSATION DEFERRALS

 

Compensation Deferral Elections.

 

  (a) Except as provided below, an executed deferral election form must be filed with the Administrator prior to the first day of the Deferral Year to which it applies.  Such form shall specify in whole percentage amountsthe Compensation Deferral the Trustee has elected.  Such election shall apply uniformly to the Compensation of such person from service as a Trustee with each Evergreen Fund that he so serves. Such form must be filed before the commencement of any Deferral Year to which it applies, provided, however, that if the individual has not previously been a Trustee of any Evergreen Fund, such form may instead be filed within 30 days after the individual first becomes a Trustee (in which case it shall apply only to Compensation earned after the date on which it is filed).  Such election shall continue in effect for all subsequent Deferral Years unless it is canceled or modified as provided below. 

 

   (b) 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)

 

   (c) The Trustee may cancel or modify the amount of his Compensation Deferrals on a prospective basis by submitting to the Administrator a revised Compensation Deferral election form.  Such change will be effective as of the first day of the Deferral Year following the date such revision is submitted to the Administrator.

 

Valuation of Deferral Account.

 

                                    (a)        EachEvergreen Fundthat an electing individual serves as a Trustee 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.

 

    (b) 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.

 

Investment of Deferral Account Balance.

 

   (a) 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.  Initially, these investment media shall be various Evergreen Funds.

 

                                                (i)         The Trustee shall make an investment designation on a form provided by theAdministrator (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 designationby giving instructions to the Administrator

 

                                                (ii)        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 Administrator.

 

   (b) 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:

 

                                                (i) the Trustee does not furnish the Administratorwith complete, written investment instructions, or

 

                                                (ii)        the written investment instructions from the Trustee are unclear, then the Trusteeshall be deemed to have selected the Evergreen Money Market Fund until such time as the Trustee shall provide the Administrator with complete and clear investment instructions.  In the event that any Evergreen Fund in 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 deemed to be invested 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 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 by giving instructions to the Administrator.  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 Administrator 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.

 

                  DISTRIBUTIONS FROM DEFERRAL ACCOUNT

 

In General.  Distributions from the Trustee's Deferral Account may be paid in (a) a lump sum or (b) substantially equal quarterly installments for a period of years not to exceed five, as elected by the Trustee.  Distributions shall commence on or as soon as practicable after a date specified by the Trustee, which shall beno 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 is no longer a member of the Board of Trustees of any Evergreen Fund.  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 with respect to Compensation from such fund and earnings thereon as of the effective date thereof shall be paid in a lump sum on such effective date. 

 

Unforeseeable Emergency.  Uponapplication by a Trustee and determination by the Administratorthat the Trustee has suffered a severe financial hardship within the meaning of Prop. Reg. § 1.409A-3(g)(3), the Administratorshall 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.

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 deathand in the year of such death, provided, however, that if the Trustee dies in November or December, distribution shall be made in the following calendar year.

 

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 Administrator (Attachment B).  In the event the Trustee fails to properly designate a Beneficiary, his Beneficiary shall be the Trustee's surviving spouse, or if none, his estate.

 

                  AMENDMENT AND TERMINATION

 

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 any Trustee to receive amounts previously credited to his Deferral Account.

 

                  MISCELLANEOUS

 

Rights of Creditors.

 

                                    (a)        This Plan is an unfunded and nonqualified deferred compensation arrangement.  Neither a Trustee nor other person 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 any 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 such 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.

 

                                    (b)        The rights of a Trustee and his Beneficiaries to the amounts held in the Deferral Account are unsecured and shall be subject to the creditors of the Evergreen Fund with respect to which Compensation was deferred.  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 relevant Evergreen Fund.  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.

 

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.

 

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.

 

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.

 

Preservation of Income Tax Deferral.  It is the intention of the parties that no payment or entitlement pursuant to this Plan will give rise to any adverse tax consequences to any person pursuant to Section 409A of the Code.  The Administrator shall interpret and apply the Plan to that end, and shall not give effect to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under said Section 409A and the regulations thereunder.  Any reference herein to the proposed regulations under Code Section 409A shall refer to any successor regulations as well.  The Administrator shall consider in good faith any assertion by a Trustee or other person that any provision of this Plan, or the manner in which the Plan is operated, could reasonably expect it to give rise to such adverse tax effects but, in any case, the Administrator shall have final authority to determine whether there is a reasonable possibility of such adverse tax consequences.  Should the Administrator determine that there is a reasonable possibility that the text of this Plan could give rise to such adverse tax consequences, it may amend the Plan as necessary to obviate the possibility of such consequences.

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.

 

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.

 

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 Administrator 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.

 

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.

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.

 


 

ATTACHMENT A

 

                                               DEFERRED COMPENSATION PLAN

 

                                                   2 DEFERRAL ELECTION FORM

 

 

TO:                         The Administrator

 

FROM:

 

DATE:

 

 

With respect to the Deferred Compensation Plan I hereby make the following elections:

 

Deferral of Compensation

 

With respect toCompensation to be paid to me with respect to services provided by me to all of the Evergreen Fundsthat I serve as Trustee after the date this election form is provided to The Evergreen Funds, I hereby elect that ___ percent (___%) of my Compensation (as defined under the Plan) be deferred and that each Fund that I serve as Trustee establish a bookkeeping account credited with amounts equal to the amount so deferredfrom such Fund (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 such amount held in the Deferral Account shall remain the general assets of the Evergreen Fund from which it was deferred and that, with respect to the payment of such amounts, I am merely a general creditor of such Fund.  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 2_____).
                               Please specify year _________
.

 

 

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: ___________________                    

 


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

                                                                                                                                                           

                                                                                                                                                           


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.

 

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 Administrator.

 

 

                                                           * * * * * * * * * * * * *

 

 

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 Administrator 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: