-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Li1XiBlJx4SkXOInpJ2GBPaZ0jiaHii/JOVhBE+z5Rnshxn7scmgwH6pcb81LkO6 GjJ+tHOThNhChrloAH/iOg== /in/edgar/work/0000907244-00-000307/0000907244-00-000307.txt : 20001129 0000907244-00-000307.hdr.sgml : 20001129 ACCESSION NUMBER: 0000907244-00-000307 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20001128 EFFECTIVENESS DATE: 20001128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASH RESOURCE TRUST /MA/ CENTRAL INDEX KEY: 0000908920 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-65818 FILM NUMBER: 778008 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-07862 FILM NUMBER: 778009 BUSINESS ADDRESS: STREET 1: RIVERFRONT PLAZA, WEST TOWER STREET 2: 901 E. BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047823294 MAIL ADDRESS: STREET 1: RIVERFRONT PLAZA, WEST TOWER STREET 2: 901 E BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: IMG MONEY MARKET SERIES TRUST DATE OF NAME CHANGE: 19930709 485BPOS 1 0001.txt CASH RESOURCE TRUST Registration No. 33-65818 File No. 811-7862 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 12 [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 14 [X] CASH RESOURCE TRUST (Exact name of registrant as specified in charter) 200 Berkeley Street, Boston, Massachusetts 02116-5039 (Address of principal executive offices) (617) 210-3200 (Registrant's Telephone Number) It is proposed that this filing will become effective: [X] immediately upon filing pursuant to paragraph (b) [ ] on [date] pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment [ ] 60 days after filing pursuant to paragraph (a)(i) [ ] on (date) pursuant to paragraph (a)(i) CASH RESOURCE TRUST PART A PROSPECTUS EVERGREEN CRT Money Market Funds Evergreen CRT California Tax-Exempt Money Market Fund Evergreen CRT Money Market Fund Evergreen CRT New York Tax-Exempt Money Market Fund Evergreen CRT Tax-Exempt Money Market Fund Evergreen U.S. Government Money Market Fund Class A Prospectus, December 1, 2000 [LOGO OF EVERGREEN FUNDS] The Securities and Exchange Commission has not determined that the information in this prospectus is accurate or complete, nor has it approved or disapproved these securities. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS FUND RISK/RETURN SUMMARIES: Overview of Fund Risks...................................................... 1 Evergreen CRT California Tax-Exempt Money Market Fund....................... 2 Evergreen CRT Money Market Fund............................................. 4 Evergreen CRT New York Tax-Exempt Money Market Fund......................... 6 Evergreen CRT Tax-Exempt Money Market Fund.................................. 8 Evergreen U.S. Government Money Market Fund................................. 10 GENERAL INFORMATION: The Funds' Investment Advisors.............................................. 12 How to Buy Shares........................................................... 12 How to Redeem Shares........................................................ 13 How To Exchange Shares...................................................... 13 Financial Institutions...................................................... 13 Dividends and Distributions................................................. 14 The Tax Consequences of Investing in the Funds.............................. 14 Fees and Expenses of the Funds.............................................. 16 Financial Highlights........................................................ 17 Other Fund Practices........................................................ 20
In general, Funds included in this prospectus provide investors with a selection of investment alternatives which seek current income consistent with preservation of capital and maintenance of liquidity. Fund Summaries Key Each Fund's summary is organized around the following basic topics and questions: INVESTMENT GOAL What is the Fund's financial objective? You can find clarification on how the Fund seeks to achieve its objective by looking at the Fund's strategy and investment policies. The Fund's Board of Trustees can change the investment objective without a shareholder vote. INVESTMENT STRATEGY How does the Fund go about trying to meet its goals? What types of investments does it contain? What style of investing and investment philosophy does it follow? Does it have limits on the amount invested in any particular type of security? RISK FACTORS What are the specific risks for an investor in the Fund? PERFORMANCE How well has the Fund performed in the past? EXPENSES How much does it cost to invest in the Fund? What is the difference between sales charges and expenses? OVERVIEW OF FUND RISKS CRT Money Market Funds typically rely on a combination of the following strategies: . maintaining $1.00 per share net asset value; . investing in high-quality, short-term money market instruments including U.S. government securities; and . selling a portfolio investment: (i) when the issuer's investment fundamentals begin to deteriorate; (ii) to take advantage of more attractive yield opportunities; (iii) when the investment no longer appears to meet the Fund's investment objective; (iv) when the Fund must meet redemptions; or (v) for other investment reasons which the portfolio manager deems necessary. may be appropriate for investors who: . are seeking a conservative investment which invests in relatively safe securities; . are seeking a fund for short-term investment; and . are seeking liquidity. Following this overview, you will find information on each Fund's specific investment strategies and risks. ................................................................................ Risk Factors For All Mutual Funds Please remember that mutual fund investment shares are: . not guaranteed to achieve their investment goal; . not deposits with a bank; . not insured, endorsed or guaranteed by the FDIC or any government agency; and . subject to investment risks, including possible loss of your original investment. Although the Funds seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds. Following are some of the most important factors that may affect the value of your investment. Other factors may be described in the discussion following this overview: Interest Rate Risk When interest rates go up, the value of debt securities tends to fall. Since the Fund invests a significant portion of its portfolio in debt securities, if interest rates rise, then the value of your investment may decline. When interest rates go down, interest earned by the Fund on its investment may also decline, which could cause the Fund to reduce the dividends it pays. The longer the term of the security held by the Fund, the more the Fund is subject to interest rate risk. Credit Risk The value of a debt security is directly affected by the issuer's ability to repay principal and pay interest on time. Since your Fund invests in debt securities, the value of your investment may decline if an issuer fails to pay an obligation on a timely basis. Concentration Risk An investment in a Fund that concentrates its investments in a single state entails greater risk than an investment in a Fund that invests its assets in numerous states. The Fund may be vulnerable to any development in its named state's economy that may weaken or jeopardize the ability of the state's bond issuers to pay interest and principal on their debt obligations. Foreign Investment Risk If the Fund invests in non-U.S. securities, it could be exposed to certain unique risks of foreign investing. For example, political turmoil and economic instability in the countries in which the Fund invests could adversely affect the value of your investment. Certain foreign countries have less developed and less regulated securities markets and accounting systems than the U.S. This may make it harder to get accurate information about a security or company, and increase the likelihood that an investment will not perform as well as expected. Governmental Issuers Risk The ability of governmental issuers to meet their obligations will depend primarily on the availability of tax and other revenues to those governments and on their fiscal conditions generally. The amounts of tax and other revenues available to governmental issuers may be affected from time to time by economic, political, and demographic conditions affecting a particular state. In addition, constitutional or statutory restrictions may limit a government's power to raise revenues or increase taxes. The availability of federal, state, and local aid to issuers of such securities may also affect their ability to meet their obligations. Payments of principal and interest on special obligation securities will depend on the economic condition of the facility or specific revenue source from whose revenues the payments will be made, which in turn could be affected by economic, political and demographic conditions affecting a particular state. Any reduction in the actual or perceived ability of an issuer of tax-exempt securities to meet its obligations (including a reduction in the rating of its outstanding securities) would likely adversely affect the market value and marketability of its obligations and could adversely affect the values of tax-exempt securities issued by others in that state as well. CRT MONEY MARKET FUNDS 1 EVERGREEN CRT California Tax-Exempt Money Market Fund FUND FACTS: Goals: . High Rate of Current Income Exempt from Federal and State Income Tax . Preservation of Capital . Maintenance of Liquidity Principal Investment: . California Tax-Exempt Securities Class of Shares Offered in this Prospectus: . Class A Investment Advisor: . Evergreen Investment Management Company Dividend Payment Schedule: . Monthly ................................................................ INVESTMENT GOAL The Fund seeks as high a rate of current income exempt from federal income tax and California personal income tax as the investment advisor believes is consistent with preservation of capital and maintenance of liquidity. INVESTMENT STRATEGY The following supplements the investment strategies discussed in the "Overview of Fund Risks" on page 1. The Fund will normally invest, as a fundamental policy, at least 80% of its assets in California tax-exempt securities, which are debt obligations issued by the State of California, or any of its political subdivisions, or its agencies, instrumentalities, or other governmental units (such as U.S. territories), the interest from which is, in the opinion of bond counsel, exempt from federal income tax and California personal income tax. The Fund may invest the remainder of its assets in investments of any kind described under "Other Fund Practices--Selection of Investments" on page 20. RISK FACTORS Your investment in the Fund is subject to the risks discussed in the "Overview of Fund Risks" on page 1 under the headings: .Interest Rate Risk .Credit Risk .Concentration Risk .Governmental Issuer Risk For further information regarding the Fund's investment strategy and risk factors, see "Other Fund Practices." The performance of the Fund is influenced by the political, economic and statutory environment within the State. The Fund invests in obligations of California issuers, which results in the Fund's performance being subject to risks associated with the most current conditions within the State. Some of these conditions may include the performance of the defense and aerospace industries. These and other factors may cause rating agencies to downgrade the credit ratings on certain issues. Distributions of capital gains and other taxable income will be subject to California personal income tax at the rates applicable to ordinary income. Corporations subject to the California franchise tax are taxable on all distributions of income from the Fund. CRT MONEY MARKET FUNDS 2 EVERGREEN PERFORMANCE The following tables show how the Fund has performed in the past. Past performance is not an indication of future results. The table below shows the percentage gain or loss for the Class A shares of the Fund in each calendar year since its inception on 12/9/1996. It should provide you with some indication of the risks of investing in the Fund by giving you a general idea of how the Fund's return has varied from year-to-year. This table includes the effects of Fund expenses. Year-by-Year Total Return for Class A Shares (%) [GRAPH] 1997 2.78% 1998 2.50% 1999 2.33% Best Quarter:2nd Quarter 1997 +0.73% Worst Quarter:1st Quarter 1999 +0.48% Year-to-date total return through 9/30/2000 is +2.33%. The next table lists the Fund's average annual total return over the past year and since inception (through 12/31/1999). This table is intended to provide you with some indication of the risks of investing in the Fund. Average Annual Total Return (for the period ended 12/31/1999)
Inception Performance Date of Since Class 1 year 5 year 10 year Inception Class A 12/9/1996 2.33% N/A N/A 2.54%
To obtain current yield information call 1-800-343-2898. EXPENSES This section describes the fees and expenses you would pay if you bought and held shares of the Fund. Shareholder Fees (fees paid directly from your investment)
Shareholder Transaction Expenses Class A Maximum deferred sales charge (as None a % of either the redemption amount or initial investment, whichever is lower)
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
Management 12b-1 Other Total Fund Fees Fees Expenses Operating Expenses Class A 0.22% 0.33% 0.23% 0.78%
+Actual for fiscal year ended 7/31/2000. The table below shows the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The example is intended to help you compare the cost of investing in this Fund versus other mutual funds and is for illustration only. The example assumes a 5% average annual return and reinvestment of all dividends and distributions. Your actual costs may be higher or lower. Example of Fund Expenses
After: Class A 1 year $80 3 years $249 5 years $433 10 years $966
CRT MONEY MARKET FUNDS 3 EVERGREEN CRT Money Market Fund FUND FACTS: Goals: . High Rate of Current Income . Preservation of Capital . Maintenance of Liquidity Principal Investment: . Money Market Instruments Class of Shares Offered in this Prospectus: . Class A Investment Advisor: . Evergreen Investment Management Dividend Payment Schedule: . Monthly ................................................................. INVESTMENT GOAL The Fund seeks as high a rate of current income as the investment advisor believes is consistent with preservation of capital and maintenance of liquidity. INVESTMENT STRATEGY The following supplements the investment strategies discussed in the "Overview of Fund Risks" on page 1. The Fund invests in a portfolio of high-quality money market instruments consisting exclusively of: bank certificates of deposit (CD's) (negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return); bankers' acceptances (negotiable drafts or bills of exchange, which have been accepted by a bank, meaning, in effect, that the bank has unconditionally agreed to pay the face value of the instrument on maturity); prime commercial paper (high-grade, short-term obligations issued by banks, corporations, and other issuers); corporate obligations (high-grade, short-term obligations other than prime commercial paper); U.S. government securities (marketable securities issued or guaranteed as to principal or interest by the U.S. government or by its agencies or instrumentalities); and repurchase agreements (with respect to U.S. Treasury or U.S. government securities). The Fund may invest up to 30% of its total assets in bank certificates of deposit and bankers' acceptances payable in U.S. dollars and issued by foreign banks (including U.S. branches of foreign banks) or by foreign branches of U.S. banks. RISK FACTORS Your investment in the Fund is subject to the risks discussed in the "Overview of Fund Risks" on page 1 under the headings: . Interest Rate Risk . Credit Risk . Foreign Investment Risk For further information regarding the Fund's investment strategy and risk factors, see "Other Fund Practices." CRT MONEY MARKET FUNDS 4 EVERGREEN PERFORMANCE The following tables show how the Fund has performed in the past. Past performance is not an indication of future results. The table below shows the percentage gain or loss for the Class A shares of the Fund in each calendar year since its inception on 12/20/1993. It should provide you with some indication of the risks of investing in the Fund by giving you a general idea of how the Fund's return has varied from year-to-year. This table includes the effects of Fund expenses. Year-by-Year Total Return for Class A Shares (%) [GRAPH] 1994 3.64% 1995 5.31% 1996 4.74% 1997 4.86% 1998 4.86% 1999 4.52% Best Quarter:2nd Quarter 1995 +1.34% Worst Quarter:1st Quarter 1994 +0.70% Year-to-date total return through 9/30/2000 is +4.22%. The next table lists the Fund's average annual total return over the past one year and five years and since inception (through 12/31/1999). This table is intended to provide you with some indication of the risks of investing in the Fund. Average Annual Total Return (for the period ended 12/31/1999)
Inception Performance Date of Since Class 1 year 5 year 10 year Inception Class A 12/20/1993 4.52% 4.86% N/A 4.64%
To obtain current yield information call 1-800-343-2898. EXPENSES This section describes the fees and expenses you would pay if you bought and held shares of the Fund. Shareholder Fees (fees paid directly from your investment)
Shareholder Transaction Expenses Class A Maximum deferred sales charge (as None a % of either the redemption amount or initial investment, whichever is lower)
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
Management 12b-1 Other Total Fund Fees Fees Expenses Operating Expenses Class A 0.17% 0.38% 0.32% 0.87%
+Restated for the fiscal year ended 7/31/2000 to reflect current fees. The table below shows the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The example is intended to help you compare the cost of investing in this Fund versus other mutual funds and is for illustration only. The example assumes a 5% average annual return and reinvestment of all dividends and distributions. Your actual costs may be higher or lower. Example of Fund Expenses
After: Class A 1 year $89 3 years $278 5 years $482 10 years $1,073
CRT MONEY MARKET FUNDS 5 EVERGREEN CRT New York Tax-Exempt Money Market Fund FUND FACTS: Goals: . High Rate of Current Income Exempt from Federal and State Income Tax . Preservation of Capital . Maintenance of Liquidity Principal Investment: . New York Tax-Exempt Securities Class of Shares Offered in this Prospectus: . Class A Investment Advisor: . Evergreen Investment Management Company Dividend Payment Schedule: . Monthly ................................................................ INVESTMENT GOAL The Fund seeks as high a rate of current income exempt from federal income tax and New York State and City personal income taxes as the investment advisor believes is consistent with preservation of capital and maintenance of liquidity. INVESTMENT STRATEGY The following supplements the investment strategies discussed in the "Overview of Fund Risks" on page 1. The Fund will normally invest, as a fundamental policy, at least 80% of its assets in New York tax-exempt securities, which are debt obligations issued by the State of New York, or any of its political subdivisions, or its agencies, instrumentalities, or other governmental units (such as U.S. territories), the interest from which is, in the opinion of bond counsel, exempt from federal income tax and New York State and City personal income taxes. The Fund may invest the remainder of its assets in investments of any kind described under "Other Fund Practices--Selection of Investments" on page 20. RISK FACTORS Your investment in the Fund is subject to the risks discussed in the "Overview of Fund Risks" on page 1 under the headings: . Interest Rate Risk . Credit Risk . Concentration Risk . Governmental Issuer Risk For further information regarding the Fund's investment strategy and risk factors, see "Other Fund Practices." The performance of the Fund is influenced by the political, economic and statutory environment within the State. The Fund invests in obligations of New York issuers, which results in the Fund's performance being subject to risks associated with the most current conditions within the State. Some of these conditions may include the valuation of real estate and the performance of the banking industry, as well as other factors which may cause rating agencies to downgrade the credit ratings on certain issues. Distributions of capital gains and other taxable income will be subject to tax under the personal income taxes of New York State, New York City and other New York municipalities. Corporations subject to the New York State corporation franchise tax or the New York City general corporation tax will generally be subject to tax on all distributions of income from the Fund. CRT MONEY MARKET FUNDS 6 EVERGREEN PERFORMANCE The following tables show how the Fund has performed in the past. Past performance is not an indication of future results. The table below shows the percentage gain or loss for the Class A shares of the Fund in each calendar year since its inception on 12/9/1996. It should provide you with some indication of the risks of investing in the Fund by giving you a general idea of how the Fund's return has varied from year-to-year. This table includes the effects of Fund expenses. Year-by-Year Total Return for Class A Shares (%) [GRAPH] 1997 2.80% 1998 2.65% 1999 2.54% Best Quarter:3rd Quarter 1997 +0.74% Worst Quarter:1st Quarter 1999 +0.51% Year-to-date total return through 9/30/2000 is +2.57%. The next table lists the Fund's average annual total return over the past year and since inception (through 12/31/1999). This table is intended to provide you with some indication of the risks of investing in the Fund. Average Annual Total Return (for the period ended 12/31/1999)
Inception Performance Date of Since Class 1 year 5 year 10 year Inception Class A 12/9/1996 2.54% N/A N/A 2.67%
To obtain current yield information call 1-800-343-2898. EXPENSES This section describes the fees and expenses you would pay if you bought and held shares of the Fund. Shareholder Fees (fees paid directly from your investment)
Shareholder Transaction Expenses Class A Maximum deferred sales charge (as None a % of either the redemption amount or initial investment, whichever is lower)
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
Management 12b-1 Other Total Fund Fees Fees Expenses Operating Expenses Class A 0.22% 0.38% 0.21% 0.81%
+Actual for the fiscal year ended 7/31/2000. The table below shows the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The example is intended to help you compare the cost of investing in this Fund versus other mutual funds and is for illustration only. The example assumes a 5% average annual return and reinvestment of all dividends and distributions. Your actual costs may be higher or lower. Example of Fund Expenses
After: Class A 1 year $83 3 years $259 5 years $450 10 years $1,002
CRT MONEY MARKET FUNDS 7 EVERGREEN CRT Tax-Exempt Money Market Fund FUND FACTS: Goals: . High Rate of Current Income Exempt from Federal Income Tax . Preservation of Capital . Maintenance of Liquidity Principal Investment: . Tax-Exempt Securities Class of Shares Offered in this Prospectus: . Class A Investment Advisor: . Evergreen Investment Management Company Dividend Payment Schedule: . Monthly ................................................................. INVESTMENT GOAL The Fund seeks as high a rate of current income exempt from federal income tax as the investment advisor believes is consistent with preservation of capital and maintenance of liquidity. INVESTMENT STRATEGY The following supplements the investment strategies discussed in the "Overview of Fund Risks" on page 1. The Fund invests, as a fundamental policy, at least 80% of its net assets in tax-exempt securities, which are debt obligations issued by a state, the District of Columbia, a U.S. territory or possession, or any of their political subdivisions, the interest from which is exempt from federal income tax, including the federal alternative minimum tax. The Fund may invest the remainder of its assets in investments of any kind described under "Other Fund Practices--Selection of Investments" on page 20. RISK FACTORS Your investment in the Fund is subject to the risks discussed in the "Overview of Fund Risks" on page 1 under the headings: . Interest Rate Risk . Credit Risk . Governmental Issuer Risk For further information regarding the Fund's investment strategy and risk factors, see "Other Fund Practices." CRT MONEY MARKET FUNDS 8 EVERGREEN PERFORMANCE The following tables show how the Fund has performed in the past. Past performance is not an indication of future results. The table below shows the percentage gain or loss for the Class A shares of the Fund in each calendar year since its inception on 12/20/1993. It should provide you with some indication of the risks of investing in the Fund by giving you a general idea of how the Fund's return has varied from year-to-year. This table includes the effects of Fund expenses. Year-by-Year Total Return for Class A Shares (%) [GRAPH] 1994 2.23% 1995 3.23% 1996 2.79% 1997 3.00% 1998 2.88% 1999 2.64% Best Quarter:2nd Quarter 1995 +0.85% Worst Quarter:1st Quarter 1994 +0.43% Year-to-date total return through 9/30/2000 is +2.60%. The next table lists the Fund's average annual total return over the past one year and five years and since inception (through 12/31/1999). This table is intended to provide you with some indication of the risks of investing in the Fund. Average Annual Total Return (for the period ended 12/31/1999)
Inception Performance Date of Since Class 1 year 5 year 10 year Inception Class A 12/20/1993 2.64% 2.91% N/A 2.79%
To obtain current yield information call 1-800-343-2898. EXPENSES This section describes the fees and expenses you would pay if you bought and held shares of the Fund. Shareholder Fees (fees paid directly from your investment)
Shareholder Transaction Expenses Class A Maximum deferred sales charge (as None a % of either the redemption amount or initial investment, whichever is lower)
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
Management 12b-1 Other Total Fund Fees Fees Expenses Operating Expenses Class A 0.21% 0.33% 0.20% 0.74%
+Actual for the fiscal year ended 7/31/2000. The table below shows the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The example is intended to help you compare the cost of investing in this Fund versus other mutual funds and is for illustration only. The example assumes a 5% average annual return and reinvestment of all dividends and distributions. Your actual costs may be higher or lower. Example of Fund Expenses
After: Class A 1 year $76 3 years $237 5 years $411 10 years $918
CRT MONEY MARKET FUNDS 9 EVERGREEN U.S. Government Money Market Fund FUND FACTS: Goals: . High Rate of Current Income . Preservation of Capital . Maintenance of Liquidity Principal Investment: . U.S. Government Securities Class of Shares Offered in this Prospectus: . Class A Investment Advisor: . Evergreen Investment Management Dividend Payment Schedule: . Monthly ................................................................................ INVESTMENT GOAL The Fund seeks as high a rate of current income as the investment advisor believes is consistent with preservation of capital and maintenance of liquidity. INVESTMENT STRATEGY The following supplements the investment strategies discussed in the "Overview of Fund Risks" on page 1. The Fund invests exclusively in U.S. Treasury bills, notes, and bonds, and other obligations issued or guaranteed as to principal or interest by the U.S. government, its agencies, or instrumentalities, and in repurchase agreements with respect to such obligations. Certain of the obligations in which the Fund invests, including U.S. Treasury bills, notes, and bonds, mortgage participation certificates issued or guaranteed by the Government National Mortgage Association, and Federal Housing Administration debentures, are supported by the full faith and credit of the United States. Other U.S. government securities issued by federal agencies or government sponsored enterprises are not supported by the full faith and credit of the United States. These securities include obligations supported by the right of the issuer to borrow from the U.S. Treasury, such as obligations of Federal Home Loan Banks, and obligations supported only by the credit of an instrumentality, such as Federal National Mortgage Association bonds. Short-term U.S. government obligations generally are considered among the safest short-term investments. Because of their added safety, the yields available from U.S. government obligations are generally lower than the yields available from comparable corporate debt securities. The U.S. government guarantee of securities owned by the Fund does not guarantee the net asset value of the Fund's shares, which the Fund seeks to maintain at $1.00 per share. RISK FACTORS Your investment in the Fund is subject to the risks discussed in the "Overview of Fund Risks" on page 1 under the headings: . Interest Rate Risk . Credit Risk For further information regarding the Fund's investment strategy and risk factors, see "Other Fund Practices." CRT MONEY MARKET FUNDS 10 EVERGREEN PERFORMANCE The following tables show how the Fund has performed in the past. Past performance is not an indication of future results. The table below shows the percentage gain or loss for the Class A shares of the Fund in each calendar year since its inception on 12/20/1993. It should provide you with some indication of the risks of investing in the Fund by giving you a general idea of how the Fund's return has varied from year-to-year. This table includes the effects of Fund expenses. Year-by-Year Total Return for Class A Shares (%) [GRAPH] 1994 3.53% 1995 5.14% 1996 4.59% 1997 4.84% 1998 4.77% 1999 4.42% Best Quarter: 2nd Quarter 1995 +1.29% Worst Quarter: 1st Quarter 1994 +0.63% Year-to-date total return through 9/30/2000 is +4.11%. The next table lists the Fund's average annual total return over the past one year and five years and since inception (through 12/31/1999). This table is intended to provide you with some indication of the risks of investing in the Fund. Average Annual Total Return* (for the period ended 12/31/1999)
Inception Performance Date of Since Class 1 year 5 year 10 year Inception Class A 12/20/1993 4.42% 4.75% N/A 4.54%
To obtain current yield information call 1-800-343-2898. EXPENSES This section describes the fees and expenses you would pay if you bought and held shares of the Fund. Shareholder Fees (fees paid directly from your investment)
Shareholder Transaction Expenses Class A Maximum deferred sales charge (as None a % of either the redemption amount or initial investment, whichever is lower)
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
Management 12b-1 Other Total Fund Fees Fees Expenses Operating Expenses Class A 0.18% 0.38% 0.25% 0.81%
+ Restated for the fiscal year ended 7/31/2000 to reflect current fees. The table below shows the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The example is intended to help you compare the cost of investing in this Fund versus other mutual funds and is for illustration only. The example assumes a 5% average annual return and reinvestment of all dividends and distributions. Your actual costs may be higher or lower. Example of Fund Expenses
After: Class A 1 year $83 3 years $259 5 years $450 10 years $1,002
CRT MONEY MARKET FUNDS 11 EVERGREEN THE FUNDS' INVESTMENT ADVISORS An investment advisor manages a Fund's investments and supervises its daily business affairs. There are two investment advisors for the Funds. All investment advisors for the Evergreen Funds are subsidiaries of First Union Corporation, the sixth largest bank holding company in the United States, with over $242.7 billion in consolidated assets as of 10/31/2000. First Union Corporation is located at 301 South College Street, Charlotte, North Carolina 28288-0013. Evergreen Investment Management (EIM) is the investment advisor to: . CRT Money Market Fund . U.S. Government Money Market Fund EIM (formerly known as Capital Management Group, or CMG), a division of First Union National Bank (FUNB), has been managing money for over 50 years and currently manages $30.2 billion in assets for 36 of the Evergreen Funds. EIM is located at 201 South College Street, Charlotte, North Carolina 28288-0630. Evergreen Investment Management Company (EIMC) is the investment advisor to: . CRT California Tax-Exempt Money Market Fund . CRT New York Tax-Exempt Money Market Fund . CRT Tax-Exempt Money Market Fund EIMC has been managing mutual funds and private accounts since 1932 and currently manages over $12.3 billion in assets for 29 of the Evergreen Funds. EIMC is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034. For the fiscal year ended 7/31/2000, the aggregate advisory fee paid to the investment advisor by each Fund was as follows:
% of the Fund's average daily net Fund assets Evergreen CRT California Tax- Exempt Money Market Fund 0.22%* Evergreen CRT Money Market Fund 0.17%** Evergreen CRT New York Tax-Exempt Money Market Fund 0.22%* Evergreen CRT Tax-Exempt Money Market Fund 0.21%* Evergreen U.S. Government Money Market Fund 0.18%**
* Effective November 1, 2000, the Fund's investment advisory contract was transferred to EIMC. There were no changes in advisory fee rates. Each Fund will pay EIMC an annual contract advisory fee based on the Fund's average daily net assets. ** Effective November 1, 2000, the Fund's investment advisory contract was transferred to EIM. There were no changes in advisory fee rates. Each Fund will pay EIM an annual contract advisory fee based on the Fund's average daily net assets. HOW TO BUY SHARES Class A The Funds offer Class A shares continuously at a price of $1.00 per share. The net asset value of each Fund is determined daily as of the close of regular trading on the New York Stock Exchange (the "Exchange"). Class A shares of each Fund are sold at net asset value through a number of selected financial institutions, such as investment dealers and banks (each, a "Financial Institution"). General Information Because each Fund seeks to be fully invested at all times, investments must be in same day funds to be accepted. Shareholders whose purchase of shares of a Fund is accepted at or before 12:00 noon on any day will receive the dividend declared by the Fund for that day; shareholders who purchase shares after 12:00 noon will begin earning dividends on the next business day after the Fund accepts their order. "Same Day Funds" are funds credited by the applicable regional Federal Reserve Bank to the account of the Trust at its designated bank. When payment in Same Day Funds is available to the Fund, the Fund will accept the order to purchase shares at the net asset value next determined. If you are considering redeeming shares or transferring shares to another person shortly after purchase, you should pay for those shares with wired Same Day Funds or a certified check to avoid any delay in redemption or transfer. Otherwise, the Trust may delay payment for shares until the purchase price of those shares has been collected which may be up to 15 calendar days after the purchase date. The Funds may refuse any order to buy shares. For more information on how to purchase shares of the Funds, contact your Financial Institution or Evergreen Service Company ("ESC"), 200 Berkeley Street, Boston, Massachusetts 02116. ESC's telephone number is 1-800-343-2898. There is presently no maximum or minimum share ownership requirement, but the Trustees may establish either at any time, which could apply to both present and future shareholders. CRT MONEY MARKET FUNDS 12 EVERGREEN HOW TO REDEEM SHARES You can redeem your Fund shares through your Financial Institution any day the Exchange is open, or you may redeem your shares by check or by mail. Redemption will be effected at the net asset value per share of the Fund next determined after receipt of the redemption request in good order. The Fund must receive your properly completed purchase documentation before you may sell shares. Selling Shares Through Your Financial Institution You may redeem your shares through your Financial Institution. Your Financial Institution is responsible for delivering your redemption request and all necessary documentation to the Fund, and may charge you for its services (including, for example, charges relating to the wiring of funds). Your Financial Institution may accept your redemption instructions by telephone. Consult your Financial Institution. Selling Shares By Check If you would like the ability to write checks against your investment in a Fund, you should provide the necessary documentation to your Financial Institution and complete the signature card which you may obtain by calling your Financial Institution or your Fund. When a Fund receives your properly completed documentation and card, you will receive checks drawn on your Fund account and payable through the Fund's designated bank. These checks may be made payable to the order of any person. You will continue to earn dividends until the check clears. When a check is presented for payment, a sufficient number of full and fractional shares of the Fund in your account will be redeemed to cover the amount of the check. Your Financial Institution may limit the availability of the check-writing privilege or assess certain fees in connection with the check-writing privilege. Shareholders using Fund checks are subject to the Fund's designated bank's rules governing checking accounts. There is currently no charge to the shareholder for the use of checks, although one may be imposed in the future. Shareholders would be notified in advance of the imposition of any such charge. (In addition, if you deplete your original check supply, there may be a charge to order additional checks.) You should make sure that there are sufficient shares in your account to cover the amount of the check drawn. If there is an insufficient number of shares in the account, the check will be dishonored and returned, and no shares will be redeemed. Because dividends declared on shares held in your account and prior withdrawals may cause the value of your account to change, it is impossible to determine in advance your account's total value. Accordingly, you should not write a check for the entire value of your account or close your account by writing a check. A shareholder may revoke check- writing authorization by written notice to ESC. Selling Shares By Mail You may also sell shares of a Fund by sending a written withdrawal request to your Financial Institution. You must sign the withdrawal request and include a stock power with signature(s) guaranteed by a bank, broker/dealer, or certain other financial institutions. A Fund generally sends you payment for your shares the business day after your request is received in good order. Under unusual circumstances, a Fund may suspend repurchases, or postpone payment for more than seven days, as permitted by federal securities law. HOW TO EXCHANGE SHARES You can exchange your shares in any Fund for shares of any other Fund in the CRT Money Market Funds at net asset value, except as described below. If you request an exchange through your Financial Institution, your Financial Institution will be responsible for forwarding the necessary documentation to ESC. Exchange Authorization Forms are available from your Financial Institution or ESC. For federal income tax purposes, an exchange is treated as a sale of shares and may result in a capital gain or loss. The Fund reserves the right to change or suspend the exchange privilege at any time. Shareholders would be notified of any change or suspension. Consult your Financial Institution or ESC before requesting an exchange. FINANCIAL INSTITUTIONS Financial Institutions provide varying arrangements for their clients with respect to the purchase and redemption of Fund shares and the confirmation thereof and may arrange with their clients for other investment or administrative services. When you effect transactions with a Fund (including among other things the purchase, redemption, or exchange of Fund shares) through a Financial Institution, the Financial Institution, and not the Fund, will be responsible for taking all steps, and CRT MONEY MARKET FUNDS 13 EVERGREEN furnishing all necessary documentation, to effect such transactions. Financial Institutions have the responsibility to deliver purchase and redemption requests to a Fund promptly. Some Financial Institutions may establish minimum investment requirements with respect to a Fund. They may also establish and charge fees and other amounts to their client for their services. Certain privileges, such as the check writing privilege or reinvestment options, may not be available through certain Financial Institutions or they may be available only under certain conditions. If your Financial Institution holds your investment in a Fund in its own name, then your Financial Institution will be the shareholder of record in respect of that investment; your ability to take advantage of any investment options or services of the Fund will depend on whether, and to what extent, your Financial Institution is willing to take advantage of them on your behalf. Financial Institutions, including First Union Securities Inc., an affiliate of the Funds' investment advisors, may charge fees to or impose restrictions on your shareholder account. Consult your Financial Institution for information about any fees or restrictions or for further information concerning its services. DIVIDENDS AND DISTRIBUTIONS The net income of each Fund is determined as of the close of regular trading on the Exchange each day the Exchange is open. Each determination of a Fund's net income includes (i) all accrued interest on the Fund's investments, (ii) plus or minus all realized and unrealized gains and losses on the Fund's investments, (iii) less all accrued expenses of the Fund. Each Fund's investments are valued at amortized cost according to Securities and Exchange Commission Rule 2a-7. A Fund will not normally have unrealized gains or losses so long as it values its investments by the amortized cost method. Daily Dividends Each Fund declares all of its net income as a distribution on each day it is open for business, as a dividend to shareholders of record immediately prior to the close of regular trading on the Exchange. Shareholders whose purchase of shares of a Fund is accepted at or before 12:00 noon on any day will receive the dividend declared by the Fund for that day; shareholders who purchase shares after 12:00 noon will begin earning dividends on the next business day after the Fund accepts their order. A Fund's net income for Saturdays, Sundays, and holidays is declared as a dividend on the preceding business day. Dividends for the immediately preceding month will be paid on the fifteenth day of each calendar month (or, if that day is not a business day, on the next business day), except that a Fund's schedule for payment of dividends during the month of December may be adjusted to assist in tax reporting and distribution requirements. A shareholder who withdraws the entire balance of an account at any time during a month will be paid all dividends declared through the time of the withdrawal. Since the net income of each Fund is declared as a dividend each time it is determined, the net asset value per share of each Fund normally remains at $1 per share immediately after each determination and dividend declaration. You can choose from two distribution options: (1) automatically reinvest all distributions from a Fund in additional shares of that Fund; or (2) receive all distributions in cash. If you wish to change your distribution option, you should contact your Financial Institution, who will be responsible for forwarding the necessary instructions to ESC. If you do not select an option when you open your account, all distributions will be reinvested. You will receive a statement confirming reinvestment of distributions in additional shares of a Fund promptly following the month in which the reinvestment occurs. THE TAX CONSEQUENCES OF INVESTING IN THE FUNDS Federal Taxes Each Fund intends to qualify as a "regulated investment company" for federal income tax purposes and to meet all other requirements that are necessary for it to be relieved of federal income taxes on income (and gains, if any) it distributes to shareholders. Each Fund will distribute substantially all of its net ordinary income (and net capital gains, if any) on a current basis. Dividends paid by a tax-exempt fund that are derived from exempt-interest income (known as "exempt-interest dividends") and that are designated as such may be treated by the Fund's shareholders as items of interest excludable from their federal gross income. (Shareholders should consult their own tax adviser with respect to whether exempt-interest dividends would be excludable from gross income if the shareholder were treated as a "substantial user" of facilities financed by an obligation held by a tax-exempt fund or a "related person" to such a user under the Internal Revenue Code.) If a CRT MONEY MARKET FUNDS 14 EVERGREEN shareholder receives an exempt-interest dividend with respect to any share held for six months or less, any loss on the sale or exchange of that share will be disallowed to the extent of the amount of the exempt-interest dividend. To the extent dividends paid to shareholders are derived from taxable income (for example, from interest on certificates of deposit) or from gains, such dividends will be subject to federal income tax, whether they are paid in the form of cash or additional shares. If a tax-exempt fund holds certain "private activity bonds" ("industrial development bonds" under prior law), dividends derived from interest on such obligations will be classified as an item of tax preference which could subject certain shareholders to alternative minimum tax liability. Corporate shareholders must also take all exempt-interest dividends into account in determining "adjusted current earnings" for purposes of calculating their alternative minimum tax liability. Shareholders receiving Social Security benefits or Railroad Retirement Act benefits should note that all exempt-interest dividends will be taken into account in determining the taxability of such benefits. Early in each year your Fund will notify you of the amount and tax status of distributions paid to you by the Fund for the preceding year. State Taxes (California Tax-Exempt Money Market Fund) To the extent exempt-interest dividends are derived from interest on California tax-exempt securities, such distributions will be exempt from California personal income tax (but not from California franchise and corporate income tax). For California tax purposes, distributions derived from investments in other than (i) California tax-exempt securities and (ii) obligations of the United States (or other obligations) which pay interest exempt from California personal income taxation when held by an individual will be taxable as ordinary income or as long-term capital gain, whether paid in cash or reinvested in additional shares. Interest derived from California tax-exempt securities is not subject to the California alternative minimum tax on individuals, and California personal income tax does not apply to any portion of Social Security or railroad retirement benefits. Interest on indebtedness incurred or continued to purchase or carry the Fund's shares generally will not be deductible for California personal income tax purposes. An investment in the Fund may result in liability for state and/or local taxes for shareholders subject to tax by states other than California. State Taxes (New York Tax-Exempt Money Market Fund) To the extent exempt-interest dividends are derived from interest on New York tax-exempt securities, such distributions will be exempt from New York State and New York City personal income taxes. However, an investment in the Fund may result in liability for state and/or local taxes for individual shareholders subject to taxation by states other than New York State or cities other than New York City, because the exemption from New York State and New York City personal income taxes does not prevent such other jurisdictions from taxing individual shareholders on dividends received from the Fund. In addition, distributions derived from interest on tax-exempt securities other than New York tax-exempt securities will be treated as taxable ordinary income for purposes of the New York State and New York City personal income taxes. Exempt-interest dividends, including those derived from New York tax-exempt securities, are included in a corporation's net investment income for purposes of calculating such corporation's New York State corporate franchise tax and New York City general corporation tax and will be subject to such taxes to the extent that a corporation's net investment income is allocated to New York State and/or New York City. For New York State and City personal income tax purposes, distributions of net long-term gains will be taxable at the same rates as ordinary income. General The foregoing is a summary of certain federal, California, and New York State and New York City income tax consequences of investing in the Funds. You should consult your tax adviser to determine the precise effect of an investment in each Fund on your particular tax situation. CRT MONEY MARKET FUNDS 15 EVERGREEN FEES AND EXPENSES OF THE FUNDS Management Fee The management fee pays for the normal expenses of managing the fund, including portfolio manager salaries, research costs, corporate overhead expenses and related expenses. 12b-1 Fees The Trustees of the Cash Resource Trust have approved a policy to assess 12b-1 fees for Class A shares. Currently the 12b-1 fees for Class A shares are 0.33% of the average daily net assets of California Tax-Exempt Money Market Fund and Tax-Exempt Money Market Fund, and 0.38% of the average daily net assets of Money Market Fund and U.S. Government Money Market Fund. Up to 0.50% of average daily net assets of Class A shares of New York Tax-Exempt Money Market Fund may be payable as 12b-1 fees; however, currently the 12b-1 fees are limited to 0.38% of the average daily net assets of that Fund. These fees increase the cost of your investment. The purpose of the 12b-1 fees is to promote the sale of more shares of the Funds to the public. The Funds might use these fees for advertising and marketing and as a "service fee" to the broker-dealer for additional shareholder services. Other Expenses The Fund pays all expenses not assumed by the investment advisor, including Trustees' fees, auditing, legal, custodial, investor servicing, and shareholder reporting expenses, and payments under its distribution plan. General expenses of the Trust will be charged to the assets of each Fund on a basis that the Trustees deem fair and equitable, which may be based on the relative assets of each Fund or the nature of the services performed and relative applicability to each Fund. Expenses directly charged or attributable to a Fund will be paid from the assets of that Fund. Total Fund Operating Expenses The total cost of running the Fund is called the expense ratio. As a shareholder, you are not charged these fees directly; instead they are taken out before the Fund's net asset value is calculated, and are expressed as a percentage of the Fund's average daily net assets. The effect of these fees is reflected in the performance results for that share class. Because these fees are "invisible," investors should examine them closely in the prospectus, especially when comparing one fund with another fund in the same investment category. There are three things to remember about expense ratios: i) your total return in the Fund is reduced in direct proportion to the fees; ii) expense ratios can vary greatly between funds and fund families, from under 0.25% to over 3.00%; and iii) a Fund's investment advisor may waive a portion of the Fund's expenses for a period of time, reducing its expense ratio. CRT MONEY MARKET FUNDS 16 FINANCIAL HIGHLIGHTS The financial highlights presented below for the Funds have been derived from the Funds' financial statements which have been audited by KPMG LLP, the Funds' independent auditor. For a more complete picture of the Funds' financial statements, please see the Funds' Annual Report as well as the Statement of Additional Information. EVERGREEN Cash Resource Trust Money Market Funds
Year Ended July 31, -------------------------------- 2000 1999 1998 1997(a) CRT CALIFORNIA TAX-EXEMPT MONEY MARKET FUND Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ Net investment income 0.03 0.02 0.03 0.02 Distributions to shareholders from net investment income (0.03) (0.02) (0.03) (0.02) ------ ------ ------ ------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ Total return 2.84% 2.22% 2.74% 1.76% Ratios and supplemental data Net assets, end of period (millions) $ 121 $ 106 $ 96 $ 89 Ratios to average net assets Expenses++ 0.78% 0.78% 0.75% 0.75%+ Net investment income 2.80% 2.24% 2.70% 2.70%+
Year Ended July 31, -------------------------------------- 2000 1999 1998 1997 1996 CRT MONEY MARKET FUND Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ Net investment income 0.05 0.04 0.05 0.05# 0.05 Distributions to shareholders from net investment income (0.05) (0.04) (0.05) (0.05) (0.05) ------ ------ ------ ------ ------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ Total return 5.26% 4.49% 4.95% 4.77% 4.91% Ratios and supplemental data Net assets, end of period (millions) $5,575 $4,849 $3,818 $2,942 $ 647 Ratios to average net assets Expenses++ 0.88% 0.85% 0.84% 0.86% 0.82% Net investment income 5.16% 4.35% 4.84% 4.67% 4.77%
(a) For the period from December 9, 1996 (commencement of operations) to July 31, 1997. + Annualized. ++ The ratio of expenses to average net assets excludes expense reductions. # Includes net realized capital gains (losses) which were less than $0.01 per share. CRT MONEY MARKET FUNDS 17 EVERGREEN Cash Resource Trust Money Market Funds
Year Ended July 31, -------------------------------- 2000 1999 1998 1997(a) CRT NEW YORK TAX-EXEMPT MONEY MARKET FUND Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ Net investment income 0.03 0.02 0.03 0.02 Distributions to shareholders from net investment income (0.03) (0.02) (0.03) (0.02) ------ ------ ------ ------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ Total return 3.16% 2.44% 2.76% 1.77% Ratios and supplemental data Net assets, end of period (millions) $ 41 $ 21 $ 15 $ 12 Ratios to average net assets Expenses++ 0.81% 0.80% 0.80% 0.80%+ Net investment income 3.21% 2.32% 2.72% 2.77%+
Year Ended July 31, -------------------------------------- 2000 1999 1998 1997 1996 CRT TAX-EXEMPT MONEY MARKET FUND Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ Net investment income 0.03 0.03 0.03 0.03 0.03 Distributions to shareholders from net investment income (0.03) (0.03) (0.03) (0.03) (0.03) ------ ------ ------ ------ ------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ Total return 3.19% 2.63% 2.96% 2.91% 2.90% Ratios and supplemental data Net assets, end of period (millions) $ 823 $ 832 $ 815 $ 744 $ 291 Ratios to average net assets Expenses++ 0.74% 0.73% 0.71% 0.71% 0.76% Net investment income 3.12% 2.53% 2.91% 2.88% 2.85%
(a) For the period from December 9, 1996 (commencement of operations) to July 31, 1997. + Annualized. ++ The ratio of expenses to average net assets excludes expense reductions. CRT MONEY MARKET FUNDS 18 EVERGREEN Cash Resource Trust Money Market Funds
Year Ended July 31, --------------------------------------- 2000 1999 1998 1997 1996 U.S. GOVERNMENT MONEY MARKET FUND Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ Net investment income 0.05 0.04 0.05 0.05# 0.05 Distributions to shareholders from net investment income (0.05) (0.04) (0.05)# (0.05) (0.05) ------ ------ ------ ------ ------ Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ------ ------ ------ ------ ------ Total return 5.12% 4.28% 4.92% 4.72% 4.74% Ratios and supplemental data Net assets, end of period (millions) $3,404 $3,577 $3,162 $2,919 $1,402 Ratios to average net assets Expenses++ 0.82% 0.82% 0.81% 0.81% 0.93% Net investment income 4.99% 4.27% 4.80% 4.63% 4.63%
++ The ratio of expenses to average net assets excludes expense reductions. # Includes net realized capital gains (losses) which were less than $0.01 per share. CRT MONEY MARKET FUNDS 19 EVERGREEN OTHER FUND PRACTICES Tax-Exempt Securities The Tax-Exempt Money Market Fund, the California Tax-Exempt Money Market Fund and the New York Tax-Exempt Money Market Fund will invest in only the following types of tax-exempt securities: (i) municipal notes; (ii) municipal bonds; (iii) municipal securities backed by the U.S. government or any of its agencies or instrumentalities; (iv) tax-exempt commercial paper; (v) participation interests in any of the foregoing; and (vi) unrated securities or new types of tax-exempt instruments which become available in the future if the investment advisor determines they meet the quality standards discussed below. (In the case of any such new types of tax-exempt instruments, this prospectus would be revised as may be appropriate to describe such instruments.) In connection with the purchase of tax-exempt securities, the Funds may acquire stand-by commitments, which give the Funds the right to resell the security to the dealer at a specified price. Stand-by commitments may provide additional liquidity for the Funds but are subject to the risk that the dealer may fail to meet its obligations. The Funds do not generally expect to pay additional consideration for stand-by commitments or to assign any value to them. Tax-exempt securities are debt obligations issued by a state (including the District of Columbia), a U.S. territory or possession, or any of their political subdivisions, the interest from which is, in the opinion of bond counsel, exempt from federal income tax. These securities are issued to obtain funds for various public purposes, such as the construction of public facilities, the payment of general operating expenses, or the refunding of outstanding debts. They may also be issued to finance various private activities, including the lending of funds to public or private institutions for the construction of housing, educational, or medical facilities and may also include certain types of private activity and industrial development bonds issued by public authorities to finance privately owned or operated facilities. Short-term tax-exempt securities are generally issued as interim financing in anticipation of tax collections, revenue receipts, or bond sales to finance various public purposes. The two principal classifications of tax-exempt securities are general obligation and special obligation (or revenue) securities. General obligation securities involve the credit of an issuer possessing taxing power and are payable from the issuer's general unrestricted revenues. Their payment may depend on an appropriation by the issuer's legislative body. The characteristics and methods of enforcement of general obligation securities vary according to the law applicable to the particular issuer. Special obligation securities are payable only from the revenues derived from a particular facility or class of facilities, or a specific revenue source, and generally are not payable from the unrestricted revenues of the issuer. Industrial development and private activity bonds are in most cases special obligation securities, the credit quality of which is directly related to the private user of a facility. For purposes of the Funds' policy to invest at least 80% of its net assets in tax-exempt securities, the Funds will not treat obligations as tax-exempt securities for purposes of measuring compliance with such policy if they would give rise to interest income subject to federal alternative minimum tax for individuals. To the extent that the Funds invest in these securities, individual shareholders of the Funds, depending on their own tax status, may be subject to federal alternative minimum tax on the part of the Funds' distributions derived from these securities. In addition, an investment in the Funds may cause corporate shareholders to be subject to (or result in an increased liability under) the alternative minimum tax because tax-exempt income is generally included in the alternative minimum taxable income of corporations. Selection of Investments Each Fund will invest only in U.S. dollar-denominated high-quality securities and other U.S. dollar-denominated money market instruments meeting credit criteria which the Trustees believe present minimal credit risk. "High-quality securities" are (i) commercial paper or other short-term obligations rated in one of the two highest short-term rating categories by at least two nationally recognized statistical rating organizations ("NRSROs") (or, if only one NRSRO has rated the security, by that NRSRO), (ii) obligations rated at least AA by Standard & Poor's Ratings Services or Aa by Moody's Investors Service, Inc., or any of the other NRSROs, at the time of investment, and (iii) unrated securities determined by the investment advisor to be of comparable quality. Each Fund will maintain a dollar-weighted average maturity of 90 days or less and will not invest in securities with remaining maturities of more than 397 days. Each of the Funds follows investment and valuation policies designed to maintain a stable net asset value of $1.00 per share, although there is no assurance that these policies will be successful. CRT MONEY MARKET FUNDS 20 EVERGREEN A Fund may invest in variable or floating-rate securities which bear interest at rates subject to period adjustment or which provide for periodic recovery of principal on demand. Under certain conditions, these securities may be deemed to have remaining maturities equal to the time remaining until the next interest adjustment date or the date on which principal can be recovered on demand. Some of these securities may be supported by the right of the holders under certain circumstances to demand that a specified bank, broker-dealer, or other financial institution purchase the securities from the holders at par, or otherwise to demand on short notice payment of unpaid principal and interest on the securities. Such securities are subject to the risk that the financial institutions in question may for any reason be unwilling or unable to meet their obligations in respect of the securities, which would likely have an adverse effect on the value of the securities. Considerations of liquidity and preservation of capital mean that a Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time. Consistent with its investment objective, a Fund will attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. Each Fund may also invest to take advantage of what the investment advisor believes to be temporary disparities in the yields of different segments of the high-quality money market or among particular instruments within the same segment of the market. These policies, as well as the relatively short maturity of obligations purchased by the Funds, may result in frequent changes in the Funds' portfolios. The Funds will not usually pay brokerage commissions in connection with the purchase or sale of portfolio securities. Diversification and Concentration Policies Each Fund is a "diversified" investment company under the Investment Company Act of 1940. This means that each Fund may invest up to 25% of its total assets in the securities of one or more issuers, and is limited with respect to the remaining portion of its assets to investing 5% or less of its total assets in the securities of any one issuer (other than the U.S. government). However, under the current rules governing money market funds, the Funds (other than the California and New York Tax-Exempt Money Market Funds) generally may not invest more than 5% of their assets in any one issuer (other than the U.S. government). The Money Market Fund may invest without limit in obligations of domestic branches of U.S. banks and U.S. branches of foreign banks (if it can be demonstrated that they are subject to the same regulations as U.S. banks). At times when the Fund has concentrated its investments in bank obligations, the values of its portfolio securities may be especially affected by factors pertaining to the issuers of such obligations. Because of the relatively small number of issuers of California tax-exempt securities and New York tax-exempt securities, the California and New York Tax- Exempt Funds are more likely to invest a higher percentage of their assets in the securities of a single issuer than investment companies that invest in a broader range of securities. This practice involves an increased risk of loss to a Fund if an issuer were unable to make interest or principal payments or if the market value of these securities were to decline. Neither the Tax-Exempt Money Market Fund, the California Tax-Exempt Money Market Fund nor the New York Tax-Exempt Money Market Fund (the "Tax-Exempt Funds") will invest more than 25% of its total assets in any one industry. Governmental issuers of tax-exempt securities, California tax-exempt securities, or New York tax-exempt securities are not considered part of any "industry." However, securities backed only by the assets and revenues of nongovernmental users may for this purpose be deemed to be issued by such nongovernmental users, and the 25% limitation would apply to such obligations. It is nonetheless possible that the Tax-Exempt Funds may invest more than 25% of its assets in a broader segment of the tax-exempt securities market (or the California tax-exempt or New York tax-exempt securities markets, as the case may be), such as revenue obligations of hospitals and other health care facilities, housing agency revenue obligations, or airport revenue obligations. This would be the case only if the investment advisor determined that the yields available from obligations in a particular segment of the market justified the additional risks associated with such concentration. Although such obligations could be supported by the credit of governmental users or by the credit of nongovernmental users engaged in a number of industries, economic, business, political, and other developments generally affecting the revenues of such users (for example, proposed legislation or pending court decisions affecting the financing of such projects and CRT MONEY MARKET FUNDS 21 EVERGREEN market factors affecting the demand for their services or products) may have a general adverse effect on all tax-exempt securities in such a market segment. Each of the Tax-Exempt Funds reserves the right to invest more than 25% of its assets in industrial development bonds and private activity bonds or notes. The Tax-Exempt Money Market Fund also reserves the right to invest more than 25% of its assets in securities relating to any one or more states (including the District of Columbia), U.S. territories or possessions, or any of their political subdivisions. As a result of such an investment, the performance of that Fund may be especially affected by factors pertaining to the economy of the relevant state and other factors specifically affecting the ability of issuers of such securities to meet their obligations. As a result, the value of the Fund's shares may fluctuate more widely than the value of shares of a fund investing in securities relating to a greater number of different states. Repurchase Agreements Under a repurchase agreement, a Fund purchases a debt instrument for a relatively short period (usually not more than one week), which the seller agrees to repurchase at a fixed time and price, representing the Fund's cost plus interest. A Fund will enter into repurchase agreements only with commercial banks and with registered broker-dealers who are members of a national securities exchange or market makers in government securities, and only if the debt instrument subject to the repurchase agreement is a U.S. government security. Although the investment advisor will monitor repurchase agreement transactions to ensure that they will be fully collateralized at all times, a Fund bears a risk of loss if the other party defaults on its obligation and the Fund is delayed or prevented from exercising its rights to dispose of the collateral. If the other party should become involved in bankruptcy or insolvency proceedings, it is possible that a Fund may be treated as an unsecured creditor and required to return the collateral to the other party's estate. Securities Lending A Fund may lend portfolio securities to broker-dealers. These transactions must be fully collateralized at all times with cash or short-term debt obligations, but involve some risk to a Fund if the other party should default on its obligation and the Fund is delayed or prevented from exercising its rights in respect of the collateral. Any investment of collateral by a Fund would be made in accordance with the Fund's investment objective and policies described above. Temporary Defensive Strategies The Funds may temporarily invest up to 100% of its assets in high quality taxable money market instruments in response to adverse economic, political or market conditions. This strategy is inconsistent with the Fund's principal investment strategy and investment goal and, if employed, could result in a lower return and loss of market opportunity. Please consult the Statement of Additional Information for more information regarding these and other investment practices used by the Funds, including risks. CRT MONEY MARKET FUNDS 22 EVERGREEN Notes CRT MONEY MARKET FUNDS 23 EVERGREEN Notes CRT MONEY MARKET FUNDS 24 EVERGREEN Evergreen Funds State Municipal Bond Funds Connecticut Municipal Bond Fund Florida High Income Municipal Bond Fund Florida Municipal Bond Fund Georgia Municipal Bond Fund Maryland Municipal Bond Fund New Jersey Municipal Bond Fund North Carolina Municipal Bond Fund Pennsylvania Municipal Bond Fund South Carolina Municipal Bond Fund Virginia Municipal Bond Fund National Municipal Bond Funds High Grade Municipal Bond Fund High Income Municipal Bond Fund Municipal Bond Fund Short-Intermediate Municipal Bond Fund Short and Intermediate Term Bond Funds Intermediate Term Bond Fund Select Adjustable Rate Fund Short-Duration Income Fund Intermediate and Long Term Bond Funds Diversified Bond Fund High Yield Bond Fund Quality Income Fund Strategic Income Fund U.S. Government Fund Balanced Funds Balanced Fund Foundation Fund Tax Strategic Foundation Fund Growth & Income Funds Blue Chip Fund Equity Income Fund Equity Index Fund Growth and Income Fund Small Cap Value Fund Value Fund Domestic Growth Funds Aggressive Growth Fund Capital Growth Fund Evergreen Fund Growth Fund Large Company Growth Fund Masters Fund Omega Fund Small Company Growth Fund Special Equity Fund Stock Selector Fund Tax Strategic Equity Fund Sector Funds Health Care Fund Technology Fund Utility Fund Global and International Funds Emerging Markets Growth Fund Global Leaders Fund Global Opportunities Fund International Growth Fund Latin America Fund Perpetual Global Fund Perpetual International Fund Precious Metals Fund Express Line 800.346.3858 Investor Services 800.343.2898 www.evergreen-funds.com For More Information About the Evergreen CRT Money Market Funds, Ask for: The Funds' most recent Annual or Semi-annual Report, which contains a complete financial accounting for each Fund and a complete list of the Funds' portfolio holdings as of a specific date, as well as commentary from the Fund's portfolio manager. This Report discusses the market conditions and investment strategies that significantly affected the Fund's performance during the most recent fiscal year or period. The Statement of Additional Information (SAI), which contains more detailed information about the policies and procedures of the Funds. The SAI has been filed with the Securities and Exchange Commission (SEC) and its contents are incorporated by reference into this prospectus, which means it is legally considered to be part of this prospectus. For questions, other information, or to request a copy, without charge, of any of the documents, call 1-800-343-2898 or ask your investment representative. We will mail material within three business days. In addition, any of these documents, with the exception of the SAI, may be downloaded off our website at www.evergreen-funds.com. Information about the Funds (including the SAI) is also available on the SEC's Internet web site at http://www.sec.gov. Copies of this material may be obtained for a duplication fee, by writing the SEC Public Reference Section, Washington D.C. 20549-6009, or by electronic request at the following e-mail address: publicinfo@sec.gov. This material can also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. Cash Resource Trust 200 Berkeley Street Boston, MA 02116 (811-07862) 49426 551540 RV1 [LOGO OF EVERGREEN FUNDS] 401 South Tryon Street Charlotte, NC 28288 CASH RESOURCE TRUST PART B STATEMENT OF ADDITIONAL INFORMATION CASH RESOURCE TRUST STATEMENT OF ADDITIONAL INFORMATION December 1, 2000 This Statement of Additional Information ("SAI") contains information which may be of interest to investors but which is not included in the prospectus dated December 1, 2000 of Evergreen CRT California Tax-Exempt Money Market Fund, Evergreen CRT Money Market Fund, Evergreen CRT New York Tax-Exempt Money Market Fund, Evergreen CRT Tax-Exempt Money Market Fund and Evergreen U.S. Government Money Market Fund, (each a "Fund" and collectively the "Funds"), each of which is a series of shares of Evergreen Cash Resource Trust (the "Trust"). This SAI is not a prospectus and is only authorized for distribution when accompanied or preceded by the prospectus of the Funds dated December 1, 2000. This SAI should be read together with the prospectus, as amended from time to time. Investors may obtain a free copy of the prospectus by calling Evergreen Service Company ("ESC") at (800) 343-2898. Certain disclosure has been incorporated by reference to the Trust's Annual Report dated July 31, 2000, a free copy of which can be obtained by calling (800) 343-2898. TABLE OF CONTENTS Page General.................................................................................................... 2 Investment Objectives and Policies of the Trust............................................................ 2 Investment Restrictions.................................................................................... 5 Management of the Trust.................................................................................... 6 Principal Holders of Securities............................................................................ 9 Investment Advisory and Other Services..................................................................... 11 Determination of Net Asset Value........................................................................... 13 Taxes...................................................................................................... 14 Distribution............................................................................................... 16 Organization............................................................................................... 17 Portfolio Turnover......................................................................................... 18 Custodian.................................................................................................. 18 Independent Auditors....................................................................................... 18 Transfer Agent and Dividend Disbursing Agent............................................................... 18 Administrator.............................................................................................. 18 Performance Information and Calculations................................................................... 18 Shareholder Liability...................................................................................... 20
GENERAL The Trust is a Massachusetts business trust organized on June 14, 1993. A copy of the Agreement and Declaration of Trust, which is governed by Massachusetts law, is on file with the Secretary of State of The Commonwealth of Massachusetts. The Trust is an open-end, diversified management investment company with an unlimited number of authorized shares of beneficial interest. Shares of the Trust may, without shareholder approval, be divided into two or more series of shares representing separate investment portfolios, and are currently divided into five series of shares. Under the Agreement and Declaration of Trust, a Fund's shares may be further divided, without shareholder approval, into two or more classes of shares having such preferences or special or relative rights and privileges as the Trustees may determine. Each share has one vote, with fractional shares voting proportionally. Shares of each Fund are freely transferable, are entitled to dividends as declared by the Trustees, and, if a Fund were liquidated, would receive the net assets of the Fund. The Trust may suspend the sale of shares of any Fund at any time and may refuse any order to purchase shares. Although the Trust is not required to hold annual meetings of its shareholders, shareholders have the right to call a meeting to elect or remove Trustees, or to take other actions as provided in the Agreement and Declaration of Trust. The Trust may send a single copy of shareholder reports and communications to an address where there is more than one registered shareholder with the same last name, unless a shareholder at that address requests, by calling or writing his Financial Institution or ESC, that the Trust do otherwise. INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST The investment objectives and policies of each of the Funds are described in the prospectus. This SAI contains additional information concerning certain investment practices and investment restrictions of the Funds. Except as described below under "Investment Restrictions," the investment objectives and policies described in the prospectus and in this SAI are not fundamental, and the Trustees may change the investment objectives and policies of a Fund without a vote of shareholders. Except as otherwise noted below, the following descriptions of certain investment policies and techniques are applicable to all of the Funds. Repurchase Agreements Each Fund may enter into repurchase agreements. A repurchase agreement is a contract under which a Fund acquires a security for a relatively short period (usually not more than one week) subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing a Fund's cost plus interest). It is each Fund's present intention to enter into repurchase agreements only with member banks of the Federal Reserve System and securities dealers meeting certain criteria as to creditworthiness and financial condition, as determined by the investment advisor, pursuant to guidelines established by the Trustees of a Fund and only with respect to obligations of the U.S. government or its agencies or instrumentalities or other high quality short term debt obligations. Repurchase agreements may also be viewed as loans made by a Fund which are collateralized by the securities subject to repurchase. The investment advisor of the Fund will monitor such transactions to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including the interest factor. If the seller defaults, a Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement including interest. In addition, if the seller should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and the resulting costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and required to return the underlying collateral to the seller's estate. Securities Loans A Fund may lend its portfolio securities provided: (1) the loan is secured continuously by collateral consisting of U.S. government securities, cash, or cash equivalents adjusted daily to have market value at least equal to the current market value of the securities loaned; (2) the Fund may at any time call the loan and regain the securities loaned; (3) the Fund will receive any interest or dividends paid on the loaned securities; and (4) the aggregate market value of the securities loaned will not at any time exceed one-third of the total assets of such Fund. In addition, it is anticipated that a Fund may share with the borrower some of the income received on the collateral for the loan or that it will be paid a premium for the loan. Before a Fund enters into a loan, the Adviser considers all relevant facts and circumstances including the creditworthiness of the borrower. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. Although voting rights, or rights to consent, with respect to the loaned securities pass to the borrower, a Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by the Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. A Fund will not lend portfolio securities to borrowers affiliated with the Trust. Foreign Securities Evergreen CRT Money Market Fund may invest in U.S. dollar denominated foreign securities which meet the criteria applicable to the Fund's domestic investments, and in certificates of deposit issued by U.S. branches of foreign banks and foreign branches of U.S.banks. Investment by the Fund in foreign securities is subject to the limitations set forth in the prospectus. Investments in foreign securities may involve considerations different from investments in domestic securities due to limited publicly available information, non-uniform accounting standards, lower trading volume and possible consequent illiquidity, greater volatility in price, the possible imposition of withholding or confiscatory taxes, the possible adoption of foreign governmental restrictions affecting the payment of principal and interest, expropriation of assets, nationalization, or other adverse political or economic developments. Foreign companies may not be subject to auditing and financial reporting standards and requirements comparable to those which apply to U.S. companies. Foreign brokerage commissions and other fees are generally higher than in the United States. It may be more difficult to obtain and enforce a judgment against a foreign issuer. In determining whether to invest in securities of foreign issuers, the investment advisor will consider the likely impact of foreign taxes on the net yield available to the Fund and its shareholders. Income received by the Fund from sources within foreign countries may be reduced by withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Fund's assets to be invested in various countries is not known, and tax laws and their interpretations may change from time to time and may change without advance notice. Any such taxes paid by the Fund will reduce its net income available for distribution to shareholders. Investment in Other Investment Companies Each Fund may purchase the shares of other investment companies to the extent permitted under the 1940 Act. Currently, the Fund may not (1) own more than 3% of the outstanding voting stocks of another investment company, (2) invest more than 5% of its assets in any single investment company, and (3) invest more than 10% of its assets in investment companies. However, the Fund may invest all of its investable assets in securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and limitations as the Fund. Investing in other investment companies may expose a Fund to duplicate expenses and lower its value. As a result of an exemptive order received from the SEC in January 2000, each Fund may invest cash balances in shares of affiliated money market funds in amounts up to 25% of total assets. Tax-Exempt Securities General Description. As used in the prospectus and in this SAI with reference to Evergreen CRT Tax-Exempt Money Market Fund, Evergreen CRT California Tax-Exempt Money Market Fund, and Evergreen CRT New York Tax-Exempt Money Market Fund, the term "Tax-Exempt Securities" includes debt obligations issued by a state, its political subdivisions (for example, counties, cities, towns, villages, districts and authorities) and their agencies, instrumentalities or other governmental units, the interest from which is, in the opinion of bond counsel, exempt from federal income tax. "California Tax-Exempt Securities" are Tax-Exempt Securities issued by the State of California, or any of its political subdivisions, or its agencies, instrumentalities, or other governmental units, the interest from which is, in the opinion of bond counsel, also exempt from California personal income tax. "New York Tax-Exempt Securities" are Tax-Exempt Securities issued by the State of New York, or any of its political subdivisions, or its agencies, instrumentalities, or other governmental units (or of other governmental issuers, such as U.S. territories), the interest from which is, in the opinion of bond counsel, also exempt from New York State and City personal income taxes. For purposes of this section, the term "Tax-Exempt Securities" includes California Tax-Exempt Securities and New York Tax-Exempt Securities. Such obligations are issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Tax-Exempt Securities may be issued include the refunding of outstanding obligations or the payment of general operating expenses. Short-term Tax-Exempt Securities are generally issued by state and local governments and public authorities as interim financing in anticipation of tax collections, revenue receipts, or bond sales to finance such public purposes. In addition, certain types of "private activity" bonds may be issued by public authorities to finance such projects as privately operated housing facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal, student loans, or the obtaining of funds to lend to public or private institutions for the construction of facilities such as educational, hospital and housing facilities. Other types of private activity bonds, the proceeds of which are used for the construction, repair or improvement of, or to obtain equipment for, privately operated industrial or commercial facilities, may constitute Tax-Exempt Securities, although the current federal tax laws place substantial limitations on the size of such issues. Tax-Exempt Securities also include tax-exempt commercial paper, which are promissory notes issued by municipalities to enhance their cash flows. Participation Interests. A Fund may invest in Tax-Exempt Securities either by purchasing them directly or by purchasing certificates of accrual or similar instruments evidencing direct ownership of interest payments or principal payments, or both, on Tax-Exempt Securities, provided that, in the opinion of counsel to the initial seller of each such certificate or instrument, any discount accruing on the certificate or instrument that is purchased at a yield not greater than the coupon rate of interest on the related Tax-Exempt Securities will be exempt from federal income tax to the same extent as interest on the Tax-Exempt Securities. A Fund may also invest in Tax-Exempt Securities by purchasing from banks participation interests in all or part of specific holdings of Tax-Exempt Securities. These participations may be backed in whole or in part by an irrevocable letter of credit or guarantee of the selling bank. The selling bank may receive a fee from a Fund in connection with the arrangement. A Fund will not purchase such participation interests unless it receives an opinion of counsel or a ruling of the Internal Revenue Service that interest earned by it on Tax-Exempt Securities in which it holds such participation interests is exempt from federal, California and New York personal income taxes, as the case may be. No Fund expects to invest more than 5% of its assets in participation interests. Stand-by Commitments. When a Fund purchases Tax-Exempt Securities, it has the authority to acquire stand-by commitments from banks and broker-dealers with respect to those Tax-Exempt Securities. A stand-by commitment may be considered a security independent of the state tax-exempt security to which it relates. The amount payable by a bank or dealer during the time a stand-by commitment is exercisable, absent unusual circumstances, would be substantially the same as the market value of the underlying Tax-Exempt Security to a third party at any time. Each Fund expects that stand-by commitments generally will be available without the payment of direct or indirect consideration. No Fund expects to assign any value to stand-by commitments. Yields. The yields on Tax-Exempt Securities depend on a variety of factors, including general money market conditions, effective marginal tax rates, the financial condition of the issuer, general conditions of the tax-exempt security market, the size of a particular offering, the maturity of the obligation and the rating of the issue. The ratings of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services represent their opinions as to the quality of the Tax-Exempt Securities which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, Tax-Exempt Securities with the same maturity and interest rate but with different ratings may have the same yield. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, due to such factors as changes in the overall demand or supply of various types of Tax-Exempt Securities or changes in the investment objectives of investors. Subsequent to purchase by a Fund, an issue of Tax-Exempt Securities or other investments may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Fund. Neither event will require the elimination of an investment from a Fund's portfolio, but the investment advisor will consider such an event in its determination of whether a Fund should continue to hold an investment in its portfolio. Additional Risks. Securities in which a Fund may invest, including Tax-Exempt Securities, are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code (including special provisions related to municipalities and other public entities), and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power, ability or willingness of issuers to meet their obligations for the payment of interest and principal on their Tax-Exempt Securities may be materially affected. There is no assurance that any issuer of a Tax-Exempt Security will make full or timely payments of principal or interest or remain solvent. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax-exemption for interest on debt obligations issued by states and their political subdivisions. Federal tax laws limit the types and amounts of tax-exempt bonds issuable for certain purposes, especially industrial development bonds and private activity bonds. Such limits may affect the future supply and yields of these types of Tax-Exempt Securities. Further proposals limiting the issuance of tax-exempt bonds may well be introduced in the future. If it appeared that the availability of Tax-Exempt Securities for investment by a Fund and the value of the Fund's portfolio could be materially affected by such changes in law, the Trustees of the Trust would reevaluate a Fund's investment objectives and policies and consider changes in the structure of the Fund or its dissolution. INVESTMENT RESTRICTIONS The Trust has adopted the following restrictions applicable to all of the Funds (except where otherwise noted), which may not be changed without the affirmative vote of a "majority of the outstanding voting securities" of a Fund, which is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), to mean the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund and (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. A Fund may not: 1. Borrow money in excess of 10% of the value (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) at the time the borrowing is made, and then only from banks as a temporary measure (not for leverage) in situations which might otherwise require the untimely disposition of portfolio investments or for extraordinary or emergency purposes. Such borrowings will be repaid before any additional investments are purchased. 2. Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under the federal securities laws. 3. Purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities representing interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. 4. Purchase or sell commodities or commodity contracts. 5. Make loans, except by purchase of debt obligations in which a Fund may invest consistent with its investment policies and by entering into repurchase agreements and securities loans. 6. As to 75% of its assets, invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of such issuer; provided that this limitation does not apply to securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities. 7. Acquire more than 10% of the voting securities of any issuer, except that with respect to the Evergreen CRT California Tax-Exempt Money Market Fund and Evergreen CRT New York Tax-Exempt Money Market Fund this restriction only applies to 75% of such Fund's assets. 8. Invest more than 25% of its assets in any one industry, except that Evergreen CRT Money Market Fund may invest without limit in obligations of domestic branches of U.S. banks and U.S. branches of foreign banks (if it can be demonstrated that they are subject to the same regulation as U.S. banks). 9. Issue any class of securities which is senior to a Fund's shares of beneficial interest, except as consistent with or permitted by the 1940 Act or as permitted by rule or order of the Securities and Exchange Commission ("SEC"). Other than the Evergreen CRT California Tax-Exempt Money Market Fund and Evergreen CRT New York Tax-Exempt Money Market Fund, a Fund may not: 1. Pledge, hypothecate, mortgage, or otherwise encumber its assets in excess of 15% of its total assets (taken at the lower of cost and current value) and then only in connection with borrowings permitted by restriction 1 above. 2. Purchase securities on margin, expect such short-term credits as may be necessary for the clearance of purchases and sales of securities. 3. Make short sales of securities or maintain a short position for the account of a Fund unless at all times when a short position is open it owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and in equal amount to, the securities sold short. 4. Invest in securities of any issuer, if, to the knowledge of a Fund, officers and Trustees of the Trust and officers and directors of the investment advisor who beneficially own more than 0.5% of the securities of that issuer together own more than 5% of such securities. 5. Make investments for the purpose of gaining control of a company's management. All percentage limitations on investments will apply at the time of investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions listed above as fundamental and those designated in the prospectus as fundamental, the investment policies described in the prospectus and this SAI are not fundamental and may be changed by approval of the Trustees. As a matter of policy, the Trustees would not materially change a Fund's investment objective without prior shareholder notification. MANAGEMENT OF THE TRUST The Trust is supervised by a Board of Trustees that is responsible for representing the interest of the shareholders. The Trustees meet periodically throughout the year to oversee the Fund's activities, reviewing, among other things, the Fund's performance and its contractual arrangements with various service providers. Each Trustee is paid a fee for his or her services. The Trust has an Executive Committee which consists of the Chairman of the Board, Michael S. Scofield, K. Dun Gifford and Russell Salton, each of whom is an Independent Trustee. The Executive Committee recommends Trustees to fill vacancies, prepares the agenda for Board meetings and acts on routine matters between scheduled Board meetings. Set forth below are the Trustees and officers of the Trust and their principal occupations and affiliations over the last five years. Unless otherwise indicated, the address for each Trustee and officer is 200 Berkeley Street, Boston, Massachusetts 02116. Each Trustee is also a Trustee of each of the other Trusts in the Evergreen Fund complex. Name Position with Trust Principal Occupations for Last Five Years Laurence B. Ashkin Trustee Real estate developer and construction consultant; and (DOB: 2/28/28) President of Centrum Equities (real estate development) and Centrum Properties, Inc. (real estate development). Charles A. Austin III Trustee Investment Counselor to Appleton Partners, Inc. (DOB: 10/23/34) (investment advice); former Director, Executive Vice President and Treasurer, State Street Research & Management Company (investment advice); Director, The Andover Companies (insurance); and Trustee, Arthritis Foundation of New England. Arnold H. Dreyfuss Trustee Former Chairman, Eskimo Pie Corporation (food (DOB: 9/2/28) manufacturer); former Trustee, Mentor Fund Complex; former Director, Mentor Income Fund, Inc.; former Chairman and Chief Executive Officer, Hamilton Beach/Proctor-Silex, Inc. (small appliance manufacturer). K. Dun Gifford Trustee Trustee, Treasurer and Chairman of the Finance Committee, (DOB: 10/23/38) Cambridge College; Chairman Emeritus and Director, American Institute of Food and Wine; Chairman and President, Oldways Preservation and Exchange Trust (education); former Chairman of the Board, Director,and Executive Vice President, The London Harness Company (leather goods purveyor); former Managing Partner, Roscommon Capital Corp.; former Chief Executive Officer, Gifford Gifts of Fine Foods; former Chairman, Gifford, Drescher & Associates (environmental consulting). Leroy Keith, Jr. Trustee Chairman of the Board and Chief Executive Officer, Carson (DOB: 2/14/39) Products Company (manufacturing); Director of Phoenix Total Return Fund and Equifax, Inc. (worldwide information management); Trustee of Phoenix Series Fund, Phoenix Multi-Portfolio Fund, and The Phoenix Big Edge Series Fund; and former President, Morehouse College. Gerald M. McDonnell Trustee Sales and Marketing Management with Nucor Steel Company. (DOB: 7/14/39) Thomas L. McVerry Trustee Former Vice President and Director of Rexham Corporation (DOB: 8/2/39) (manufacturing); and Director of Carolina Cooperative Credit Union. Louis W. Moelchert, Jr. Trustee President, Private Advisors, LLC; Vice President for (DOB: 12/20/41) Investments, University of Richmond; former Trustee, Mentor Fund Complex; former Director, Mentor Income Fund, Inc. William Walt Pettit Trustee Partner in the law firm of William Walt Pettit, P.A. (DOB: 8/26/55) David M. Richardson Trustee President, Richardson, Runden & Company (new business (DOB: 9/14/41) development/consulting company); Managing Director, Kennedy Information (executive recruitment information and research company); former Vice Chairman, DHR International, Inc. (executive recruitment); former Senior Vice President, Boyden International Inc. (executive recruitment); Director, Commerce and Industry Association of New Jersey, 411 International, Inc. (communications), and J&M Cumming Paper Co.(paper merchandise). Russell A. Salton, III MD Trustee Medical Director, U.S. Health Care/Aetna Health Services; (DOB: 6/2/47) former Managed Health Care Consultant; and former President, Primary Physician Care. Michael S. Scofield Chairman of the Board Attorney, Law Offices of Michael S. Scofield. (DOB: 2/20/43) of Trustees Richard J. Shima Trustee Independent Consultant; former Chairman, Environmental (DOB: 8/11/39) Warranty, Inc. (insurance agency); former Executive Consultant, Drake Beam Morin, Inc. (executive outplacement); Director of CTG Resources, Inc. (natural gas), Hartford Hospital, Old State House Association, and Enhance Financial Services, Inc.; former Director Middlesex Mutual Assurance Company; former Chairman, Board of Trustees, Hartford Graduate Center; Trustee, Greater Hartford YMCA. Richard K. Wagoner, CFA* Trustee Former Chief Investment Officer, Executive Vice President (DOB: 12/12/37) and Head of Capital Management Group, FUNB ; former consultant to the Board of Trustees of the Evergreen Funds; former member, New York Stock Exchange; member, North Carolina Securities Traders Association; member, Financial Analysts Society. William M. Ennis President President and Chief Executive Officer, Evergreen (DOB: 6/26/60) Investment Company and Chief Operating Officer, Capital Management Group, FUNB. Carol Kosel Treasurer Senior Vice President, Evergreen Investment Services, Inc. (DOB: 12/25/63) and Treasurer, Vestaur Securities, Inc.; former Senior Manager, KPMG LLP. Nimish S. Bhatt** Vice President and Vice President, Tax, BISYS Fund Services; former Assistant (DOB: 6/6/63) Assistant Treasurer Vice President, EAMC/FUNB; former Senior Tax Consulting/Acting Manager, Investment Companies Group, PricewaterhouseCoopers LLP, New York Bryan Haft** Vice President Team Leader, Fund Administration, BISYS Fund Services. (DOB: 1/23/65) Michael H. Koonce Secretary Senior Vice President and General Counsel, Evergreen (DOB: 4/20/60) Investment Services, Inc.; Senior Vice President and Assistant General Counsel, First Union Corporation; former Senior Vice President and General Counsel,Colonial Management Associates, Inc.
* This Trustee may be considered an "interested person" of the Fund within the meaning of the 1940 Act. ** Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001 Except as stated above, the principal occupations of the officers and Trustees for the last five years have been with the employers as shown above, although in some cases they have held different positions with such employers. The table below shows the fees paid to each Trustee by the Trust for the fiscal year ended July 31, 2000 and the fees paid to each Trustee by all funds in the Evergreen Fund Complex (including the Trust) during the calendar year ended December 31, 1999.
=============================== ============================== ============================= Total Compensation from All Trustee Aggregate Compensation from Complex Paid to Trustees Trust for the Fiscal Year for the Calendar Year Ended Ended 7/31/2000 12/31/1999* =============================== ============================== ============================= =============================== ============================== ============================= $6,795 $75,000 Laurence B. Ashkin ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,795 $75,500 Charles A. Austin, III ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,016 N/A Arnold H. Dreyfuss ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,919 $75,000 K. Dun Gifford ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $3,706 $97,000 James S. Howell** ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,795 $75,000 Leroy Keith Jr. ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,795 $75,000 Gerald M. McDonnell ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $7,544 $85,000 Thomas L. McVerry ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,016 N/A Louis W. Moelchert, Jr. ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,795 $75,000 William Walt Pettit ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,795 $75,000 David M. Richardson ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $7,879 $77,000 Russell A. Salton, III ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $8,813 $102,000 Michael S. Scofield ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,795 $75,000 Richard J. Shima ------------------------------- ------------------------------ ----------------------------- ------------------------------- ------------------------------ ----------------------------- $6,016 N/A Richard K. Wagoner =============================== ============================== =============================
*Certain Trustees have elected to defer all or part of their total compensation for the twelve months ended December 31, 1999. The amounts listed below will be payable in later years to the respective Trustees: Austin $11,250 Howell $77,600 McDonnell $75,000 McVerry $85,000 Pettit $75,000 Salton $77,000 Scofield $61,200 **As of January 1, 2000, James S. Howell retired and became Trustee Emeritus. The Agreement and Declaration of Trust of the Trust provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his duties. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers. PRINCIPAL HOLDERS OF SECURITIES As of November 1, 2000, the officers and Trustees of the Trust owned as a group less than 1% of the outstanding shares of any class of each Fund. To the knowledge of the Trust, no person owned of record or beneficially more than 5% of the outstanding shares. Set forth below is information with respect to each person who, to each Fund's knowledge, owned beneficially or of record more than 5% of the outstanding shares of any class of each Fund as of November 1, 2000.
- ----------------------------------------------------------------------------------------------------------------- CRT California Tax-Exempt Money Market Fund - ----------------------------------------------------------------------------------------------------------------- First Clearing Corp 99.854% Attn: Money Market Dept 10700 N Park Dr Glen Allen, VA 23060-9243 - ----------------------------------------------------------------------------------------------------------------- CRT Money Market Fund - ----------------------------------------------------------------------------------------------------------------- First Clearing Corp 97.578% Attn: Money Market Dept 10700 N Park Dr Glen Allen, VA 23060-9243 - ----------------------------------------------------------------------------------------------------------------- CRT New York Tax-Exempt Money Market Fund - ----------------------------------------------------------------------------------------------------------------- First Clearing Corp 99.857% Attn: Money Market Dept 10700 N Park Dr Glen Allen, VA 23060-9243 - ----------------------------------------------------------------------------------------------------------------- CRT Tax-Exempt Money Market Fund - ----------------------------------------------------------------------------------------------------------------- First Clearing Corp 99.385% Attn: Money Market Dept 10700 N Park Dr Glen Allen, VA 23060-9243 - ----------------------------------------------------------------------------------------------------------------- U.S. Government Money Market Fund - ----------------------------------------------------------------------------------------------------------------- First Clearing Corp 99.637% Attn: Money Market Dept 10700 N Park Dr Glen Allen, VA 23060-9243 - -----------------------------------------------------------------------------------------------------------------
INVESTMENT ADVISORY AND OTHER SERVICES Until November 1, 2000, Mentor Investment Advisors, LLC ("Mentor Advisors") served as investment advisor to each of the Funds. On that date, Evergreen Investment Management ("EIM") became the investment advisor to Evergreen CRT Money Market Fund and Evergreen U.S. Government Money Market Fund, and Evergreen Investment Management Company ("EIMC") became the investment advisor to Evergreen CRT California Tax-Exempt Money Market Fund, Evergreen CRT New York Tax-Exempt Money Market Fund, and Evergreen CRT Tax-Exempt Money Market Fund. Under a Management Contract (the "Management Contract") between the Trust and EIM, and the Trust and EIMC, each Fund pays management fees to its investment advisor monthly at the following annual rates (based on the average daily net assets of the Fund): 0.22% of the first $500 million of the Fund's average net assets; 0.20% of the next $500 million; 0.175% of the next $1 billion; 0.16% of the next $1 billion; and 0.15% of any amounts over $3 billion. The Funds pay all expenses not assumed by its investment advisor, including Trustees' fees, auditing, legal, custodial, investor servicing, and shareholder reporting expenses, and payments under their distribution plans (see the section in this SAI entitled "Distribution"). General expenses of the Trust will be charged to the assets of each Fund on a basis that the Trustees deem fair and equitable, which may be based on the relative assets of each Fund or the nature of the services performed and relative applicability to each Fund. Expenses directly charged or attributable to a Fund will be paid from the assets of that Fund. The table below shows amounts paid to Mentor Advisors by each Fund for the periods indicated (in thousands):
Fiscal Year Fiscal Year Fiscal Year Ended Ended Ended July 31, July 31, 1999 July 31, 1998 2000 Evergreen CRT California Tax-Exempt Money Market Fund..................... $250 $221 $213 Evergreen CRT Money Market Fund........................................... $8,783 $7,686 $5,852 Evergreen CRT New York Tax-Exempt Money Market Fund....................... $61 $44 $28 Evergreen CRT Tax-Exempt Money Market Fund................................ $1,728 $1,845 $1,675 Evergreen U.S. Government Money Market Fund............................... $6,239 $6,394 $5,608
The amounts shown above as having been paid under the Management Contract to Mentor Advisors reflect no fee waivers to the Funds for the past three fiscal years. The investment advisors make available to the Trust, without expense to the Trust, the services of such of its directors, officers, and employees as may duly be elected Trustees or officers of the Trust, subject to his individual consent to serve and to any limitations imposed by law. The investment advisors pay the compensation and expenses of officers and executive employees of the Trust. The investment advisors also provide investment advisory research and statistical facilities and all clerical services relating to such research, statistical, and investment activities, and pay the Trust's office rent. Under the Management Contract, the Trust is responsible for all of its other expenses, including clerical salaries not related to investment activities; fees and expenses incurred in connection with membership in investment company organizations; brokers' commissions; payment for portfolio pricing services to a pricing agent, if any; legal expenses; auditing expenses; accounting expenses; taxes and governmental fees; fees and expenses of the transfer agent and investor servicing agents of the Trust; the cost of preparing share certificates or any other expenses, including clerical expenses, incurred in connection with the issue, sale, underwriting, redemption, or repurchase of shares; the expenses of and fees for registering or qualifying securities for sale; the fees and expenses of the Trustees of the Trust who are not affiliated with the investment advisors; the cost of preparing and distributing reports and notices to shareholders; public and investor relations expenses; and fees and disbursements of custodians of a Fund's assets. The Trust is also responsible for its expenses incurred in connection with litigation, proceedings, and claims and the legal obligation it may have to indemnify its officers and Trustees with respect thereto. The Management Contract provides that the investment advisors shall not be subject to any liability to a Fund or to any shareholder for any act or omission in the course of, or connected with, their rendering services under the relevant contract in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties. The Management Contract may be terminated without penalty by vote of the Trustees as to any Fund or by the shareholders of that Fund, or by the investment advisors on 30 days written notice. The Management Contract also terminates without payment of any penalty in the event of its assignment. In addition, the Management Contract may be amended only by a vote of the shareholders of the affected Fund(s), and provides that it will continue in effect from year to year only so long as such continuance is approved at least annually with respect to each Fund by vote of either the Trustees or the shareholders of a Fund, and, in either case, by a majority of the Trustees who are not "interested persons" of the investment advisors. In such a case, the vote of the shareholders is the affirmative vote of a "majority of the outstanding voting securities" as defined in the 1940 Act. The investment advisors may place portfolio transactions with broker-dealers which furnish, without cost, certain research, statistical, and quotation services of value to it and its affiliates in advising the Funds and other clients, provided that it will always seek best price and execution with respect to transactions. Certain investments may be appropriate for a Fund and for other clients advised by the investment advisors. Investment decisions for a Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment, and the size of their investments generally. Frequently, a particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In addition, purchases or sales of the same security may be made for two or more clients of the investment advisors on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the investment advisors to be equitable to each. In some cases, this procedure could have an adverse effect on the price or amount of the securities purchased or sold by a Fund. Purchase and sale orders for a Fund may be combined with those of other clients of the investment advisors in the interest of achieving the most favorable net results for the Fund. Brokerage and Research Services. Transactions on U.S. stock exchanges and other agency transactions involve the payment by a Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. Transactions in foreign securities often involve the payment of fixed brokerage commissions, which are generally higher than those in the United States. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by a Fund usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid by a Fund includes a disclosed, fixed commission or discount retained by the underwriter or dealer. The investment advisors place all orders for the purchase and sale of portfolio securities for the Funds and buys and sells securities for the Funds through a substantial number of brokers and dealers. In so doing, the investment advisors use their best efforts to obtain for the Funds the best price and execution available. In seeking the best price and execution, the investment advisors, having in mind the Funds' best interests, considers all factors they deem relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience, and financial stability of the broker-dealer involved, and the quality of service rendered by the broker-dealer in other transactions. It has for many years been a common practice in the investment advisory business for advisors of investment companies and other institutional investors to receive research, statistical, and quotation services from broker-dealers which execute portfolio transactions for the clients of such advisors. Consistent with this practice, the investment advisors may receive research, statistical, and quotation services from many broker-dealers with which they place a Fund's portfolio transactions. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities, and recommendations as to the purchase and sale of securities. Some of these services are of value to the investment advisors and their affiliates in advising various of their clients (including the Funds), although not all of these services are necessarily useful and of value in managing the Funds. The management fees paid by the Funds are not reduced because the investment advisors and their affiliates receive such services. As permitted by Section 28(e) of the Securities Exchange Act of 1934, and by the Management Contract, the investment advisors may cause a Fund to pay a broker-dealer which provides brokerage and research services to the investment advisors an amount of disclosed commission for effecting a securities transaction for that Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction. The investment advisors' authority to cause a Fund to pay any such greater commissions in also subject to such policies as the Trustees may adopt from time to time. It is anticipated that most purchases and sales of portfolio investments will be with the issuer or with major dealers in money market instruments acting as principal. Accordingly, it is not anticipated that the Funds will pay significant brokerage commissions. In underwritten offerings, the price paid by a Fund includes a disclosed, fixed commission or discount retained by the underwriter. There is generally no stated commission in the case of securities purchased from or sold to dealers, but the prices of such securities usually include an undisclosed dealer's mark-up or mark-down. None of the Funds incurred brokerage or underwriting commissions in the 2000, 1999, or 1998 fiscal years. DETERMINATION OF NET ASSET VALUE The net asset value per share of each class of a Fund is determined twice each day as of 12:00 noon and as of the close of regular trading (generally 4:00 p.m. New York time) on each day the New York Stock Exchange is open for trading. The New York Stock Exchange is normally closed on the following national holidays: New Year's Day, Dr. Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The valuation of each Fund's portfolio securities is based upon its amortized cost, which does not take into account unrealized securities gains or losses. This method involves initially valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. By using amortized cost valuation, each Fund seeks to maintain a constant net asset value of $1.00 per share, despite minor shifts in the market value of its portfolio securities. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price a Fund would receive if it sold the instrument. During periods of declining interest rates, the quoted yield on shares of a Fund may tend to be higher than a like computation made by a Fund with identical investments utilizing a method of valuation based on market prices and estimates of market prices for all of its portfolio instruments. Thus, if the use of amortized cost by a Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in that Fund would be able to obtain a somewhat higher yield if he purchased shares of the Fund on that day, than would result from investment in a Fund utilizing solely market values, and existing investors in a Fund would receive less investment income. The converse would apply on a day when the use of amortized cost by a Fund resulted in a higher aggregate portfolio value. However, as a result of certain procedures adopted by the Trust, the Trust believes any difference will normally be minimal. The valuation of a Fund's portfolio instruments at amortized cost is permitted by SEC Rule 2a-7 and certain procedures adopted by the Trustees. Under these procedures, a Fund must maintain a dollar-weighted average portfolio maturity of 90 days or less, purchase only instruments having remaining maturities of 397 days or less, and invest in securities determined by the Trustees to be of high quality with minimal credit risks. The Trustees have also established procedures designed to stabilize, to the extent reasonably possible, a Fund's price per share as computed for the purpose of distribution, redemption, and repurchase at $1.00. In the event the investment advisors determine that a deviation in net asset value from $1.00 per share may result in material dilution or is otherwise unfair to existing shareholders, they will take such corrective action as they believe necessary and appropriate, including informing the President of the Trust; the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten the average portfolio maturity; withholding dividends; redemption of shares in kind; or establishing a net asset value per share by using readily available market quotations. Since the net income of a class of shares of each Fund is declared as a dividend each time it is determined, the net asset value per share remains at $1.00 per share immediately after such determination and dividend declaration. Any increase in the value of a shareholder's investment in a Fund representing the reinvestment of dividend income is reflected by an increase in the number of shares of a Fund in the shareholder's account on the last day of each month (or, if that day is not a business day, on the next business day). It is expected that a Fund's net income will be positive each time it is determined. However, if because of realized losses on sales of portfolio investments, a sudden rise in interest rates, or for any other reason the net income of a Fund determined at any time is a negative amount, a Fund will offset such amount allocable to each then shareholder's account from dividends accrued during the month with respect to such account. If at the time of payment of a dividend by a Fund (either at the regular monthly dividend payment date, or, in the case of a shareholder who is withdrawing all or substantially all of the shares in an account, at the time of withdrawal), such negative amount exceeds a shareholder's accrued dividends, the Fund will reduce the number of outstanding shares by treating the shareholder as having contributed to the capital of the Fund that number of full and fractional shares which represent the amount of the excess. Each shareholder is deemed to have agreed to such contribution in these circumstances by his or her investment in a Fund. Should a Fund incur or anticipate, with respect to its respective portfolio, any unusual or unexpected significant expense or loss which would affect disproportionately the Fund's income for a particular period, the Trustees would at that time consider whether to adhere to the dividend policy described above or to revise it in light of the then prevailing circumstances in order to ameliorate to the extent possible the disproportionate effect of such expense or loss on then existing shareholders. Such expenses or losses may nevertheless result in a shareholder's receiving no dividends for the period during which the shares are held and receiving upon redemption a price per share lower than that which was paid. The proceeds received by each Fund for each issue or sale of its shares, and all income, earnings, profits, and proceeds thereof, subject only to the rights of creditors, will be specifically allocated to such Fund, and constitute the underlying assets of that Fund. The underlying assets of each Fund will be segregated on the Trust's books of account, and will be charged with the liabilities of each Fund and with a share of the general liabilities of the Trust. Expenses with respect to any two or more Funds may be allocated in proportion to the net asset values of the respective Funds except where allocations of direct expenses can otherwise be fairly made. TAXES Each Fund of the Trust intends to qualify each year and elect to be taxed as a regulated investment company under Subchapter M of the United States Internal Revenue Code of 1986, as amended (the "Code"). As a regulated investment company qualifying to have its tax liability determined under Subchapter M, a Fund will not be subject to federal income tax on any of its net investment income or net realized capital gains that are distributed to its shareholders. As series of Massachusetts business trust, the Funds under present law will not be subject to any excise or income taxes in Massachusetts. Other than exempt-interest dividends from Evergreen CRT Tax-Exempt Money Market Fund, Evergreen CRT California Tax-Exempt Money Market Fund, and Evergreen CRT New York Tax-Exempt Money Market Fund that are excludable from income, distributions from a Fund will be taxable to a shareholder whether received in cash or additional shares. Such distributions that are designated as capital gains dividends will be taxable as such, regardless of how long Fund shares are held, while other taxable distributions will be taxed as ordinary income. Also interest on indebtedness incurred to purchase shares of Evergreen CRT Tax-Exempt Money Market Fund, Evergreen CRT California Tax-Exempt Money Market Fund, or Evergreen CRT New York Tax-Exempt Money Market Fund may be nondeductible. In order to qualify as a "regulated investment company," a Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities, or foreign currencies, and other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (b) diversify its holdings so that, at the close of each quarter of its taxable year, (i) at least 50% of the value of its total assets consists of cash, cash items, U.S. government securities, securities of other regulated investment companies, and other securities limited generally with respect to any one issuer to not more than 5% of the total assets of a Fund and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than those of U.S. government securities or other regulated investment companies) of any issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses. In order to receive the favorable tax treatment accorded regulated investment companies and their shareholders, moreover, a Fund must in general distribute at least 90% of the sum of its taxable net investment income, its net tax-exempt income, and the excess, if any, of net short-term capital gains over net long-term capital losses for such year. To satisfy these requirements, a Fund may engage in investment techniques that affect the amount, timing and character of its income and distributions. If a Fund failed to qualify as a regulated investment company that is accorded special tax treatment in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment. An excise tax at the rate of 4% will be imposed on the excess, if any, of each Fund's "required distribution" over its distributions in any calendar year. Generally, the "required distribution" is 98% of the Fund's ordinary income for the calendar year plus 98% of its capital gain net income realized during the one-year period ending on October 31 (or December 31, if the Fund so elects) plus undistributed amounts from prior years. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax. Distributions declared by a Fund during October, November or December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31 of the year in which declared. Distributions from a Fund (other than exempt-interest dividends, as discussed below) will be taxable to shareholders as ordinary income to the extent derived from the Fund's investment income and net short-term gains. Net capital gain (that is, the excess of net gains from capital assets held for more than one year over net losses from capital assets held for not more than one year) of a Fund that is distributed and designated as a capital gain dividend will be taxable to shareholders as long-term capital gain, generally taxable to individuals at a maximum 20% rate, regardless of how long a shareholder has held the shares in the Fund. Each Fund is required to withhold 31% of all ordinary income dividends and capital gain distributions, and 31% of the gross proceeds of all redemptions of Fund shares, in the case of any shareholder who does not provide a correct taxpayer identification number, about whom a Fund is notified that the shareholder has underreported income in the past, or who fails to certify to a Fund that the shareholder is not subject to such withholding. Shareholders who fail to furnish their current tax identification numbers are subject to a penalty of $50 for each such failure unless the failure is due to reasonable cause and not willfull neglect. An individual's taxpayer identification number is his or her Social Security number. Tax-exempt shareholders are not subject to these back-up withholding rules so long as they furnish the Fund with a proper certification. Exempt-Interest Dividends. A Fund will be qualified to pay exempt-interest dividends to its shareholders only if, at the close of each quarter of the Fund's taxable year, at least 50% of the total value of the Fund's assets consists of obligations the interest on which is exempt from federal income tax. Distributions that a Fund properly designates as exempt-interest dividends are treated as interest excludable from shareholders' gross income for federal income tax purposes but may be taxable for federal alternative minimum tax purposes and for state and local purposes. If a Fund intends to be qualified to pay exempt-interest dividends, the Fund may be limited in its ability to enter into taxable transactions involving forward commitments, repurchase agreements, financial futures and options contracts on financial futures, tax-exempt bond indices and other assets. Part or all of the interest on indebtedness, if any, incurred or continued by a shareholder to purchase or carry shares of a Fund paying exempt-interest dividends is not deductible. The portion of interest that is not deductible is equal to the total interest paid or accrued on the indebtedness, multiplied by the percentage of a Fund's total distributions (not including capital gain dividend) paid to the shareholder that are exempt-interest dividends. Under rules used by the Internal Revenue Service for determining when borrowed funds are considered used for the purpose of purchasing or carrying particular assets, the purchase of shares may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares. In general, exempt-interest dividends, if any, attributable to interest received on certain private activity obligations and certain industrial development bonds will not be tax-exempt to any shareholders who are "substantial users" of the facilities financed by such obligations or bonds or who are "related persons" of such substantial users. A Fund which is qualified to pay exempt-interest dividends will inform investors within 60 days of the Fund's fiscal year-end of the percentage of its income distributions designated as tax-exempt. The percentage is applied uniformly to all distributions made during the year. The percentage of income designated as tax-exempt for any particular distribution may be substantially different from the percentage of a Fund's income that was tax-exempt during the period covered by the distribution. Each Fund seeks to maintain a stable net asset value of $1.00 per share; however, there can be no assurance that a Fund will be able to do so. A shareholder may therefore recognize gain or loss on the sale or redemption of shares of a Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder purchases other shares of that Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Long-term capital gain is generally taxable to individuals at a 20% rate. However, any capital loss arising from the sale or redemption of shares held for six months or less will be disallowed to the extent of the amount of exempt-interest dividends received on such shares and (to the extent not disallowed) will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Securities Issued or Purchased at a Discount. A Fund's investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold. The foregoing is a general and abbreviated summary of the applicable provisions of the Code and related regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions. Dividends and distributions also may be subject to state, local, foreign and other taxes. Shareholders are urged to consult their tax advisors regarding specific questions as to federal, state, local, or foreign taxes. The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S. investors should consult their tax advisors concerning the tax consequences of ownership of shares of the Fund, including the possibility that distributions may be subject to a 30% United States withholding tax (or a reduced rate of withholding provided by treaty). DISTRIBUTION Evergreen Distributors, Inc. ("EDI") is the distributor of the Funds' shares. EDI is a wholly owned subsidiary of BISYS Fund Services, Inc. Each Fund has adopted a Distribution Plan (each a "Plan," together the "Plans") pursuant to Rule 12b-1 under the 1940 Act with respect to its Class A shares. The purpose of the Plans is to permit each of the Funds to compensate EDI for services provided and expenses incurred by it in promoting the sale of shares of the Fund, reducing redemptions, or maintaining or improving services provided to shareholders by EDI or Financial Institutions. The Plans provide for monthly payments by the Funds to EDI out of the Funds' assets attributable to the class of shares, subject to the authority of the Trustees to reduce the amount of payments or to suspend the Plans for such periods as they may determine. Any material increase in amounts payable under a Plan would require shareholder approval. EDI is the principal underwriter of the continually offered shares of each of the Funds pursuant to a distribution agreement between EDI and the Trust. EDI is not obligated to sell any specific amount of shares of any Fund and will purchase shares of a Fund for resale only against orders for shares. The Plans provides for payments by each Fund to EDI at the annual rate described in the prospects, subject to the authority of the Trustees to reduce the amount of payments or to suspend the Plans as to any Fund for such periods as they may determine. Subject to these limitations, the amount of such payments and the specific purposes for which they are made shall be determined by the Trustees. For the periods indicated, each Fund paid the following amounts to EDI or the previous distributor of the Funds under its respective Plan with respect to its Class A shares (in thousands):
Fiscal Year Fiscal Year Fiscal Year Ended Ended Ended July 31, July 31, 1999 July 31, 1998 2000 Evergreen CRT California Tax-Exempt Money Market Fund..................... $375 $331 $319 Evergreen CRT Money Market Fund........................................... $20,300 $17,110 $12,419 Evergreen CRT New York Tax-Exempt Money Market Fund....................... $106 $76 $48 Evergreen CRT Tax-Exempt Money Market Fund................................ $2,697 $2,884 $2,598 Evergreen U.S. Government Money Market Fund............................... $13,883 $13,846 $11,802
EDI or the previous distributor paid amounts to Financial Institutions (including affiliates of EDI or the previous distributor qualifying as Financial Institutions) with respect to the Funds as follows (in thousands):
Fiscal Year Fiscal Year Fiscal Year Ended Ended Ended July 31, July 31, 1999 July 31, 1998 2000 Evergreen CRT California Tax-Exempt Money Market Fund..................... $375 $331 $319 Evergreen CRT Money Market Fund........................................... $20,300 $17,110 $12,419 Evergreen CRT New York Tax-Exempt Money Market Fund....................... $106 $76 $63 Evergreen CRT Tax-Exempt Money Market Fund................................ $2,697 $2,884 $2,598 Evergreen U.S. Government Money Market Fund............................... $13,883 $13,846 $11,802
Continuance of a Plan is subject to annual approval by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of the Plan and related agreements (the "Independent Trustees"), cast in person at a meeting called for that purpose. All material amendments to a Plan must be likewise approved by the Trustees and the Independent Trustees. A Plan may not be amended in order to increase materially the costs which a Fund may bear for distribution pursuant to the Plan without also being approved by a majority of the outstanding voting securities of that Fund. Each Plan terminates automatically in the event of its assignment and may be terminated as to any Fund without penalty, at any time, by a vote of a majority of the outstanding voting securities of the Fund or by a vote of a majority of the Independent Trustees. In order to compensate Financial Institutions for services provided in connection with sales of Class A shares and the maintenance of shareholder accounts (or, in the case of certain Financial Institutions which are banking institutions, for certain administrative and shareholder services), EDI, the investment advisors, or their affiliates may make periodic payments (from any amounts received under the Plans or from their other resources) to any qualifying Financial Institution based on the average net assets of Class A shares for which the Financial Institution is designated as the financial institution of record. Such payments may be made at an annual rate of 0.38% in the case of Evergreen CRT Money Market Fund and Evergreen U.S. Government Money Market Fund, and 0.33% in the case of Evergreen CRT Tax-Exempt Money Market Fund and Evergreen CRT California Tax-Exempt Money Market Fund. Up to 0.50% of the average daily net assets of Class A shares of Evergreen CRT New York Tax-Exempt Money Market Fund may be payable as 12b-1 fees; however, currently the 12b-1 fees are limited to 0.38%. These payments may be suspended or modified at any time, and payments are subject to the continuation of each Fund's Plan and of applicable agreements between EDI and the applicable Financial Institution. Financial Institutions receiving such payments include First Union Securities, Inc., an affiliate of the Funds' investment advisors. For this purpose, "average net assets" attributable to a shareholder account means the product of (i) the average daily share balance of the Fund account multiplied by (ii) the Fund's net asset value per share. For administrative reasons, EDI may enter into agreements with certain Financial Institutions providing for the calculation of "average net assets" on the basis of assets of the accounts of the Financial Institutions' customers on an established day in this period. ORGANIZATION The Trust is an open-end investment company established under the laws of The Commonwealth of Massachusetts by Agreement and Declaration of Trust dated June 14, 1993. Shares entitle their holders to one vote per share, with fractional shares voting proportionally; however, separate votes will be taken by each Fund on matters affecting an individual Fund. Additionally, approval of the Management Contract is a matter to be determined separately by each Fund. Shares have noncumulative voting rights. Although a Fund is not required to hold annual meetings of its shareholders, shareholders have the right to call a meeting to elect or remove Trustees or to take other actions as provided in the Declaration of Trust. Shares have no preemptive or subscription rights, and are transferable. Shares are entitled to dividends as declared by the Trustees, and if a Fund were liquidated, the shares of that Fund would receive the net assets of that Fund. The Trust may suspend the sale of shares at any time and may refuse any order to purchase shares. Additional Funds may be created from time to time with different investment objectives. In addition, the Trustees have the right, subject to any necessary regulatory approvals, to create more than one class of shares in a Fund, with the classes being subject to different charges and expenses and having such other different rights as the Trustees may prescribe and to terminate any Fund of the Trust. PORTFOLIO TURNOVER The portfolio turnover rate of a Fund is defined by the SEC as the ratio of the lesser of annual sales or purchases to the monthly average value of the portfolio, excluding from both the numerator and the denominator securities with maturities at the time of acquisition of one year or less. Under that definition, the Funds will have no portfolio turnover. Portfolio turnover generally involves some expense to a Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities. CUSTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, audits the financial statements of each Fund. INDEPENDENT AUDITORS KPMG LLP, located at 99 High Street, Boston, Massachusetts 02110, audits the financial statements of each Fund. TRANSFER AGENT AND DIVIDEND DISBURSING AGENT Evergreen Service Company ("ESC"), 200 Berkeley Street, Boston, Massachusetts 02106, acts as the Funds' transfer agent and dividend disbursing agent. ESC is an indirect, wholly owned subsidiary of First Union Corporation. ADMINISTRATOR Evergreen Investment Services, Inc. ("EIS") serves as administrator to the Funds. As administrator, and subject to the supervision and control of the Trust's Board of Trustees, EIS provides the Funds with facilities, equipment and personnel. For its services as administrator, EIS is entitled to receive a fee from each Fund at an annual rate of 0.02% of the Fund's average daily net assets. PERFORMANCE INFORMATION AND CALCULATIONS Current, Effective and Tax Equivalent Yields Below are the yields for the Class A shares of the Funds for the seven-day period ended July 31, 2000. With respect to the tax-equivalent yield of Evergreen CRT Money Market Fund, a federal tax rate of 36% is assumed, for Evergreen CRT California Tax-Exempt Money Market Fund, a combined federal and state tax rate 42.93% is assumed and for Evergreen CRT New York Tax-Exempt Money Market Fund, a combined federal, state, and city tax rate 43.50% is assumed.
- ----------------------------------------------------------------------- ----------- ----------- ------------- Tax Equivalent Fund Current Effective Yield - ----------------------------------------------------------------------- ----------- ----------- ------------- - ----------------------------------------------------------------------- ----------- ----------- ------------- Evergreen CRT California Tax-Exempt Money Market Fund 3.36% 3.42% 5.89% - ----------------------------------------------------------------------- ----------- ----------- ------------- - ----------------------------------------------------------------------- ----------- ----------- ------------- Evergreen CRT Money Market Fund 5.80% 5.96% 9.06% - ----------------------------------------------------------------------- ----------- ----------- ------------- - ----------------------------------------------------------------------- ----------- ----------- ------------- Evergreen CRT New York Tax-Exempt Money Market Fund 3.43% 3.49% 6.07% - ----------------------------------------------------------------------- ----------- ----------- ------------- - ----------------------------------------------------------------------- ----------- ----------- ------------- Evergreen CRT Tax-Exempt Money Market Fund 3.60% 3.67% N/A - ----------------------------------------------------------------------- ----------- ----------- ------------- - ----------------------------------------------------------------------- ----------- ----------- ------------- Evergreen U.S. Government Money Market Fund 5.61% 5.77% N/A - ----------------------------------------------------------------------- ----------- ----------- -------------
Total Return Total return quotations for a class of shares of the Fund as they may appear from time to time in advertisements are calculated by finding the average annual compounded rates of return over one, five and ten year periods, or the time periods for which such class of shares has been effective, whichever is relevant, on a hypothetical $1,000 investment that would equate the initial amount invested in the class to the ending redeemable value. To the initial investment all dividends and distributions are added, and all recurring fees charged to all shareholder accounts are deducted. The ending redeemable value assumes a complete redemption at the end of the relevant periods. The following is the formula used to calculate average annual total return: [OBJECT OMITTED] P = initial payment of $1,000 T = average annual total return N = number of years ERV = ending redeemable value of the initial $1,000 Yield Described below are yield calculations the Fund may use. Yield quotations are expressed in annualized terms and may be quoted on a compounded basis. Yields based on these calculations do not represent the Fund's yield for any future period. 30-Day Yield If the Fund invests primarily in bonds, it may quote its 30-day yield in advertisements or in reports or other communications to shareholders. It is calculated by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula: [OBJECT OMITTED] Where: a = Dividends and interest earned during the period b = Expenses accrued for the period (net of reimbursements) c = The average daily number of shares outstanding during the period that were entitled to receive dividends d = The maximum offering price per share on the last day of the period 7-Day Current and Effective Yield If the Fund invests primarily in money market instruments, it may quote its 7-day current yield or effective yield in advertisements or in reports or other communications to shareholders. The current yield is calculated by determining the net change, excluding capital changes and income other than investment income, in the value of a hypothetical, pre-existing account having a balance of one share at the beginning of the 7-day base period, subtracting a hypothetical charge reflecting deductions from shareholder accounts, and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return, and then multiplying the base period return by (365/7). The effective yield is based on a compounding of the current yield, according to the following formula: [OBJECT OMITTED] Tax Equivalent Yield If the Fund invests primarily in municipal bonds, it may quote in advertisements or in reports or other communications to shareholders a tax equivalent yield, which is what an investor would generally need to earn from a fully taxable investment in order to realize, after income taxes, a benefit equal to the tax free yield provided by the Fund. Tax equivalent yield is calculated using the following formula: [OBJECT OMITTED] The quotient is then added to that portion, if any, of the Fund's yield that is not tax exempt. Depending on the Fund's objective, the income tax rate used in the formula above may be federal or a combination of federal and state. SHAREHOLDER LIABILITY Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trust or the Trustee. The Agreement and Declaration of Trust provides for indemnification out of a Fund's property for all loss and expense of any shareholder held personally liable for the obligations of a Fund. Thus the risk of a shareholder's incurring financial loss on account of shareholder liability is limited to circumstances in which a Fund would be unable to meet its obligations. PART C OTHER INFORMATION Item 23. Financial Statements and Exhibits
Exhibit Number Description - ------- ------------ (a) Agreement and Declaration of Trust Incorporated by reference from the Registrant's Registration Statement on Form N-1A under the Securities Act of 1993, as amended, filed on July 7, 1993. (a)(1) Amendments to Agreement and Declaration of Trust Incorporated by reference to Registrant's Pre-Effective Amendment No. 1, filed on October 15, 1993 and Pre-Effective Amendment No. 2 filed on November 5, 1993. (b) Bylaws Incorporated by reference from the Registrant's Registration Statement on Form N-1A under the Securities Act of 1993, as amended, filed on July 7, 1993. (c) Forms of certificate representing shares of beneficial Incorporated by reference from the Registrant's interest; Portions of Agreement and Declaration of Trust Registration Statement on Form N-1A under the Relating to Shareholders' Rights; Portions of Bylaws Securities Act of 1993, as amended, filed on Relating to Shareholders' Rights July 7, 1993. (d)(1) Investment Advisory and Management Agreement between Filed herein. the Registrant and First Union National Bank (d)(2) Investment Advisory and Management Agreement between Filed herein. the Registrant and Evergreen Investment Management Company (e) Form of Principal Underwriting Agreement between Filed herein. Registrant and Evergreen Distributor, Inc. (f) Deferred Compensation Plan Filed herein. (g) Custody Agreement between Registrant and State Street Filed herein. Bank and Trust Company (h)(1) Draft Processing Agency Agreement dated Incorporated by reference to Registrant's December 20, 1993 Post-Effective Amendment No. 1, filed on October 3, 1994. (h)(2) Administration Services Agreement between Registrant Filed herein. and Evergreen Investment Services, Inc. (h)(3) Transfer Agency Agreement between Registrant and Filed herein. Evergreen Service Company (h)(4) Letter Amendment to Transfer Agency Agreement between Filed herein. the Registrant and Evergreen Service Company (i) Opinion and Consent of Ropes & Gray Incorporated by reference to Registrant's Pre-Effective Amendment No. 1, filed on October 15, 1993. (j) Consent of KPMG LLP Filed herein. (k) Not applicable (l) Initial Capital Agreement dated December 17, 1993 Incorporated by reference to Registrant's Post-Effective Amendment No. 1, filed on October 3, 1994. (m) Plan of Distribution Filed herein. (n) Not applicable (o) Multiple Class Plan Filed herein. (p) Code of Ethics Filed herein.
- ------------------ Item 24. Persons Controlled by or Under Common Control with Registrant None. Item 25. Indemnification Registrant has obtained from a major insurance carrier a trustees and officers liability policy covering certain types of errors and ommissions. Provisions for the indemnification of the Registrant's Trustees and officers are also contained in the Registrant's Declaration of Trust. Provisions for the indemnification of the Registrant's Investment Advisors are contained in their respective Investment Advisory and Management Agreements. Provisions for the indemnification of Evergreen Distributor, Inc., the Registrant's principal underwriter, are contained in the Principal Underwriting Agreement between Evergreen Distributor, Inc. and the Registrant. Provisions for the indemnification of Evergreen Service Company, the Registrant's transfer agent, are contained in the Master Transfer and Recordkeeping Agreement between Evergreen Service Company and the Registrant. Provisions for the indemnification of State Street Bank and Trust Co., the Registrant's custodian, are contained in the Custodian Agreement between State Street Bank and Trust Co., and the Registrant. Item 26. Business and Other Connections of Investment Advisor The Directors and principal executive officers of First Union National Bank are: Edward E. Crutchfield, Jr. Chairman, First Union Corporation and First Union National Bank G. Kennedy Thompson Chief Executive Officer, President and Director, First Union Corporation and First Union National Bank Mark C. Treanor Executive Vice President, Secretary & General Counsel, First Union Corporation; Secretary and Executive Vice President, First Union National Bank Robert T. Atwood Executive Vice President and Chief Financial Officer, First Union Corporation; Chief Financial Officer and Executive Vice President, First Union National Bank All of the above persons are located at the following address: First Union National Bank, One First Union Center, Charlotte, NC 28288. The information required by this item with respect to Evergreen Investment Management Company (formerly Keystone Investment Management Company) is incorporated by reference to the Form ADV (File No. 801-8327) of Evergreen Investment Management Company. Item 27. Principal Underwriters Evergreen Distributor, Inc. acts as principal underwriter for each registered investment company or series thereof that is a part of the Evergreen "fund complex" as such term is defined in Item 22(a) of Schedule 14A under the Securities Exchange Act of 1934. The Directors and principal executive officers of Evergreen Distributor, Inc. are: Lynn C. Mangum Director, Chairman and Chief Executive Officer Dennis Sheehan Director, Chief Financial Officer Maryann Bruce President Kevin J. Dell Vice President, General Counsel and Secretary Messrs. Sheehan, Dell and Mangum are located at the following address: Evergreen Distributor, Inc., 90 Park Avenue, New York, New York 10019. Ms. Bruce is located at 201 South College Street, Charlotte, NC 28288. The Registrant has not paid, directly or indirectly, any commissions or other compensation to the Principal Underwriters in the last fiscal year. Item 28. Location of Accounts and Records All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations: Evergreen Investment Services, Inc., Evergreen Service Company and Evergreen Investment Management Company, all located at 200 Berkeley Street, Boston, Massachusetts 02110 First Union National Bank, One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288 Iron Mountain, 3431 Sharp Slot Road, Swansea, Massachusetts 02777 State Street Bank and Trust Company, 2 Heritage Drive, North Quincy, Massachusetts 02171 Item 29. Management Services Not applicable. Item 30. Undertakings The Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston, and The Commonwealth of Massachusetts, on the 28th day of November, 2000. EVERGREEN CASH RESOURCE TRUST By: /s/ Michael H. Koonce ----------------------------- Name: Michael H. Koonce Title: Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of November, 2000.
/s/ William M. Ennis /s/ Laurence B. Ashkin /s/ Charles A. Austin, III - ---------------------- --------------------- ------------------------- William M. Ennis* Laurence B. Ashkin* Charles A. Austin III * President Trustee Trustee (Chief Operating Officer) /s/ K. Dun Gifford /s/ Arnold H. Dreyfuss /s/ William Walt Pettit - ------------------ ---------------------- ------------------------ K. Dun Gifford* Arnold H. Dreyfuss* William Walt Pettit* Trustee Trustee Trustee /s/ Gerald M. McDonnell /s/ Thomas L. McVerry /s/ Michael S. Scofield - ---------------------- --------------------- ---------------------- Gerald M. McDonnell* Thomas L. McVerry* Michael S. Scofield* Trustee Trustee Chairman of the Board and Trustee /s/ David M. Richardson /s/ Russell A. Salton, III MD /s/ Leroy Keith, Jr. - ---------------------- ----------------------------- ---------------------- David M. Richardson* Russell A. Salton, III MD* Leroy Keith, Jr.* Trustee Trustee Trustee /s/ Richard J. Shima /s/ Louis W. Moelchert, Jr. /s/ Richard K. Wagoner - -------------------- ---------------------------- ---------------------- Richard J. Shima* Louis W. Moelchert, Jr.* Richard K. Wagoner* Trustee Trustee Trustee /s/ Carol Kosel /s/ Michael H. Koonce - ---------------------- ---------------------------- Carol Kosel* Michael H. Koonce* Treasurer Secretary (Principal Financial and Accounting Officer)
*By: /s/ Maureen E. Towle - ------------------------------- Maureen E. Towle Attorney-in-Fact *Maureen E. Towle, by signing her name hereto, does hereby sign this document on behalf of each of the above-named individuals pursuant to powers of attorney duly executed by such persons. INDEX TO EXHIBITS Exhibit Number Exhibit - ------- ------- (d)(1) Investment Advisory and Management Agreement between the Registrant and First Union National Bank (d)(2) Investment Advisory and Management Agreement between the Registrant and Evergreen Investment Management Company (e) Form of Principal Underwriting Agreement between Registant and Evergreen Distributor, Inc. (f) Deferred Compensation Plan (g) Custody Agreement between Registrant and State Street Bank and Trust Company (h)(2) Administrative Services Agreement between the Registrant and Evergreen Investment Services, Inc. (h)(3) Transfer Agency Agreement between the Registrant and Evergreen Service Company (h)(4) Letter Amendment to Transfer Agency Agreement between the Registrant and Evergreen Service Company (j) Consent of KPMG LLP (m) Plan of Distribution (o) Multiple Class Plan (p) Code of Ethics EX-99.B(D)(1) 2 0002.txt ADVISORY CONTRACT - EIM INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AGREEMENT made the 1st day of November, 2000, by and between CASH RESOURCE TRUST, a Massachusetts business trust (the "Trust") and FIRST UNION NATIONAL BANK, a national banking association (the "Adviser"). WHEREAS, the Trust and the Adviser wish to enter into an Agreement setting forth the terms on which the Adviser will perform certain services for the Trust, its series of shares as listed on Schedule 1 to this Agreement and each series of shares subsequently issued by the Trust (each singly a "Fund" or collectively the "Funds"). THEREFORE, in consideration of the promises and the mutual agreements hereinafter contained, the Trust and the Adviser agree as follows: 1. (a) The Trust hereby employs the Adviser to manage and administer the operation of the Trust and each of its Funds, to supervise the provision of the services to the Trust and each of its Funds by others, and to manage the investment and reinvestment of the assets of each Fund of the Trust in conformity with such Fund's investment objectives and restrictions as may be set forth from time to time in the Fund=s then current prospectus and statement of additional information, if any, and other governing documents, all subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations set forth herein, for the compensation provided herein. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) In the event that the Trust establishes one or more Funds, in addition to the Funds listed on Schedule 1, for which it wishes the Adviser to perform services hereunder, it shall notify the Adviser in writing. If the Adviser is willing to render such services, it shall notify the Trust in writing and such Fund shall become a Fund hereunder and the compensation payable to the Adviser by the new Fund will be as agreed in writing at the time. 2. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of each Fund with broker-dealers selected by the Adviser. In executing portfolio transactions and selecting broker-dealers, the Adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934 (the A1934 Act@)) provided to a Fund and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. 3. The Adviser, at its own expense, shall furnish to the Trust office space in the offices of the Adviser or in such other place as may be agreed upon by the parties from time to time, all necessary office facilities, equipment and personnel in connection with its services hereunder, and shall arrange, if desired by the Trust, for members of the Adviser=s organization to serve without salaries from the Trust as officers or, as may be agreed from time to time, as agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust for: (a) the compensation (if any) of the Trustees of the Trust who are affiliated with the Adviser or with its affiliates, or with any adviser retained by the Adviser, and of all officers of the Trust as such; and (b) all expenses of the Adviser incurred in connection with its services hereunder. The Trust assumes and shall pay all other expenses of the Trust and its Funds, including, without limitation: (a) all charges and expenses of any custodian or depository appointed by the Trust for the safekeeping of the cash, securities and other property of any of its Funds; (b) all charges and expenses for bookkeeping and auditors; (c) all charges and expenses of any transfer agents and registrars appointed by the Trust; (d) all fees of all Trustees of the Trust who are not affiliated with the Adviser or any of its affiliates, or with any adviser retained by the Adviser; (e) all brokers= fees, expenses, and commissions and issue and transfer taxes chargeable to a Fund in connection with transactions involving securities and other property to which the Fund is a party; (f) all costs and expenses of distribution of shares of its Funds incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act"); (g) all taxes and trust fees payable by the Trust or its Funds to Federal, state, or other governmental agencies; (h) all costs of certificates representing shares of the Trust or its Funds; (i) all fees and expenses involved in registering and maintaining registrations of the Trust, its Funds and of their shares with the Securities and Exchange Commission (the "Commission") and registering or qualifying the Funds= shares under state or other securities laws, including, without limitation, the preparation and printing of registration statements, prospectuses, and statements of additional information for filing with the Commission and other authorities; (j) expenses of preparing, printing, and mailing prospectuses and statements of additional information to shareholders of each Fund of the Trust; (k) all expenses of shareholders= and Trustees= meetings and of preparing, printing, and mailing notices, reports, and proxy materials to shareholders of the Funds; (l) all charges and expenses of legal counsel for the Trust and its Funds and for Trustees of the Trust in connection with legal matters relating to the Trust and its Funds, including, without limitation, legal services rendered in connection with the Trust and its Funds= existence, trust, and financial structure and relations with its shareholders, registrations and qualifications of securities under Federal, state, and other laws, issues of securities, expenses which the Trust and its Funds have herein assumed, whether customary or not, and extraordinary matters, including, without limitation, any litigation involving the Trust and its Funds, its Trustees, officers, employees, or agents; (m) all charges and expenses of filing annual and other reports with the Commission and other authorities; and (n) all extraordinary expenses and charges of the Trust and its Funds. In the event that the Adviser provides any of these services or pays any of these expenses, the Trust and any affected Fund will promptly reimburse the Adviser therefor. The services of the Adviser to the Trust and its Funds hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. 4. As compensation for the Adviser=s services to the Trust with respect to each Fund during the period of this Agreement, the Trust will pay to the Adviser a fee at the annual rate set forth on Schedule 2 for such Fund. The Adviser=s fee is computed as of the close of business on each business day. A pro rata portion of the Trust=s fee with respect to a Fund shall be payable in arrears at the end of each day or calendar month as the Adviser may from time to time specify to the Trust. If and when this Agreement terminates, any compensation payable hereunder for the period ending with the date of such termination shall be payable upon such termination. Amounts payable hereunder shall be promptly paid when due. 5. The Adviser may enter into an agreement to retain, at its own expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all or any of its Funds all of the services to be provided by the Adviser hereunder, if such agreement is approved as required by law. Such agreement may delegate to such SubAdviser all of Adviser=s rights, obligations, and duties hereunder. 6. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any of its Funds in connection with the performance of this Agreement, except a loss resulting from the Adviser=s willful misfeasance, bad faith, gross negligence, or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, Director, partner, employee, or agent of the Adviser, who may be or become an officer, Trustee, employee, or agent of the Trust, shall be deemed, when rendering services to the Trust or any of its Funds or acting on any business of the Trust or any of its Funds (other than services or business in connection with the Adviser=s duties hereunder), to be rendering such services to or acting solely for the Trust or any of its Funds and not as an officer, Director, partner, employee, or agent or one under the control or direction of the Adviser even though paid by it. 7. The Trust shall cause the books and accounts of each of its Funds to be audited at least once each year by a reputable independent public accountant or organization of public accountant or organization of public accountants who shall render a report to the Trust. 8. Subject to and in accordance with the Declaration of Trust of the Trust, the governing documents of the Adviser and the governing documents of any SubAdviser, it is understood that Trustees, Directors, officers, agents and shareholders of the Trust or any Adviser are or may be interested in the Adviser (or any successor thereof) as Directors and officers of the Adviser or its affiliates, as stockholders of First Union Corporation or otherwise; that Directors, officers and agents of the Adviser and its affiliates or stockholders of First Union Corporation are or may be interested in the Trust or any Adviser as Trustees, Directors, officers, shareholders or otherwise; that the Adviser (or any such successor) is or may be interested in the Trust or any SubAdviser as shareholder, or otherwise; and that the effect of any such adverse interests shall be governed by the Declaration of Trust of the Trust, governing documents of the Adviser and governing documents of any SubAdviser. 9. This Agreement shall continue in effect for two years from the date set forth above and after such date (a) such continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust, and (b) such renewal has been approved by the vote of the majority of Trustees of the Trust who are not interested persons, as that term is defined in the 1940 Act, of the Adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval. 7 10. On sixty days= written notice to the Adviser, this Agreement may be terminated at any time without the payment of any penalty by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of any Fund with respect to that Fund; and on sixty days= written notice to the Trust, this Agreement may be terminated at any time without the payment of any penalty by the Adviser with respect to a Fund. This Agreement shall automatically terminate upon its assignment (as that term is defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postage prepaid, to the other party at the main office of such party. 11. This Agreement may be amended at any time by an instrument in writing executed by both parties hereto or their respective successors, provided that with regard to amendments of substance such execution by the Trust shall have been first approved by the vote of the holders of a majority of the outstanding voting securities of the affected Funds and by the vote of a majority of Trustees of the Trust who are not interested persons (as that term is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or of the Trust, cast in person at a meeting called for the purpose of voting on such approval. A Amajority of the outstanding voting securities@ of the Trust or the affected Funds shall have, for all purposes of this Agreement, the meaning provided therefor in the 1940 Act. 12. Any compensation payable to the Adviser hereunder for any period other than a full year shall be proportionately adjusted. 13. The provisions of this Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. CASH RESOURCE TRUST By: /s/ Michael H. Koonce -------------------------------- Name: Michael H. Koonce Title: Secretary FIRST UNION NATIONAL BANK By: /s/ T. Hal Clarke ------------------------------ Name: T. Hal Clarke Title: Senior Vice President Schedule 1 Evergreen CRT Money Market Fund (formerly Mentor CRT Money Market Fund) Evergreen U.S. Government Money Market Fund (formerly Mentor CRT U.S. Government Money Market Fund) Schedule 2 As compensation for the Advisor's services to each Fund during the period of this Agreement, each Fund will pay to the Adviser a fee at the annual rate of: I. Evergreen CRT Money Market Fund (formerly Mentor CRT Money Market Fund) Evergreen U.S. Government Money Market Fund (formerly Mentor CRT U.S. Government Money Market Fund) Aggregate Net Asset Value Management Fee of Shares of the Fund 0.220% of the first $500,000,000; plus 0.200% of the next $500,000,000; plus 0.175% of the next $1,000,000,000; plus 0.160% of the next $1,000,000,000; and 0.150% of amounts over $3,000,000,000. computed as of the close of business on each business day. EX-99.B(D)(2) 3 0003.txt ADVISORY CONTRACT - EIMC INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT AGREEMENT made the 1st day of November 2000, by and between CASH RESOURCE TRUST, a Massachusetts business trust (the "Trust") and EVERGREEN INVESTMENT MANAGEMENT COMPANY, a Delaware corporation (the "Adviser"). WHEREAS, the Trust and the Adviser wish to enter into an Agreement setting forth the terms on which the Adviser will perform certain services for the Trust, its series of shares as listed on Schedule 1 to this Agreement and each series of shares subsequently issued by the Trust (each singly a AFund@ or collectively the "Funds"). THEREFORE, in consideration of the promises and the mutual agreements hereinafter contained, the Trust and the Adviser agree as follows: 1. (a) The Trust hereby employs the Adviser to manage and administer the operation of the Trust and each of its Funds, to supervise the provision of the services to the Trust and each of its Funds by others, and to manage the investment and reinvestment of the assets of each Fund of the Trust in conformity with such Fund=s investment objectives and restrictions as may be set forth from time to time in the Fund=s then current prospectus and statement of additional information, if any, and other governing documents, all subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations set forth herein, for the compensation provided herein. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) In the event that the Trust establishes one or more Funds, in addition to the Funds listed on Schedule 1, for which it wishes the Adviser to perform services hereunder, it shall notify the Adviser in writing. If the Adviser is willing to render such services, it shall notify the Trust in writing and such Fund shall become a Fund hereunder and the compensation payable to the Adviser by the new Fund will be as agreed in writing at the time. 2. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of each Fund with broker-dealers selected by the Adviser. In executing portfolio transactions and selecting broker-dealers, the Adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934 (the A1934 Act@)) provided to a Fund and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. 3. The Adviser, at its own expense, shall furnish to the Trust office space in the offices of the Adviser or in such other place as may be agreed upon by the parties from time to time, all necessary office facilities, equipment and personnel in connection with its services hereunder, and shall arrange, if desired by the Trust, for members of the Adviser=s organization to serve without salaries from the Trust as officers or, as may be agreed from time to time, as agents of the Trust. The Adviser assumes and shall pay or reimburse the Trust for: (a) the compensation (if any) of the Trustees of the Trust who are affiliated with the Adviser or with its affiliates, or with any adviser retained by the Adviser, and of all officers of the Trust as such; and (b) all expenses of the Adviser incurred in connection with its services hereunder. The Trust assumes and shall pay all other expenses of the Trust and its Funds, including, without limitation: (a) all charges and expenses of any custodian or depository appointed by the Trust for the safekeeping of the cash, securities and other property of any of its Funds; (b) all charges and expenses for bookkeeping and auditors; (c) all charges and expenses of any transfer agents and registrars appointed by the Trust; (d) all fees of all Trustees of the Trust who are not affiliated with the Adviser or any of its affiliates, or with any adviser retained by the Adviser; (e) all brokers= fees, expenses, and commissions and issue and transfer taxes chargeable to a Fund in connection with transactions involving securities and other property to which the Fund is a party; (f) all costs and expenses of distribution of shares of its Funds incurred pursuant to Plans of Distribution adopted under Rule 12b-1 under the Investment Company Act of 1940 (A1940 Act@); (g) all taxes and trust fees payable by the Trust or its Funds to Federal, state, or other governmental agencies; (h) all costs of certificates representing shares of the Trust or its Funds; (i) all fees and expenses involved in registering and maintaining registrations of the Trust, its Funds and of their shares with the Securities and Exchange Commission (the "Commission") and registering or qualifying the Funds= shares under state or other securities laws, including, without limitation, the preparation and printing of registration statements, prospectuses, and statements of additional information for filing with the Commission and other authorities; (j) expenses of preparing, printing, and mailing prospectuses and statements of additional information to shareholders of each Fund of the Trust; (k) all expenses of shareholders= and Trustees= meetings and of preparing, printing, and mailing notices, reports, and proxy materials to shareholders of the Funds; (l) all charges and expenses of legal counsel for the Trust and its Funds and for Trustees of the Trust in connection with legal matters relating to the Trust and its Funds, including, without limitation, legal services rendered in connection with the Trust and its Funds= existence, trust, and financial structure and relations with its shareholders, registrations and qualifications of securities under Federal, state, and other laws, issues of securities, expenses which the Trust and its Funds have herein assumed, whether customary or not, and extraordinary matters, including, without limitation, any litigation involving the Trust and its Funds, its Trustees, officers, employees, or agents; (m) all charges and expenses of filing annual and other reports with the Commission and other authorities; and (n) all extraordinary expenses and charges of the Trust and its Funds. In the event that the Adviser provides any of these services or pays any of these expenses, the Trust and any affected Fund will promptly reimburse the Adviser therefor. The services of the Adviser to the Trust and its Funds hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. 4. As compensation for the Adviser=s services to the Trust with respect to each Fund during the period of this Agreement, the Trust will pay to the Adviser a fee at the annual rate set forth on Schedule 2 for such Fund. The Adviser=s fee is computed as of the close of business on each business day. A pro rata portion of the Trust's fee with respect to a Fund shall be payable in arrears at the end of each day or calendar month as the Adviser may from time to time specify to the Trust. If and when this Agreement terminates, any compensation payable hereunder for the period ending with the date of such termination shall be payable upon such termination. Amounts payable hereunder shall be promptly paid when due. 5. The Adviser may enter into an agreement to retain, at its own expense, a firm or firms ("SubAdviser") to provide the Trust with respect to all or any of its Funds all of the services to be provided by the Adviser hereunder, if such agreement is approved as required by law. Such agreement may delegate to such SubAdviser all of Adviser=s rights, obligations, and duties hereunder. 6. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any of its Funds in connection with the performance of this Agreement, except a loss resulting from the Adviser=s willful misfeasance, bad faith, gross negligence, or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, Director, partner, employee, or agent of the Adviser, who may be or become an officer, Trustee, employee, or agent of the Trust, shall be deemed, when rendering services to the Trust or any of its Funds or acting on any business of the Trust or any of its Funds (other than services or business in connection with the Adviser=s duties hereunder), to be rendering such services to or acting solely for the Trust or any of its Funds and not as an officer, Director, partner, employee, or agent or one under the control or direction of the Adviser even though paid by it. 7. The Trust shall cause the books and accounts of each of its Funds to be audited at least once each year by a reputable independent public accountant or organization of public accountant or organization of public accountants who shall render a report to the Trust. 8. Subject to and in accordance with the Declaration of Trust of the Trust, the governing documents of the Adviser and the governing documents of any SubAdviser, it is understood that Trustees, Directors, officers, agents and shareholders of the Trust or any Adviser are or may be interested in the Adviser (or any successor thereof) as Directors and officers of the Adviser or its affiliates, as stockholders of First Union Corporation or otherwise; that Directors, officers and agents of the Adviser and its affiliates or stockholders of First Union Corporation are or may be interested in the Trust or any Adviser as Trustees, Directors, officers, shareholders or otherwise; that the Adviser (or any such successor) is or may be interested in the Trust or any SubAdviser as shareholder, or otherwise; and that the effect of any such adverse interests shall be governed by the Declaration of Trust of the Trust, governing documents of the Adviser and governing documents of any SubAdviser. 9. This Agreement shall continue in effect for two years from the date set forth above and after such date (a) such continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust, and (b) such renewal has been approved by the vote of the majority of Trustees of the Trust who are not interested persons, as that term is defined in the 1940 Act, of the Adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval. 10. On sixty days' written notice to the Adviser, this Agreement may be terminated at any time without the payment of any penalty by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of any Fund with respect to that Fund; and on sixty days= written notice to the Trust, this Agreement may be terminated at any time without the payment of any penalty by the Adviser with respect to a Fund. This Agreement shall automatically terminate upon its assignment (as that term is defined in the 1940 Act). Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postage prepaid, to the other party at the main office of such party. 11. This Agreement may be amended at any time by an instrument in writing executed by both parties hereto or their respective successors, provided that with regard to amendments of substance such execution by the Trust shall have been first approved by the vote of the holders of a majority of the outstanding voting securities of the affected Funds and by the vote of a majority of Trustees of the Trust who are not interested persons (as that term is defined in the 1940 Act) of the Adviser, any predecessor of the Adviser, or of the Trust, cast in person at a meeting called for the purpose of voting on such approval. A "majority of the outstanding voting securities" of the Trust or the affected Funds shall have, for all purposes of this Agreement, the meaning provided therefor in the 1940 Act. 12. Any compensation payable to the Adviser hereunder for any period other than a full year shall be proportionately adjusted. 13. The provisions of this Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. CASH RESOURCE TRUST By: /s/ Michael H. Koonce -------------------------------- Name: Michael H. Koonce Title: Secretary EVERGREEN INVESTMENT MANAGEMENT COMPANY By: /s/ Christopher C. Conkey -------------------------------- Name: Christopher C. Conkey Title: Chief Investment Officer Schedule 1 Evergreen CRT California Tax-Exempt Money Market Fund (formerly Mentor CRT California Tax-Exempt Money Market Fund) Evergreen CRT New York Tax-Exempt Money Market Fund (formerly Mentor CRT New York Tax-Exempt Money Market Fund) Evergreen CRT Tax-Exempt Money Market Fund (formerly Mentor CRT Tax-Exempt Money Market Fund Schedule 2 As compensation for the Advisor's services to the Fund during the period of this Agreement, each Fund will pay to the Adviser a fee at the annual rate of: I. Evergreen CRT California Tax-Exempt Money Market Fund (formerly Mentor CRT California Tax-Exempt Money Market Fund) Evergreen CRT New York Tax-Exempt Money Market Fund (formerly Mentor CRT New York Tax-Exempt Money Market Fund) Evergreen CRT Tax-Exempt Money Market Fund (formerly Mentor CRT Tax-Exempt Money Market Fund) Aggregate Net Asset Value Management Fee of the Shares of the Fund 0.220% of the first $500,000,000, plus 0.200% of the next $500,000,000, plus 0.175% of the next $1,000,000,000, plus 0.160% of the next $1,000,000,000, plus 0.150% of amounts over $3,000,000,000; computed as of the close of business on each business day. EX-99.B(E) 4 0004.txt FORM OF DIST.AGRMT - CL. A FORM OF PRINCIPAL UNDERWRITING AGREEMENT CASH RESOURCE TRUST CLASS A SHARES AGREEMENT made this 1st day of October, 1999 by and between Cash Resource Trust on behalf of its series listed on Exhibit A attached hereto and made a part hereof (such Trust and series referred to herein as "Fund" individually or "Funds" collectively) and Evergreen Distributor, Inc., a Delaware corporation ("Principal Underwriter"). It is hereby mutually agreed as follows: 1. The Fund hereby appoints Principal Underwriter a principal underwriter of the Classes of beneficial interest of the Fund listed on Exhibit A ("Shares") as an independent contractor upon the terms and conditions hereinafter set forth. Except as the Fund may from time to time agree, Principal Underwriter will act as agent for the Fund and not as principal. 2. Principal Underwriter will use its best efforts to find purchasers for the Shares, to promote distribution of the Shares and may obtain orders from brokers, dealers or other persons for sales of Shares to them. No such broker, dealer or other person shall have any authority to act as agent for the Fund; such dealer, broker or other person shall act only as principal in the sale of Shares. 3. Sales of Shares by Principal Underwriter shall be at the applicable public offering price determined in the manner set forth in the prospectus and/or statement of additional information of the Fund current at the time of the Fund's acceptance of the order for Shares; provided that Principal Underwriter also shall have the right to sell Shares at net asset value, if such sale is permissible under and consistent with applicable statutes, rules, regulations and orders. All orders shall be subject to acceptance by the Fund, and the Fund reserves the right in its sole discretion to reject any order received. The Fund shall not be liable to anyone for failure to accept any order. 4. On all sales of Shares, the Fund shall receive the current net asset value. 5. Payment to the Fund for Shares shall be in New York or Boston Clearing House funds received by Principal Underwriter within (3) business days after notice of acceptance of the purchase order and the amount of the applicable public offering price has been given to the purchaser. If such payment is not received within such 3-day period, the Fund reserves the right, without further notice, forthwith to cancel its acceptance of any such order. The Fund shall pay such issue taxes as may be required by law in connection with the issuance of the Shares. 6. Principal Underwriter shall not make in connection with any sale or solicitation of a sale of the Shares any representations concerning the Shares except those contained in the then current prospectus and/or statement of additional information covering the Shares and in printed information approved by the Fund as information supplemental to such prospectus and statement of additional information. Copies of the then current prospectus and statement of additional information will be supplied by the Fund to Principal Underwriter in reasonable quantities upon request. 7. Principal Underwriter agrees to comply with the Business Conduct Rules of the National Association of Securities Dealers, Inc. 8. The Fund appoints Principal Underwriter as its agent to accept orders for redemptions and repurchases of Shares at values and in the manner determined in accordance with the then current prospectus and/or statement of additional information of the Fund. 9. The Fund agrees to indemnify and hold harmless the Principal Underwriter, its officers and Directors and each person, if any, who controls the Principal Underwriter within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act"), against any losses, claims, damages, liabilities and expenses (including the cost of any legal fees incurred in connection therewith) which the Principal Underwriter, its officers, Directors or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, arising out of or based upon a) any untrue statement or alleged untrue statement of a material fact contained in the Fund's registration statement, prospectus or statement of additional information (including amendments and supplements thereto), or b) any omission or alleged omission to state a material fact required to be stated in the Fund's registration statement, prospectus or statement of additional information necessary to make the statements therein not misleading, provided, however, that insofar as losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance and in conformity with information furnished to the Fund by the Principal Underwriter for use in the Fund's registration statement, prospectus or statement of additional information, such indemnification is not applicable. In no case shall the Fund indemnify the Principal Underwriter or its controlling person as to any amounts incurred for any liability arising out of or based upon any action for which the Principal Underwriter, its officers and Directors or any controlling person would otherwise be subject to liability by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its obligations and duties under this Agreement. 10. The Principal Underwriter agrees to indemnify and hold harmless the Fund, its officers, Trustees and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act against any loss, claims, damages, liabilities and expenses (including the cost of any legal fees incurred in connection therewith) which the Fund, its officers, Trustees or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise arising out of the acquisition of any Shares by any person which a) may be based upon any wrongful act by the Principal Underwriter or any of its employees or representatives, or b) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund's registration statement, prospectus or statement of additional information (including amendments and supplements thereto), or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by the Principal Underwriter. 11. The Fund agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by Principal Underwriter for the purpose of qualifying the Shares for sale under the so-called 'blue sky' laws of any state or for registering Shares under the 1933 Act or the Fund under the Investment Company Act of 1940 ('1940 Act'). Principal Underwriter shall bear the expense of preparing, printing and distributing advertising, sales literature, prospectuses and statements of additional information. The Fund shall bear the expense of registering Shares under the 1933 Act and the Fund under the 1940 Act, qualifying Shares for sale under the so-called 'blue sky' laws of any state, the preparation and printing of prospectuses, statements of additional information and reports required to be filed with the Securities and Exchange Commission and other authorities, the preparation, printing and mailing of prospectuses and statements of additional information to shareholders of the Fund and the direct expenses of the issuance of Shares. 12. This Agreement shall become effective as of the date of the commencement of operations of the Fund and shall remain in force for two years unless sooner terminated or continued as provided below. This Agreement shall continue in effect after such term if its continuance is specifically approved by a majority of the Trustees of the Fund at least annually in accordance with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees or by a vote of a majority of the Fund's outstanding Shares on not more than sixty (60) days written notice to any other party to the Agreement; and shall terminate automatically in the event of its assignment (as defined in the 1940 Act). 13. This Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts. All sales hereunder are to be made, and title shall pass, in Boston, Massachusetts. 14. The Fund is a series of a Delaware business trust established under a Declaration of Trust, as it may be amended from time to time. The obligations of the Fund are not personally binding upon, nor shall recourse be had against, the private property of any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the property of the Fund shall be bound. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized at Boston, Massachusetts, as of the day and year first written above. CASH RESOURCE TRUST By: ----------------------------------- Name: Title: EVERGREEN DISTRIBUTOR, INC. By: ---------------------------------- Name: Title: EXHIBIT A As of ________, ____ CASH RESOURCE TRUST Evergreen CRT California Tax-Exempt Money Market Fund Evergreen CRT Money Market Fund Evergreen CRT New York Tax-Exempt Money Market Fund Evergreen CRT Tax-Exempt Money Market Fund Evergreen U.S. Government Money Market Fund EXHIBIT B TO PRINCIPAL UNDERWRITING AGREEMENT DATED ____________, ____ Schedule of Payments Class A Shares Up to 0.__% annually of the average daily net asset value of Class A shares of a Fund A sales charge, the difference between the current offering price of Shares, as set forth in the current prospectus for each Fund, and the net asset value, less any reallowance that is payable in accordance with the sales charge schedule in effect at any given time with respect to the Shares EX-99.B(F) 5 0005.txt DEFERRED COMP PLAN 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. (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. 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: ___________________ 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, 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: EX-99.B(G) 6 0006.txt CUSTODY AGREEMENT CUSTODIAN AGREEMENT This Agreement between CASH RESOURCE TRUST, a business trust organized and existing under the laws of The Commonwealth of Massachusetts with its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116-5034 (the "Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Custodian"), WITNESSETH: WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and WHEREAS, the Fund intends that this Agreement be applicable to the series set forth Cash Resource Money Market Fund, Cash Resource U.S. Government Money Market Fund, Cash Resource Tax-Exempt Money Market Fund, Cash Resource California Tax-Exempt Money Market Fund and Cash Resource New York Tax-Exempt Money Market Fund (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 18, be referred to herein as the "Portfolio(s)"); NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT The Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio desires to be held in places within the United States ("domestic securities") and securities it desires to be held outside the United States ("foreign securities") pursuant to the provisions of the Fund's Declaration of Trust. The Fund on behalf of the Portfolio(s) agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Fund representing interests in the Portfolios ("Shares") as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to the Custodian. Upon receipt of "Proper Instructions" (as such term is defined in Section 6 hereof), the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Fund (the "Board of Trustees") on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may employ as sub-custodian for the Fund's foreign securities on behalf of the applicable Portfolio(s) the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto but only in accordance with the applicable provisions of Sections 3 and 4. SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN IN THE UNITED STATES SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States including all domestic securities owned by such Portfolio, other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. Securities System") and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper") which is deposited and/or maintained in the Direct Paper System of the Custodian (the "Direct Paper System") pursuant to Section 2.9. SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account") only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor; 2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; 3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof; 4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio; 5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; 6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; 7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct; 8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 10) For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral; 11) For delivery as security in connection with any borrowing by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed; 12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund; 13) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund; 14) Upon receipt of instructions from the transfer agent for the Fund (the "Transfer Agent") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the "Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and 15) For any other proper trust purpose, but only upon receipt of, in addition to Proper Instructions from the Fund on behalf of the applicable Portfolio, a copy of a resolution of the Board of Trustees or of the Executive Committee thereof signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary thereof (a "Certified Resolution"), specifying the securities of the Portfolio to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom delivery of such securities shall be made. SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in "street name" or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in "street name", the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers. SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolio's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled. SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only: 1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.9; (d) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein; 2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof; 3) For the redemption or repurchase of Shares issued as set forth in Section 5 hereof; 4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; 5) For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund; 6) For payment of the amount of dividends received in respect of securities sold short; 7) For any other proper trust purpose, but only upon receipt of, in addition to Proper Instructions from the Fund on behalf of the Portfolio, a copy of a Certified Resolution specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom such payment is to be made. SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by a Portfolio in a clearing agency registered with the United States Securities and Exchange Commission (the "SEC") under Section 17A of the Exchange Act , which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "U.S. Securities System" in accordance with applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions: 1) The Custodian may keep securities of the Portfolio in a U.S. Securities System provided that such securities are represented in an account of the Custodian in the U.S. Securities System (the "U.S. Securities System Account") which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to securities of the Portfolio which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Portfolio; 3) The Custodian shall pay for securities purchased for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that such securities have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Portfolio. The Custodian shall transfer securities sold for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Portfolio. Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Portfolio shall identify the Portfolio, be maintained for the Portfolio by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio in the form of a written advice or notice and shall furnish to the Fund on behalf of the Portfolio copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of the Portfolio; 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System; 5) The Custodian shall have received from the Fund on behalf of the Portfolio the initial or annual certificate, as the case may be, required by Section 15 hereof; 6) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for the benefit of the Portfolio for any loss or damage to the Portfolio resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Portfolio has not been made whole for any such loss or damage. SECTION 2.9 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The Custodian may deposit and/or maintain securities owned by a Portfolio in the Direct Paper System of the Custodian subject to the following provisions: 1) No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions from the Fund on behalf of the Portfolio; 2) The Custodian may keep securities of the Portfolio in the Direct Paper System only if such securities are represented in the Direct Paper System Account, which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 3) The records of the Custodian with respect to securities of the Portfolio which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to the Portfolio; 4) The Custodian shall pay for securities purchased for the account of the Portfolio upon the making of an entry on the records of the Custodian to reflect such payment and transfer of securities to the account of the Portfolio. The Custodian shall transfer securities sold for the account of the Portfolio upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Portfolio; 5) The Custodian shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund on behalf of the Portfolio copies of daily transaction sheets reflecting each day's transaction in the Direct Paper System for the account of the Portfolio; 6) The Custodian shall provide the Fund on behalf of the Portfolio with any report on its system of internal accounting control as the Fund may reasonably request from time to time. SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the SEC relating to the maintenance of segregated accounts by registered investment companies and (iv) for other proper trust purposes, but only, in the case of clause (iv), upon receipt of, in addition to Proper Instructions from the Fund on behalf of the applicable Portfolio, a copy of a Certified Resolution setting forth the purpose or purposes of such segregated account and declaring such purpose(s) to be a proper trust purpose. SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities. SECTION 2.12 PROXIES. The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities. SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. SECTION 3. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER OF THE PORTFOLIOS SECTION 3.1. DEFINITIONS. The following capitalized terms shall have the indicated meanings: "Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment; economic and financial infrastructure (including financial institutions such as any Mandatory Securities Depositories operating in the country); prevailing or developing custody and settlement practices; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country. "Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC, or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act, except that the term does not include Mandatory Securities Depositories. "Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments. "Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule 17f-5. "Mandatory Securities Depository" means a foreign securities depository or clearing agency that, either as a legal or practical matter, must be used if the Fund, on the Portfolios' behalf, determines to place Foreign Assets in a country outside the United States (i) because required by law or regulation; (ii) because securities cannot be withdrawn from such foreign securities depository or clearing agency; or (iii) because maintaining or effecting trades in securities outside the foreign securities depository or clearing agency is not consistent with prevailing or developing custodial or market practices. SECTION 3.2. DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Fund, by resolution adopted by the Board of Trustees, hereby delegates to the Custodian with respect to the Portfolios, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation, as Foreign Custody Manager with respect to the Portfolios. SECTION 3.3. COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A of this Contract, which may be amended from time to time by the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios. Mandatory Securities Depositories are listed on Schedule B to this Contract, which may be amended from time to time by the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedules A and B in accordance with Section 3.7 hereof. Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund on behalf of the Portfolios of the applicable account opening requirements for the country, the Foreign Custody Manager shall be deemed to have been delegated by the Board of Trustees on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board of Trustees on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country. The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period as to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn. SECTION 3.4. SCOPE OF DELEGATED RESPONSIBILITIES. 3.4.1. Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States. 3.4.2. Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract (or the rules or established practices or procedures in the case of an Eligible Foreign Custodian that is a foreign securities depository or clearing agency) governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will provide reasonable care for the Foreign Assets held by that Eligible Foreign Custodian based on the standards applicable to custodians in the particular country. Each such contract shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that each Portfolio will be adequately protected against the risk of loss of the Foreign Assets held in accordance with such contract; (ii) that the Foreign Assets will not be subject to any right, security interest, or lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the Foreign Assets as belonging to the applicable Portfolio or as being held by a third party for the benefit of such Portfolio; (v) that the independent public accountants for each Portfolio will be given access to those records or confirmation of the contents of those records; and (vi) that the Fund will receive periodic reports with respect to the safekeeping of the Foreign Assets, including, but not limited to, notification of any transfer of the Foreign Assets to or from a Portfolio's account or a third party account containing the Foreign Assets held for the benefit of the Portfolio, or, in lieu of any or all of the provisions set forth in (i) through (vi) above, such other provisions that the Foreign Custody Manager determines will provide, in their entirety, the same or greater level of care and protection for the Foreign Assets as the provisions set forth in (i) through (vi) above, in their entirety. 3.4.3. Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board of Trustees in accordance with Section 3.7 hereunder. SECTION 3.5. GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3, the Board of Trustees shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios. The Fund, on behalf of the Portfolios, and the Custodian each expressly acknowledge that the Foreign Custody Manager shall not be delegated any responsibilities under this Section 3 with respect to Mandatory Securities Depositories. SECTION 3.6. STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF THE PORTFOLIOS. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise. SECTION 3.7. REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board of Trustees amended Schedules A or B at the end of the calendar quarter in which an amendment to either Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of Trustees of any other material change in the foreign custody arrangements of the Portfolios described in this Article 3 after the occurrence of the material change. SECTION 3.8. REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board of Trustees has determined that it is reasonable for the Board of Trustees to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios. SECTION 3.9. EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board of Trustees' delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date of execution of this Agreement and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.3 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries. SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD OUTSIDE OF THE UNITED STATES SECTION 4.1 DEFINITIONS. Capitalized terms in this Section 4 shall ----------- have the following meanings: "Foreign Securities System" means either a clearing agency or a securities depository listed on Schedule A hereto or a Mandatory Securities Depository listed on Schedule B hereto. "Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian. SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii) the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian. SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country only through arrangements implemented by the Foreign Sub-Custodian in such country pursuant to the terms of this Agreement. SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. 4.4.1. Delivery of Foreign Securities. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: (i) upon the sale of such foreign securities for the Portfolios in accordance with reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System in accordance with the rules governing the operation of the Foreign Securities System; (ii) in connection with any repurchase agreement related to foreign securities; (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; (v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct; (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; (ix) or delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios; (x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin; (xi) in connection with the lending of foreign securities; and (xii) for any other proper trust purpose, but only upon receipt of, in addition to Proper Instructions, a copy of a Certified Resolution specifying the foreign securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom delivery of such securities shall be made. 4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only: (i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System; (ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio; (iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses; (iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; (v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin; (vii) in connection with the borrowing or lending of foreign securities; and (viii) for any other proper trust purpose, but only upon receipt of, in addition to Proper Instructions, a copy of a Certified Resolution specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom such payment is to be made. 4.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice. SECTION 4.6. BANK ACCOUNTS. A bank account or bank accounts opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian shall be subject only to draft or order by the Custodian or such Foreign Sub-Custodian, acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable endeavors to collect all income and other payments in due course with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. SECTION 4.8. PROXIES. The Custodian will generally with respect to the foreign securities held under this Section 4 use its reasonable endeavors to facilitate the exercise of voting and other shareholder proxy rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights. SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the Fund written information (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith) received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three (3) business days prior to the date on which such right or power is to be exercised. SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS. Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim. SECTION 4.11. TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information. SECTION 4.12. CONFLICT. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Section 3 hereof, in the event of any conflict between the provisions of Sections 3 and 4 hereof, the provisions of Section 3 shall prevail. SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio. From such funds as may be available for the purpose but subject to the limitations of the Fund's Declaration of Trust and any applicable votes of the Board of Trustees pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian. SECTION 6. PROPER INSTRUCTIONS Proper Instructions as used throughout this Agreement means a writing signed or initialed by one or more person or persons as the Board of Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Trustees accompanied by a detailed description of procedures approved by the Board of Trustees, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Board of Trustees and the Custodian are satisfied that such procedures afford adequate safeguards for the Portfolios' assets. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three - party agreement which requires a segregated asset account in accordance with Section 2.10. SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY The Custodian may in its discretion, without express authority from the Fund on behalf of each applicable Portfolio: 1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; 2) surrender securities in temporary form for securities in definitive form; 3) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and 4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board of Trustees. SECTION 8. EVIDENCE OF AUTHORITY The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a Certified Resolution as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board of Trustees pursuant to the Fund's Declaration of Trust as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. SECTION 9. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Trustees to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus. SECTION 10. RECORDS The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as the Fund on behalf of each applicable Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof. SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS The Custodian shall provide the Fund, on behalf of each of the Portfolios at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (collectively referred to herein as the "Securities Systems"), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. SECTION 13. COMPENSATION OF CUSTODIAN The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund on behalf of each applicable Portfolio and the Custodian. SECTION 14. RESPONSIBILITY OF CUSTODIAN So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to the Fund and the Portfolios for any loss, liability, claim or expense resulting from or caused by anything which is (A) part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism, or (B) part of the "prevailing country risk" of the Portfolios, as such term is used in SEC Release Nos. IC-22658; IS-1080 (May 12, 1997) or as such term or other similar terms are now or in the future interpreted by the SEC or by the staff of the Division of Investment Management thereof. Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or the Investment Advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any existing, or any provision of any future, law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement. In no event shall the Custodian be liable for indirect, special or consequential damages. SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to a Portfolio act under Section 2.8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of a particular Securities System by such Portfolio, as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not with respect to a Portfolio act under Section 2.9 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such Portfolio; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund's Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. SECTION 16. SUCCESSOR CUSTODIAN If a successor custodian for one or more Portfolios shall be appointed by the Board of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS In connection with the operation of this Agreement, the Custodian and the Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Fund's Declaration of Trust. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. SECTION 18. ADDITIONAL FUNDS In the event that the Fund establishes one or more series of Shares in addition to those set forth on Schedule C with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder. SECTION 19. MASSACHUSETTS LAW TO APPLY This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts. SECTION 20. PRIOR AGREEMENTS This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between the Fund on behalf of each of the Portfolios and the Custodian relating to the custody of the Fund's assets. SECTION 21. NOTICES. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time. To the Fund: CASH RESOURCE TRUST c/o First Union Corporation - Legal Division 200 Berkeley Street Boston, Massachusetts 02116-5034 Attention: Sally E. Ganem, Esq. Telephone: 617-210-3691 Telecopy: 617-210-3468 To the Custodian: STATE STREET BANK AND TRUST COMPANY Lafayette Corporate Center, LCC/3SW 2 Avenue de Lafayette Boston, MA 02111 Attention: William E. Monaghan, II, Vice President Telephone: 617-662-2401 Telecopy: 617-662-2198 Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting. SECTION 22. REPRODUCTION OF DOCUMENTS This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. SECTION 23. SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES [ ] The Custodian is authorized to release the Fund's name, address, and share positions. NO [ ] The Custodian is not authorized to release the Fund's name, address, and share positions. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of June 14, 1999. EVERGREEN MUNICIPAL TRUST FUND SIGNATURE ATTESTED TO BY: By: /s/ Terry L. Perkins By: /s/ Sally E. Ganem --------------------------- --------------------------- Name: Terry L. Perkins Name: Sally E. Ganem Title: Treasurer Title: Vice President STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY: By: /s/ Ronald E. Logue By: /s/ Stephanie L. Poster --------------------------- --------------------------- Name: Ronald E. Logue Name: Stephanie L. Poster Title: Executive Vice President Title: Vice President SCHEDULE A STATE STREET GLOBAL CUSTODY NETWORK SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES Non-Mandatory Country Subcustodian Depositories - --------- ------------ ------------- Argentina Citibank, N.A. -- Australia Westpac Banking Corporation -- Austria Erste Bank der oesterreichischen -- Sparkasen AG Bahrain The British Bank of the Middle East -- (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Bangladesh Standard Chartered Bank -- Belgium Generale Bank -- Bermuda The Bank of Bermuda Limited -- Bolivia Banco Boliviano Americano -- Botswana Barclays Bank of Botswana Limited -- Brazil Citibank, N.A. -- Bulgaria ING Bank N.V. -- Canada Canada Trustco Mortgage Company -- Chile Citibank, N.A. -- People's Republic The Hongkong and Shanghai -- of China Banking Corporation Limited, Shanghai and Shenzhen branches Colombia Cititrust Colombia S.A. -- Sociedad Fiduciaria Croatia Privredana banka Zagreb d.d -- Cyprus Barclays Bank PLC -- Cyprus Offshore Banking Unit Czech Republic Ceskoslovenska Obchodni -- Banka A.S. Denmark Den Danske Bank -- Ecuador Citibank, N.A. -- Egypt National Bank of Egypt -- Estonia Hansabank -- Finland Merita Bank Ltd. -- France Banque Paribas -- Germany Dresdner Bank AG -- Ghana Barclays Bank of Ghana Limited -- Greece National Bank of Greece S.A Bank of Greece Hong Kong Standard Chartered Bank -- Hungary Citibank Budapest Rt. -- India Deutsche Bank AG; -- The Hongkong and Shanghai Banking Corporation Limited Indonesia Standard Chartered Bank -- Ireland Bank of Ireland -- Israel Bank Hapoalim B.M. -- Italy Banque Paribas -- Ivory Coast Societe Generale de Banques -- en Cote d'Ivoire Jamaica Scotiabank Trust and Merchant Bank -- Japan The Daiwa Bank, Limited; Japan Securities The Fuji Bank, Limited Depository Center; Jordan The British Bank of the Middle East -- (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Kenya Barclays Bank of Kenya Limited -- Republic of Korea The Hongkong and Shanghai Banking -- Corporation Limited Latvia Hansabank -- Lebanon The British Bank of the Middle East Custodian and (as delegate of the Hongkong and Clearing Center Shanghai Banking Corporation Limited) of Financial Instruments for Lebanon (MIDCLEAR) S.A.L.; Lithuania Vilniaus Bankas AB -- Malaysia Standard Chartered Bank -- Malaysia Berhad Mauritius The Hongkong and Shanghai -- Banking Corporation Limited Mexico Citibank Mexico, S.A. -- Morocco Banque Commerciale du Maroc -- Namibia (via) Standard Bank of South Africa - The Netherlands MeesPierson N.V. -- New Zealand ANZ Banking Group -- (New Zealand) Limited Norway Christiania Bank og -- Kreditkasse Oman The British Bank of the Middle East -- (as delegate of the Hongkong and Shanghai Banking Corporation Limited) Pakistan Deutsche Bank AG -- Peru Citibank, N.A. -- Philippines Standard Chartered Bank -- Poland Citibank Poland S.A. -- Portugal Banco Comercial Portugues -- Romania ING Bank, N.V. -- Russia Credit Suisse First Boston, Zurich -- via Credit Suisse First Boston Limited, Moscow Singapore The Development Bank -- of Singapore Ltd. Slovak Republic Ceskoslovenska Obchodna - Banka A.S. Slovenia Banka Creditanstalt d.d. -- South Africa Standard Bank of South Africa Limited -- Spain Banco Santander, S.A. -- Sri Lanka The Hongkong and Shanghai -- Banking Corporation Limited Swaziland Barclays Bank of Swaziland Limited -- Sweden Skandinaviska Enskilda Banken -- Switzerland Union Bank of Switzerland -- Taiwan - R.O.C. Central Trust of China -- Thailand Standard Chartered Bank -- Trinidad & Tobago Republic Bank Ltd. -- Tunisia Banque Internationale Arabe de Tunisie -- Turkey Citibank, N.A. -- United Kingdom State Street Bank and Trust -- Uruguay Citibank, N.A. -- Venezuela Citibank, N.A. -- Zambia Barclays Bank of Zambia Limited -- Zimbabwe Barclays Bank of Zimbabwe Limited -- Euroclear (The Euroclear System) Cedel (Cedel Bank, societe anonyme) INTERSETTLE (for EASDAQ Securities) SCHEDULE B STATE STREET GLOBAL CUSTODY NETWORK MANDATORY* DEPOSITORIES Country Mandatory Depositories - ---------- ------------------------------------------ Argentina -Caja de Valores S.A.; -CRYL Australia -Austraclear Limited; -Reserve Bank Information and Transfer System Austria -Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) Belgium -Caisse Interprofessionnelle de Depots et de Virements de Titres S.A.; -Banque Nationale de Belgique Brazil - Camara de Liquidacao de Sao Paulo, (Calispa); -Bolsa de Valores de Rio de Janeiro - All SSB clients presently use Calispa -Central de Custodia e de Liquidacao Financeira de Titulos -Banco Central do Brasil, Systema Especial de Liquidacao e Custodia Bulgaria - Central Depository AD Canada -The Canadian Depository for Securities Limited; West Canada Depository Trust Company [depositories linked] People's Republic -Shanghai Securities Central Clearing and of China Registration Corporation; -Shenzhen Securities Central Clearing Co., Ltd. Croatia Ministry of Finance Czech Republic --Stredisko cennych papiru; -Czech National Bank Denmark -Vaerdipapircentralen - The Danish Securities Center Egypt -Misr Company for Clearing, Settlement, and Central Depository Estonia - Eesti Vaartpaberite Keskdepositooruim Finland -The Finnish Central Securities Depository France -Societe Interprofessionnelle pour la Compensation des Valeurs Mobilieres; -Banque de France, Saturne System Germany -The Deutscher Kassenverein AG Greece -The Central Securities Depository (Apothetirion Titlon A.E.); Hong Kong -The Central Clearing and Settlement System; -The Central Money Markets Unit Hungary -The Central Depository and Clearing House (Budapest) Ltd. [Mandatory for Gov't Bonds only; SSB does not use for other securities] India The National Securities Depository Limited Indonesia -Bank of Indonesia Ireland -The Central Bank of Ireland, The Gilt Settlement Office Israel -The Clearing House of the Tel Aviv Stock Exchange; -Bank of Israel Italy -Monte Titoli S.p.A.; -Banca d'Italia Japan -Bank of Japan Net System Republic of Korea -Korea Securities Depository Corporation Latvia - The Latvian Central Depository Lebanon -The Central Bank of Lebanon Lithuania - The Central Securities Depository of Lithuania Malaysia -Malaysian Central Depository Sdn. Bhd.; -Bank Negara Malaysia, Scripless Securities Trading and Safekeeping Systems Mauritius -The Central Depository & Settlement Co. Ltd. Mexico -S.D. INDEVAL, S.A. de C.V. (Instituto para el Deposito de Valores); The Netherlands -Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("NECIGEF"); New Zealand -New Zealand Central Securities Depository Limited Norway -Verdipapirsentralen - The Norwegian Registry of Securities Oman -Muscat Securities Market Peru -Caja de Valores y Liquidaciones (CAVALI, S.A.) Philippines -The Philippines Central Depository Inc. -The Book-Entry-System of Bangko Sentral ng Pilipinas; -The Registry of Scripless Securities of the Bureau of the Treasury Poland -The National Depository of Securities (Krajowy Depozyt Papierow Wartos'ciowych); -National Bank of Poland Portugal -Central de Valores Mobiliarios Romania -National Securities Clearing, Settlement and Depository Co.; -Bucharest Stock Exchange; -National Bank of Romania Singapore -The Central Depository (Pvt.) Limited; -Monetary Authority of Singapore Slovak Republic -Stredisko Cennych Papierov; -National Bank of Slovakia Slovenia - Klirinsko Depotna Bruzba South Africa -The Central Depository Limited Spain -Servicio de Compensacion y Liquidacion de Valores, S.A.; -Banco de Espana, Anotaciones en Cuenta Sri Lanka -Central Depository System (Pvt) Limited Sweden -Vardepapperscentralen VPC AB - The Swedish Central Securities Depository Switzerland -Schweizerische Effekten - Giro AG; Taiwan - R.O.C. -The Taiwan Securities Central Depository Company, Ltd. Thailand -Thailand Securities Depository Company Limited Tunisia -STICODEVAM; -Central Bank of Tunisia; -Tunisian Treasury Turkey -Takas ve Saklama Bankasi A.S.; -Central Bank of Turkey United Kingdom -The Bank of England, The Central Gilts Office; The Central Moneymarkets Office Uruguay -Central Bank of Uruguay Zambia -Lusaka Central Depository * Mandatory depositories include entities for which use is mandatory as a matter of law or effectively mandatory as a matter of market practice. SCHEDULE C MARKET INFORMATION
Publication/Type of Information Brief Description - ------------------------------------- ------------------- (Frequency) The Guide to Custody in World Markets An overview of saftekeeping and settlement - ------------------------------------- practices and procedures in each market in which (annually) State Street Bank and Trust Company offers custodial services. Global Custody Network Review Information relating to the operating history and - ----------------------------- structure of depositories and subcustodians located - in the markets (annually) in which State Street Bank and Trust Company offers custodial services, including transnational depositories. Global Legal Survey With respect to each market in which State Street - ------------------- Bank and Trust Company offers custodial services, (annually) opinions relating to whether local law restricts (i) access of a fund's independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) the Fund's ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) the Fund's ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. Subcustodian Agreements Copies of the Subcustodian contracts State Street - ----------------------- Bank and Trust Company has entered into with each (annually) subcustodian in the markets in which State Street Bank and Trust Company offers subcustody services to its US mutual fund clients. Network Bulletin (weekly): Developments of interest to investors in the markets in which State Street Bank and Trust Company offers custodial services. Foreign Custody Advisors (as With respect to markets in which State Street Bank Necessary): and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street's ability to deliver expected level of service.
DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT Addendum to the Custodian Agreement between CASH RESOURCE TRUST (the "Customer") and State Street Bank and Trust Company ("State Street"). PREAMBLE WHEREAS, State Street has been appointed as custodian of certain assets of the Customer pursuant to a certain Custodian Agreement (the "Custodian Agreement") dated as of June 14, 1999; WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Street's proprietary Multicurrency HORIZONSM Accounting System, in its role as custodian of the Customer, and maintains certain Customer-related data ("Customer Data") in databases under the control and ownership of State Street (the "Data Access Services"); and WHEREAS, State Street makes available to the Customer certain Data Access Services solely for the benefit of the Customer, and intends to provide additional services, consistent with the terms and conditions of this Addendum. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows: 1. SYSTEM AND DATA ACCESS SERVICES a. System. Subject to the terms and conditions of this Addendum, State Street hereby agrees to provide the Customer with access to State Street's Multicurrency HORIZONSM Accounting System and the other information systems (collectively, the "System") as described in Attachment A, on a remote basis for the purpose of obtaining reports and information, solely on computer hardware, system software and telecommunication links as listed in Attachment B (the "Designated Configuration") of the Customer, or certain third parties approved by State Street that serve as investment advisors or investment managers of the Customer (the "Investment Advisor"), and solely with respect to the Customer or on any designated substitute or back-up equipment configuration with State Street's written consent, such consent not to be unreasonably withheld. b. Data Access Services. State Street agrees to make available to the Customer the Data Access Services subject to the terms and conditions of this Addendum and data access operating standards and procedures as may be issued by State Street from time to time. The ability of the Customer to originate electronic instructions to State Street on behalf of the Customer in order to (i) effect the transfer or movement of cash or securities held under custody by State Street or (ii) transmit accounting or other information (such transactions are referred to herein as "Client Originated Electronic Financial Instructions"), and (iii) access data for the purpose of reporting and analysis, shall be deemed to be Data Access Services for purposes of this Addendum. c. Additional Services. State Street may from time to time agree to make available to the Customer additional Systems that are not described in the attachments to this Addendum. In the absence of any other written agreement concerning such additional systems, the term "System" shall include, and this Addendum shall govern, the Customer's access to and use of any additional System made available by State Street and/or accessed by the Customer. 2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE State Street and the Customer acknowledge that in connection with the Data Access Services provided under this Addendum, the Customer will have access, through the Data Access Services, to Customer Data and to functions of State Street's proprietary systems; provided, however that in no event will the Customer have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System. 3. LIMITATION ON SCOPE OF USE a. Designated Equipment; Designated Location. The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Customer or the Investment Advisor located in Boston, Massachusetts ("Designated Location"). b. Designated Configuration; Trained Personnel. State Street shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Location. State Street and the Customer agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System. c. Scope of Use. The Customer will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Customer and accessing data for purposes of reporting and analysis. The Customer shall not, and shall cause its employees and agents not to (i) permit any third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Customer) transmitted from State Street's databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Customer or (vi) modify the System in any way, including without limitation, developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration. d. Other Locations. Except in the event of an emergency or of a planned System shutdown, the Customer's access to services performed by the System or to Data Access Services at the Designated Location may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, the Customer may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. The Customer may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties. e. Title. Title and all ownership and proprietary rights to the System, including any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street. f. No Modification. Without the prior written consent of State Street, the Customer shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Customer reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. g. Security Procedures. The Customer shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Customer shall have access only to the Customer Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Customer shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Customer) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement. h. Inspections. State Street shall have the right to inspect the use of the System and the Data Access Services by the Customer and the Investment Advisor to ensure compliance with this Addendum. The on-site inspections shall be upon prior written notice to the Customer and the Investment Advisor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Customer's or the Investment Advisor's business. 4. PROPRIETARY INFORMATION a. Proprietary Information. The Customer acknowledges and State Street represents that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Customer by State Street as part of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Customer shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Customer agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Customer further acknowledges that State Street shall not be required to provide the Investment Advisor with access to the System unless it has first received from the Investment Advisor an undertaking with respect to State Street's Proprietary Information in the form of Attachment C to this Addendum. The Customer shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein. b. Cooperation. Without limitation of the foregoing, the Customer shall advise State Street immediately in the event the Customer learns or has reason to believe that any person to whom the Customer has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Addendum, and the Customer will, at its expense, co-operate with State Street in seeking injunctive or other equitable relief in the name of the Customer or State Street against any such person. c. Injunctive Relief.The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. d. Survival.The provisions of this Section 4 shall survive the termination of this Addendum. 5. LIMITATION ON LIABILITY a. Limitation on Amount and Time for Bringing Action. The Customer agrees that any liability of State Street to the Customer or any third party arising out of State Street's provision of Data Access Services or the System under this Addendum shall be limited to the amount paid by the Customer for the preceding 24 months for such services. In no event shall State Street be liable to the Customer or any other party for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of this Addendum may be brought by the Customer more than two years after the Customer has knowledge that the cause of action has arisen. b. Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET. c. Third-Party Data. Organizations from which State Street may obtain certain data included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. d. Regulatory Requirements. As between State Street and the Customer, the Customer shall be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law. e. Force Majeure. Neither party shall be liable for any costs or damages due to delay or nonperformance under this Addendum arising out of any cause or event beyond such party's control, including without limitation, cessation of services hereunder or any damages resulting therefrom to the other party, or the Customer as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption. 6. INDEMNIFICATION The Customer agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney's fees, (a "loss") suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Customer of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Location or committed by the Customer's employees or agents or the Investment Advisor and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time. 7. FEES Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time between the parties (the "Fee Schedule"). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by the Customer. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. 8. TRAINING, IMPLEMENTATION AND CONVERSION a. Training. State Street agrees to provide training, at a designated State Street training facility or at the Designated Location, to the Customer's personnel in connection with the use of the System on the Designated Configuration. The Customer agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Customer, to receive the training offered by State Street pursuant to this Addendum. b. Installation and Conversion. State Street shall be responsible for the technical installation and conversion ("Installation and Conversion") of the Designated Configuration. The Customer shall have the following responsibilities in connection with Installation and Conversion of the System: (i) The Customer shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Location. (ii) State Street and the Customer each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Addendum. 9. SUPPORT During the term of this Addendum, State Street agrees to provide the support services set out in Attachment D to this Addendum. 10. TERM OF ADDENDUM a. Term of Addendum. This Addendum shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided. b. Termination of Addendum. Either party may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty days' prior written notice in the case of notice of termination by State Street to the Customer or thirty days' notice in the case of notice from the Customer to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. In the event the Customer shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Addendum and the rights granted hereunder shall, at the option of State Street, immediately terminate with notice to the Customer. This Addendum shall in any event terminate as to any Customer within 90 days after the termination of the Custodian Agreement applicable to such Customer. c. Termination of the Right to Use. Upon termination of this Addendum for any reason, any right to use the System and access to the Data Access Services shall terminate and the Customer shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Customer shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Customer's breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon by the parties. 11. MISCELLANEOUS a. Assignment; Successors. This Addendum and the rights and obligations of the Customer and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Addendum to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street. b. Year 2000. State Street will take all steps necessary to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years. If any changes are required, State Street will make the changes to its products at no cost to Customer and in a commercially reasonable time frame and will require third-party suppliers to do likewise. c. Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Addendum. d. Entire Agreement. This Addendum and the attachments hereto constitute the entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Addendum is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver of any right hereunder shall be deemed to be a continuing waiver. e. Severability. If any provision or provisions of this Addendum shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. f. Governing Law. This Addendum shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof. ATTACHMENT A Multicurrency HORIZONSM Accounting System System Product Description I. The Multicurrency HORIZONSM Accounting System is designed to provide lot level portfolio and general ledger accounting for SEC and ERISA type requirements and includes the following services: 1) recording of general ledger entries; 2) calculation of daily income and expense; 3) reconciliation of daily activity with the trial balance, and 4) appropriate automated feeding mechanisms to (i) domestic and international settlement systems, (ii) daily, weekly and monthly evaluation services, (iii) portfolio performance and analytic services, (iv) customer's internal computing systems and (v) various State Street provided information services products. II. GlobalQuestR is designed to provide customer access to the following information maintained on The Multicurrency HORIZONSM Accounting System: 1) cash transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax refund receivables; 5) daily priced positions; 6) open trades; 7) settlement status; 8) foreign exchange transactions; 9) trade history, and 10) daily, weekly and monthly evaluation services. III. SaFiReSM. SaFiReSM is designed to provide the customer with the ability to prepare its own financial reports by permitting the customer to access customer information maintained on the Multicurrency HORIZONR Accounting System, to organize such information in a flexible reporting format and to have such reports printed on the customer's desktop or by its printing provider. ATTACHMENT B Designated Configuration ATTACHMENT C Undertaking The undersigned understands that in the course of its employment as Investment Advisor to *[FUND NAME] (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZONSM Accounting System and other information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. First Union National Bank By: _________________________ Title: _________________________ Date: _________________________ ATTACHMENT C-1 Undertaking The undersigned understands that in the course of its employment as Independent Auditor to CASH RESOURCE TRUST (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System and other information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. *[Name of Independent Auditor] By: Title: Date: ATTACHMENT D Support During the term of this Addendum, State Street agrees to provide the following on-going support services: a. Telephone Support. The Customer Designated Persons may contact State Street's Multicurrency HORIZONSM Help Desk and Customer Assistance Center between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining answers to questions about the use of the System, or to report apparent problems with the System. From time to time, the Customer shall provide to State Street a list of persons, not to exceed five in number, who shall be permitted to contact State Street for assistance (such persons being referred to as "the Customer Designated Persons"). b. Technical Support. State Street will provide technical support to assist the Customer in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the "Fee Schedule"). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule. c. Maintenance Support. State Street shall use commercially reasonable efforts to correct system functions that do not work according to the System Product Description as set forth on Attachment A in priority order in the next scheduled delivery release or otherwise as soon as is practicable. d. System Enhancements. State Street will provide to the Customer any enhancements to the System developed by State Street and made a part of the System; provided that, sixty (60) days prior to installing any such enhancement, State Street shall notify the Customer and shall offer the Customer reasonable training on the enhancement. Charges for system enhancements shall be as provided in the Fee Schedule. State Street retains the right to charge for related systems or products that may be developed and separately made available for use other than through the System. e. Custom Modifications. In the event the Customer desires custom modifications in connection with its use of the System, the Customer shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule. f. Limitation on Support. State Street shall have no obligation to support the Customer's use of the System: (i) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Customer has modified the System in breach of this Addendum. EX-99.B(H)(2) 7 0007.txt ADMIN SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement is made as of this 10th day of June, 1999 between Cash Resource Trust, a Massachusetts business trust (herein called the "Trust"), and Evergreen Investment Services, Inc., a Delaware corporation (herein called "EIS"). W I T N E S S E T H: WHEREAS, Trust is a Massachusetts business trust consisting of one or more portfolios which operates as an open-end management investment company and is so registered under the Investment Company Act of 1940; and WHEREAS, the 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. The Trust hereby appoints EIS as Administrator of the Trust and each of its portfolios 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 the Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of the Trust and each of its portfolios: (a) Prepare, file and maintain the 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 the Trust and the 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 the Trust with, among others, the Trust's distributor, and custodian and transfer agent; (d) Supervise the Trust's fund accounting agent in the maintenance of the Trust's general ledger and in the preparation of the Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of the Trust's assets and of the Trust's shares, and of the declaration and payment of dividends and other distributions to shareholders; (e) Calculate performance data of the Trust for dissemination to information services covering the investment company industry; (f) Prepare and file the Trust's tax returns; (g) Examine and review the operations of the 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 portfolios of the Trust; (k) Coordinate shareholder meetings; (l) Provide general compliance services; and (m) Advise the 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 the Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for the Trust by the Trust's investment adviser, distributor, custodian or transfer agent pursuant to their agreements with the 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 the Trust. The Trust shall be responsible for all other expenses incurred by EIS on behalf of the 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. For the Administrative Services provided, the Trust hereby agrees 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. Each portfolio of the Trust shall pay a portion of the administrative fee equal to the rate determined above times that portfolio's average annual daily net assets. 5. RESPONSIBILITY OF ADMINISTRATOR. EIS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross 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 Trust) 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 Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the duties of EIS hereunder) to be rendering such services to or acting solely for the Trust 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, 1999, 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 Trust 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 the 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 the Trust hereunder by EIS shall be in writing and shall be duly given if delivered to the Trust at: 200 Berkeley Street, Boston, MA 02116, Attention: Secretary. Notices of any kind to be given to EIS hereunder by the 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 the Declaration of Trust and agrees that the obligations pursuant to this Agreement of a particular portfolio and of the Trust with respect to that particular portfolio be limited solely to the assets of that particular portfolio, and EIS shall not seek satisfaction of any such obligation from the assets of any other portfolio, the shareholders of any portfolio, 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 delimit 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 Administrative Services Agreement to be executed by their officers designated below as of the day and year first above written. CASH RESOURCE TRUST ATTEST: /S/ SALLY E. GANEM BY: /S/ TERRY L. PERKINS -------------------------- --------------------------------- NAME: Terry L. Perkins TITLE: Treasurer EVERGREEN INVESTMENT SERVICES, INC. ATTEST: /S/ SALLY E. GANEM BY: /S/ GORDON FORRESTER -------------------------- ------------------------------- NAME: Gordon Forrester TITLE: Senior Vice President and Chief Administrative Officer Dated June 14, 1999 SCHEDULE A Cash Resource Money Market Fund Cash Resource U. S. Government Money Market Fund Cash Resource Tax-Exempt Money Market Fund Cash Resource California Tax-Exempt Money Market Fund Cash Resource New York Tax-Exempt Money Market Fund Dated June 10, 1999 SCHEDULE B Cash Resource Money Market Fund 0.02% Cash Resource U. S. Government Money Market Fund 0.02% Cash Resource Tax-Exempt Money Market Fund 0.02% Cash Resource California Tax-Exempt Money Market Fund 0.02% Cash Resource New York Tax-Exempt Money Market Fund 0.02% EX-99.B(H)(3) 8 0008.txt TRANSFER AGREEMENT MASTER TRANSFER AND RECORDKEEPING AGREEMENT AGREEMENT made as of the 18th day of September, 1997 by and between each of the parties listed on Exhibit A which is attached hereto and made a part hereof (each a "Fund" or "Funds"), each for itself and not jointly, each having its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116, and Evergreen Service Company ("ESC"), having its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116. W I T N E S S E T H T H A T WHEREAS, each Fund desires ESC to perform certain services for the Fund, and ESC is willing to perform such services. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, each party, for itself and not jointly, agrees as follows: 1. ADDITIONAL PARTIES - Any other registered investment company for which Keystone Investment Management Company (KIMCO), Evergreen Asset Management Corp. ("Evergreen Asset"), First Union National Bank or one of its affiliates serves as investment adviser, trustee or manager may become a Fund party to this Agreement, for itself and not jointly, by giving written notice to ESC that it has elected to become a Fund party hereto, to which election ESC has given its written consent. 2. SERVICES - ESC shall perform for each Fund the services set forth on Exhibit B which is attached hereto and made a part hereof. ESC shall also perform for each Fund, without additional charge, any services which it customarily performs in the ordinary course of business without additional charge for the investment companies for which ESC acts as transfer agent, dividend disbursing agent, or shareholder servicing and recordkeeping agent. ESC shall perform such other services in addition to those set forth on Exhibit B hereto as a Fund shall request in writing. Any of the services to be performed hereunder, and the manner in which such services are to be performed, shall be changed only pursuant to a written agreement signed by the parties hereto. ESC will undertake no activity which, in its judgment, will adversely effect the performance of its obligations to a Fund under this Agreement. 3. FEES - Each Fund shall pay ESC for the services to be performed pursuant to this Agreement in accordance with and in the manner set forth with respect to such Fund on Exhibit C attached hereto and made a part hereof. 4. EFFECTIVE DATE - This Agreement shall become effective as of the date set forth above and shall become effective as to each Fund which gives written notice to ESC 23146 pursuant to Paragraph 1 hereof that it elects to become a party hereto as of the date of such notice. 5. TERM - This Agreement shall be in effect until terminated in accordance with Section 17 hereof. 6. USE OF ESC'S NAME - The Funds will not use ESC's name in any sales literature or other material in a manner not approved by ESC in writing before such use, unless a similar use was previously approved. Notwithstanding the foregoing, ESC hereby consents to all uses of ESC's name which merely refer in accurate terms to ESC's appointments hereunder or which are required by the Securities and Exchange Commission or a state securities commission, and provided, further, that in no case will such approval be unreasonably withheld or delayed. 7. STANDARD OF CARE - ESC shall at all times use its best efforts and act in good faith and in a non-negligent manner in performing all services pursuant to this Agreement. 8. UNCONTROLLABLE EVENTS - ESC shall not be liable for damage, loss of data, delays or errors occurring by reason of circumstances beyond its control, including, but not limited to, acts of civil or military authority, national emergencies, fire, flood or catastrophe, acts of God, insurrection, war, riots, or failure of transportation, communication or power supply. However, ESC shall keep in a separate and safe place additional copies of all records required to be maintained pursuant to this Agreement or additional tapes or discs necessary to reproduce all such records. Furthermore, at all times during this Agreement, ESC shall maintain an arrangement whereby ESC will have a backup computer facility available for its use in providing the services required hereunder in the event circumstances beyond ESC's control result in ESC not being able to process the necessary work at its principal computer facility. ESC shall, from time to time, upon request from any Fund provide written evidence and details of its arrangement for obtaining the use of such a backup computer facility. ESC shall use reasonable care to minimize the likelihood of all damage, loss of data, delays and errors resulting from an uncontrollable event. Should such damage, loss of data, delays or errors occur, ESC shall use its best efforts to mitigate the effects of such occurrence. Representatives of each Fund shall be entitled to inspect the ESC premises and operating capabilities within reasonable business hours and upon reasonable notice to ESC. 9. INDEMNIFICATION - Each Fund shall indemnify and hold ESC, its employees and agents harmless against any losses, claims, damages, judgments, liabilities or expenses (including reasonable counsel fees and expenses) resulting from (1) transactions which occurred prior to the date ESC began serving as Transfer Agent to the Fund; (2) action taken or permitted by ESC in good faith with due care and without negligence in reliance upon instructions received from such Fund in accordance with Section 10 hereof or with respect to a Fund upon the opinion of counsel for the Fund, as to anything arising in connection with its performance under this Agreement; or (3) any act done or suffered by ESC with respect to a Fund in good faith with due care and without negligence in connection with its performance under this Agreement in reliance upon any instruction, order, stock certificate or other instrument reasonably believed by it to be 23146 genuine and to bear the genuine signature of any person or persons authorized to sign, countersign, or execute same, and which complies with all applicable requirements of the Fund's current prospectus(es) and statement of additional information, this Agreement and instructions and other governing documents provided to ESC by the Fund. For purposes of this indemnification, it is specifically agreed that if any instruction received by ESC in accordance with Section 10 hereof differs from the requirements set forth in the Fund's current prospectus(es) or statement of additional information then, with regard to that difference, the instruction, order, stock certificate or other instrument relied upon by ESC, ESC need only comply with such instruction (and not the current prospectus(es) or statement of additional information). In the event that ESC requests any Fund to indemnify or hold it harmless hereunder, ESC shall use its best efforts to inform the Fund of the relevant facts concerning the matter in question. ESC shall use reasonable care to identify and promptly notify a Fund concerning any matter which ESC believes may result in a claim for indemnification against such Fund, and shall notify the Fund within seven days of notice to ESC of the filing of any suit or other legal action or the institution by a government agency of any administrative action or investigation against ESC which involves its duties under this Agreement. Each Fund shall have the election of defending ESC against any claim with respect to such Fund which may be the subject of indemnification or holding it harmless hereunder. In the event a Fund so elects, it will so notify ESC. Thereupon the Fund shall take over defense of the claim, and, if so requested by a Fund, ESC shall incur no further legal or other expenses related thereto for which it shall be entitled to indemnity or holding harmless hereunder; provided, however, that nothing herein shall prevent ESC from retaining counsel to defend any claim at ESC's own expense. Except with the prior written consent of a Fund, ESC shall in no event confess any claim or make any compromise in any matter in which such Fund will be asked to indemnify or hold ESC harmless hereunder. ESC shall be without liability to a Fund with respect to anything done or omitted to be done in accordance with the terms of this Agreement or instructions properly received pursuant hereto if done in good faith and without negligence or willful or wanton misconduct. In no event shall ESC be liable for consequential damages, lost profits, or other special damages, even if ESC has been informed of the possibility of such damage or loss by the Fund or by third parties. Notwithstanding the foregoing, ESC shall be liable to each Fund for any damage or losses suffered by such Fund as a result of a delay or negligence on the part of ESC in processing a purchase or liquidation transaction or in making payment to a shareholder of such Fund; it being agreed that, without in any way limiting ESC's liability for other transactions hereunder, that such damages shall not be deemed to be consequential or special. 10. INSTRUCTIONS - ESC shall comply with all instructions issued by a Fund in the form prescribed below which are permitted or required under Exhibit B attached hereto. Whenever ESC takes action hereunder pursuant to instructions from a Fund, ESC shall be entitled to rely upon such instructions only when such instructions are signed by the President or Treasurer of 23146 the Fund or by an individual designated in writing by the President or Treasurer as a person authorized to give instructions hereunder. A Fund may waive the requirement that all instructions be in writing, if such waiver defines the occurrences not requiring written instruction, indicates the persons authorized to give such non-written instructions, and is signed by one of the persons pursuant to the immediately preceding sentence of this Section 10. In the event ESC obtains a Fund's written waiver, it may rely on non-written instructions received pursuant thereto. 11. CONFIDENTIALITY - ESC agrees to treat as confidential all records and other information relative to a Fund and the Fund's shareholders. ESC, on behalf of itself and its employees, agrees to keep confidential all such information, except, after prior notification to and approval by a Fund (which approval shall not be unreasonably withheld and may not be withheld where ESC may be exposed to civil or criminal contempt proceedings) when requested to divulge such information by duly constituted authorities or when requested by a shareholder of a Fund seeking information about his own or an appropriately related account. 12. REPORTS - ESC will furnish to each Fund and to properly authorized auditors, examiners, investment companies, dealers, salesmen, insurance companies, transfer agents, registrars, investors, and others designated by each Fund in writing, such reports at such times as are prescribed for each service in Exhibit B. 13. RIGHT OF OWNERSHIP - ESC agrees that all records and other data received, computed, developed, used and/or stored pursuant to this Agreement are the exclusive property of each respective Fund and that all such records and other data will be furnished without additional charge to a Fund in available machine readable data form immediately upon termination of this Agreement with respect to such Fund for any reason whatsoever. Furthermore, upon a Fund's request at any time or times while this Agreement is in effect, ESC shall deliver to such Fund, at the Fund's expense, any or all of the data and records held by ESC pursuant to this Agreement, in the form as requested by the Fund. On the effective date of termination of this Agreement with respect to a Fund or, if later, on the date a Fund ceases to use ESC's services, ESC will promptly return to the Fund any and all records and other data belonging to the Fund free of any claim or retention of rights by ESC. 14. REDEMPTION OF SHARES - The parties hereto agree that ESC shall process liquidations, redemptions or repurchases of shares of each Fund, as the agent for such Fund, in the manner described in the then current prospectus(es) and statement of additional information for the Fund. Notwithstanding the foregoing, ESC shall be liable for any losses, damages, claims or expenses resulting from ESC's failure to obtain the appropriate signature guarantee with regard to any redemption or transfer processed by ESC even if the current prospectus(es) or statement of additional information authorizes ESC to waive the requirement of a signature guarantee unless ESC is authorized in writing by an appropriate party to waive such a requirement. 15. SUBCONTRACTING - Each Fund may require that ESC, or ESC may, with the prior written consent of such Fund, subcontract with one or more of its affiliated or other persons to 23146 perform all or part of its obligations hereunder, provided, however, that, notwithstanding any such subcontract, ESC shall be fully responsible to each Fund hereunder. 16. ASSIGNMENT - This Agreement and the rights and duties hereunder shall not be assignable by ESC or any of the Fund parties hereto except by the specific written consent of the other party. 17. TERMINATION - This Agreement may be terminated with respect to a Fund on such date on which ESC has given such Fund not less than 180 days prior written notice or on which such Fund has given ESC not less than 90 days prior written notice. Upon such termination, ESC will use its best efforts to cooperate and assist in accomplishing a timely, efficient and accurate conversion to the person or firm which will provide the services described hereunder. This Agreement may be terminated by any Fund without the payment of any penalty, forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination; provided, however, that for the purpose of this Section 17 any amount due under Section 3 of this Agreement which is undisputed is not considered a penalty, forfeiture, compulsory buyout amount or performance of any other obligation which could deter termination. This Agreement may be terminated with respect to a Fund after written notice to ESC by the Fund if there is a material breach or violation of this Agreement or if ESC fails to perform any of its obligations under this Agreement and the failure continues for more than 30 days after the Fund gives notice of the failure to ESC or bankruptcy or insolvency proceedings of any nature are instituted by or against ESC. 18. INSURANCE - ESC shall maintain throughout the term of this Agreement a fidelity bond(s) in an amount in excess of the minimum amount required to be obtained by the Funds which are parties hereto pursuant to Rule 17g-1 under the Investment Company Act of 1940 (the "1940 Act") covering the acts of its officers, employees or agents in performing any and all of the services required to be performed hereunder. ESC agrees to promptly notify each Fund in writing of any material amendment or cancellation of such bond(s). ESC shall at such times as the Fund may request, but at least once each year, notify each Fund of any claims made pursuant to such bond(s). 19. AMENDMENT - This Agreement may be amended at any time by an instrument in writing executed by both ESC and any Fund which is a party hereto, or each of their respective successors, provided that any such amendment will conform to the requirements set forth in the 1940 Act and the rules and regulations thereunder. 20. NOTICE - Any notice shall be sufficiently given when sent by registered or certified mail to any party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party. 21. SECTION HEADINGS - Section headings are included for convenience only and are not 23146 to be used to construe or interpret this Agreement. 22. INTERPRETIVE PROVISIONS - In connection with the operation of this Agreement, ESC and one or more of the Funds may agree with respect to such Funds and ESC from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their combined opinion be consistent with the general tenor of this Agreement. Furthermore, ESC and such Fund(s) may agree to add to, delete from or change the services set forth with respect to such Fund(s) in Exhibit B of the Agreement. Each such interpretive or additional provision, and each addition, deletion or change is to be signed by all parties affected and annexed hereto, and no such provision, addition, deletion or change shall contravene any applicable federal or state law or regulation and no such provision, addition, deletion or change shall be deemed to be an amendment of any provision of this Agreement with the exception of Exhibit B hereto. 23. GOVERNING LAW - This Agreement shall be governed by and its provisions shall be construed in accordance with the laws of The Commonwealth of Massachusetts. 24. DELAWARE BUSINESS TRUST - Each of the Funds listed on Exhibit A attached hereto is a Delaware business trust established under a Declaration of Trust. The obligations of such Funds are not personally binding upon, nor shall recourse be had against the private property of, any of the Trustees, shareholders, officers, employees or agents of the Funds, but only the property of such Funds shall be bound. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written. EVERGREEN SERVICE COMPANY By: /s/ Edward J. Falvey ------------------------ Edward J. Falvey President Evergreen Select Fixed Income Trust, a Delaware Business Trust consisting of the following series: Evergreen Select Limited Duration Fund Evergreen Select Fixed Income Fund Evergreen Select Income Plus Fund Evergreen Select Intermediate Tax Exempt Bond Fund Evergreen Select Core Bond Fund Evergreen Select Intermediate Bond Fund Evergreen Select Adjustable Rate Fund Evergreen Select Equity Trust, a Delaware Business Trust consisting of the following series: 23146 Evergreen Select Strategic Value Fund Evergreen Select Large Cap Blend Fund Evergreen Select Strategic Growth Fund Evergreen Select Social Principles Fund Evergreen Select Equity Income Fund Evergreen Select Small Company Value Fund Evergreen Select Common Stock Fund Evergreen Select Small Cap Growth Fund Evergreen Select Balanced Fund Evergreen Select Diversified Value Fund Evergreen Select Money Market Trust, a Delaware Business Trust consisting of the following series: Evergreen Select 100% Treasury Money Market Fund Evergreen Institutional Money Market Fund Evergreen Institutional Tax Exempt Money Market Fund Evergreen Institutional Treasury Money Market Fund Evergreen Municipal Trust, a Delaware Business Trust consisting of the following series: Evergreen California Tax Free Fund Evergreen Connecticut Municipal Bond Fund Evergreen Florida High Income Municipal Bond Fund Evergreen Florida Municipal Bond Fund Evergreen Georgia Municipal Bond Fund Evergreen Massachusetts Tax Free Fund Evergreen Missouri Tax Free Fund Evergreen New Jersey Tax Free Income Fund Evergreen New York Tax Free Fund Evergreen North Carolina Municipal Bond Fund Evergreen Pennsylvania Tax Free Fund Evergreen South Carolina Municipal Bond Fund Evergreen Virginia Municipal Bond Fund Evergreen High Grade Tax Free Fund Evergreen Short-Intermediate Municipal Fund Evergreen Tax Free Fund Evergreen Equity Trust, a Delaware Business Trust consisting of the following series: Evergreen Aggressive Growth Fund Evergreen Fund Evergreen Micro Cap Fund Evergreen Omega Fund Evergreen Small Company Growth Fund Keystone Strategic Growth Fund (K-2) Evergreen American Retirement Fund 23146 Evergreen Foundation Fund Evergreen Tax Strategic Foundation Fund Evergreen Balanced Fund Evergreen Fund for Total Return Evergreen Growth & Income Fund Evergreen Income & Growth Fund Evergreen Small Cap Equity Income Fund Evergreen Value Fund Evergreen Utility Fund Keystone Growth and Income Fund (S-1) Evergreen Fixed Income Trust, a Delaware Business Trust consisting of the following series: Evergreen U.S. Government Fund Evergreen Strategic Income Fund Evergreen Diversified Bond Fund Keystone High Income Bond Fund (B-4) Evergreen Capital Preservation and Income Fund Evergreen Intermediate Term Bond Fund Evergreen Intermediate-Term Government Securities Fund Evergreen Short-Intermediate Bond Fund Evergreen International Trust, a Delaware Business Trust consisting of the following series: Evergreen Emerging Markets Growth Fund Evergreen Global Leaders Fund Evergreen Global Opportunities Fund Evergreen International Equity Fund Evergreen Latin America Fund Evergreen Natural Resources Fund Keystone Precious Metals Holdings Keystone International Fund Evergreen Money Market Trust, a Delaware Business Trust consisting of the following series: Evergreen Money Market Fund Evergreen Pennsylvania Tax Free Money Market Fund Evergreen Tax Exempt Money Market Fund Evergreen Treasury Money Market Fund By: /s/ John Pileggi ------------------------------------ John Pileggi President and Treasurer of each Delaware Business Trust listed above 23146 EXHIBIT A Evergreen Select Fixed Income Trust, a Delaware Business Trust consisting of the following series: Evergreen Select Limited Duration Fund Evergreen Select Fixed Income Fund Evergreen Select Income Plus Fund Evergreen Select Intermediate Tax Exempt Bond Fund Evergreen Select Core Bond Fund Evergreen Select Intermediate Bond Fund Evergreen Select Adjustable Rate Fund Evergreen Select Equity Trust, a Delaware Business Trust consisting of the following series: Evergreen Select Strategic Value Fund Evergreen Select Large Cap Blend Fund Evergreen Select Strategic Growth Fund Evergreen Select Social Principles Fund Evergreen Select Equity Income Fund Evergreen Select Small Company Value Fund Evergreen Select Common Stock Fund Evergreen Select Small Cap Growth Fund Evergreen Select Balanced Fund Evergreen Select Diversified Value Fund Evergreen Select Money Market Trust, a Delaware Business Trust consisting of the following series: Evergreen Select 100% Treasury Money Market Fund Evergreen Institutional Money Market Fund Evergreen Institutional Tax Exempt Money Market Fund Evergreen Institutional Treasury Money Market Fund Evergreen Municipal Trust, a Delaware Business Trust consisting of the following series: Evergreen California Tax Free Fund Evergreen Connecticut Municipal Bond Fund Evergreen Florida High Income Municipal Bond Fund Evergreen Florida Municipal Bond Fund Evergreen Georgia Municipal Bond Fund Evergreen Massachusetts Tax Free Fund Evergreen Missouri Tax Free Fund Evergreen New Jersey Tax Free Income Fund Evergreen New York Tax Free Fund Evergreen North Carolina Municipal Bond Fund 23146 A-1 Evergreen Pennsylvania Tax Free Fund Evergreen South Carolina Municipal Bond Fund Evergreen Virginia Municipal Bond Fund Evergreen High Grade Tax Free Fund Evergreen Short-Intermediate Municipal Fund Evergreen Tax Free Fund Evergreen Equity Trust, a Delaware Business Trust consisting of the following series: Evergreen Aggressive Growth Fund Evergreen Fund Evergreen Micro Cap Fund Evergreen Omega Fund Evergreen Small Company Growth Fund Keystone Strategic Growth Fund (K-2) Evergreen American Retirement Fund Evergreen Foundation Fund Evergreen Tax Strategic Foundation Fund Evergreen Balanced Fund Evergreen Fund for Total Return Evergreen Growth & Income Fund Evergreen Income & Growth Fund Evergreen Small Cap Equity Income Fund Evergreen Value Fund Evergreen Utility Fund Keystone Growth and Income Fund (S-1) Evergreen Fixed Income Trust, a Delaware Business Trust consisting of the following series: Evergreen U.S. Government Fund Evergreen Strategic Income Fund Evergreen Diversified Bond Fund Keystone High Income Bond Fund (B-4) Evergreen Capital Preservation and Income Fund Evergreen Intermediate Term Bond Fund Evergreen Intermediate-Term Government Securities Fund Evergreen Short-Intermediate Bond Fund Evergreen International Trust, a Delaware Business Trust consisting of the following series: Evergreen Emerging Markets Growth Fund Evergreen Global Leaders Fund Evergreen Global Opportunities Fund Evergreen International Equity Fund Evergreen Latin America Fund Evergreen Natural Resources Fund 23146 A-2 Keystone Precious Metals Holdings Keystone International Fund Evergreen Money Market Trust, a Delaware Business Trust consisting of the following series: Evergreen Money Market Fund Evergreen Pennsylvania Tax Free Money Market Fund Evergreen Tax Exempt Money Market Fund Evergreen Treasury Money Market Fund 23146 A-2 EXHIBIT B The services provided for in this Agreement shall be performed by ESC, or any agent appointed by ESC pursuant to Section 15 of this Agreement, under the name of Evergreen Service Company (ESC) and this name or any similar name or logo will not be used by ESC or its agents for any purposes other than those related to this Agreement or to any other agreement which ESC may enter into with any of the Fund (s) or with companies affiliated with the Fund (s). The offices of ESC shall be open to perform the services pursuant to this Agreement on all days when the Fund is open to transact business. ESC will perform all services normally provided to investment companies such as the Fund(s), and the quality of such services shall be equal to or better than that provided to the other investment companies serviced by ESC. With respect to each Fund, by way of illustration, but not limitation, these services will include: 1. Establishing, maintaining, safeguarding and reporting on shareholder account information and account histories, (including registration, name and address recorded in generally accepted form, dealer, representative, branch, and territory information, mailing address, distribution address, various codes and specific information relating to (if applicable); withdrawal plans, letters of intent, systematic investing, insured redemptions plans, account groupings for rights of accumulation discount processing, and for account group reporting for plan accounts and other accounts grouped for master sub-account reporting.) 2. Recording and controlling shares outstanding in certificate ("issued") and non-certificate ("unissued") form. 3. Maintaining a record for each certificate issued to include certificate number, account number, issued date, number of shares, canceled date or stop date, where appropriate. 4. Reconciling the number of outstanding shares of each Fund on a daily basis with the Fund and the Fund's custodian, promptly correcting any differences noted. 5. Establishing and maintaining a trade file on behalf of each Fund based on trade information furnished to the transfer agent by the Fund or its distributors. 23146 B-1 6. Accepting and processing direct cash investments however received and investing such investments promptly in shareholder accounts. 7. Passing upon the adequacy of documents properly endorsed and guaranteed submitted by or on behalf of a shareholder to transfer ownership or redeem shares. 8. Transferring ownership of shares upon the books of each Fund. 9. Redeeming shares and preparing and mailing redemption checks or wire proceeds as instructed. 10. Preparing and promptly mailing account statements to the shareholder or such other authorized address and, when appropriate, as instructed by a Fund, to the dealer or dealer branch, whenever transaction activity effecting share balances are posted to a Fund account that is of the type that should receive such statement. 11. Checking surrendered certificates for stop transfer instructions. 12. Canceling certificates surrendered. 13. Issuing certificates as replacements for those canceled, or as an original issue of additional shares or upon the reduction of an equal number of unissued shares. 14. Maintaining and updating a stop transfer file, promptly placing stop transfer codes upon notification of possible loss, destruction or disappearance of a certificate. Upon receipt of proper documentation obtaining necessary insurance forms and issuing replacement certificates. 15. Balancing outstanding shares of record with the custodian prior to each distribution and calculating and paying or reinvesting distributions to shareholders of record and to open trade receivables and free stock. 16. Processing exchanges of shares of one Fund or Portfolio for another, calculating proper sales charges and collecting fees as required. 17. Processing withdrawal plan liquidations according to plan instructions. 18. Reporting to each Fund and its custodian daily the capital stock activities and dollar amounts of transactions. 19. Promptly answering inquiries from shareholders, dealers, Fund personnel, and others as requested in accordance with the terms of this Agreement as to account 23146 B-2 matters, referring policy or investment matters to the Fund. 20. Mailing reports and special mailings, as directed by a Fund, to all shareholders or selected holders or dealers. 21. Providing services with regard to the annual or special meetings of a Fund, including preparation and timely mailing of proxy material to shareholders of record and others as directed by the Fund, and receiving, examining and recording all properly executed proxies and performing such follow-up as required by the Fund. 22. Providing periodic listings and tallies of shareholder votes and certifying the final tally. 23. Providing an inspector of elections at the annual or any special meetings of a Fund. 24. Maintaining tax information for each account, deducting amounts where required and furnishing to a Fund, its shareholders, dealers and, when appropriate, regulatory bodies, the necessary tax information, all in compliance with the various applicable laws. 25. Maintaining records of account and distribution information for checks and confirmations returned as undeliverable by the Post Office. 26. Maintaining records and reporting sales information for Blue Sky reporting purposes. 27. Calculating and processing Fund mergers or stock dividends, as directed by a Fund. 28. Maintaining all Fund records as outlined in the record and tape retention schedule delivered by a Fund. 29. Reconciling all investment, distribution and redemption accounts. 30. Providing for the replacement of uncashed distribution or redemption checks. 31. Maintaining and safeguarding an inventory of unissued blank stock certificates, checks and other Fund records. 32. Making available to a Fund and its distributors at their locations devices which will provide immediate electronic access to computerized records maintained for a Fund. 23146 B-3 33. Providing space and such technical expertise as may be required to enable a Fund and its properly authorized auditors, examiners and others designated by the Fund in writing to properly understand and examine all books, records, computer files, microfilm and other items maintained pursuant to this Agreement, and to assist as required in such examination. 34. Assigning a single account number to each shareholder regardless of the number of Funds or Portfolios owned for which Keystone Investment Management Company, Evergreen Asset Management Corp., First Union National Bank or one of its affiliates is the trustee, investment adviser or manager (except as instructed otherwise.) 35. Mailing prospectuses to existing accounts on receipt of the first direct investment transaction after a new prospectus has been issued by a Fund. 36. Mailing cash election notices when required prior to capital gains distributions. 37. Maintaining information, performing the necessary research and producing reports required to comply with all applicable state escheat or abandoned property laws. With respect to each Fund, the Transfer Agent will produce reports as requested by a Fund including, but not limited to, the following: Shareholder Account Confirmation As required Redemption Checks When redemption is made Certificates When requested Withdrawal plan payment checks On payment cycle Distribution checks As required Name and address labels (per account registration) As requested Proxy When required 1099 Annually 23146 B-4 1042-S Annually Transaction journals Daily Record date position control Daily Daily and (monthly) cash proof Daily Daily and (monthly) share proof Daily Daily master control Daily Blue Sky exception Daily Blue Sky master list Monthly and whenever a new permit is issued by a state Blue Sky sales report Cycle as designated in advance by distributor Check register Daily Account information reports When requested (Monthly) Cumulative Monthly transaction New account list Monthly Shareholder master list When requested Sales by State Monthly Activities statistics Monthly Distribution journals As required Proxy tallies and vote listings When requested Withdrawal plan account check Monthly reconciliation 23146 B-5 Dividend account check As required reconciliation 23146 B-6 EXHIBIT C TRANSFER AGENT FEE SCHEDULE CHARGES TO FUNDS GROUP 1 - MONTHLY DIVIDEND FUNDS Per open account per year $26.50 Per closed account per year 9.00 Per new account 10.00 GROUP 2 - QUARTERLY DIVIDEND FUNDS Per open account per year $25.50 Per closed account per year 9.00 Per new account 10.00 GROUP 3 - SEMI-ANNUAL AND ANNUAL DIVIDEND FUNDS Per open account per year $24.50 Per closed account per year 9.00 Per new account 10.00 GROUP 4 - MONEY MARKET FUNDS Per open account per year $26.50 Per closed account per year 9.00 Per new account 10.00 CHARGES TO SHAREHOLDERS GROUP 5 - ERISA* Per IRA participant per year $10.00 with a maximum of $20.00** Per Keogh participant per year $10.00 with a maximum of $20.00 Per TSA per year $10.00 with a maximum of $20.00 *These fees are not borne by the Funds, but are direct shareholder charges. **Fee waived for participants with assets in excess of $25,000. Funds that have "seed" capital only will not be charged until the Fund has public shareholders. 23146 C-1 This Fee Schedule is exclusive of out-of-pocket reimbursable expenses. Out-of-pocket expenses include but are not limited to the following: Stationery and supplies Checks Express Delivery Postage Printing of forms Telephone Photocopies and Microfilm C-2 23146 EX-99.B(H)(4) 9 0009.txt LETTER AMENDMENT TO TRANSFER AGENCY AGMT. CASH RESOURCE TRUST 200 Berkeley Street Boston, Massachusetts 02116 October 1, 1999 Evergreen Service Company 200 Berkeley Street Boston, Massachusetts 02116 To Whom It May Concern: Pursuant to Paragraph 1 of the Master Transfer and Recordkeeping Agreement dated September 18, 1997 between Evergreen Service Company and various Funds (the "Agreement"), as defined in the Agreement, this is to notify Evergreen Service Company that the Evergreen CRT California Tax-Exempt Money Market Fund (formerly, Cash Resource California Tax-Exempt Money Market Fund), Evergreen CRT Money Market Fund (formerly, Cash Resource Money Market Fund), Evergreen CRT New York Tax-Exempt Money Market Fund (formerly, Cash Resource New York Tax-Exempt Money Market Fund), Evergreen CRT Tax-Exempt Money Market Fund (formerly, Cash Resource Tax-Exempt Money Market Fund) and Evergreen U.S. Government Money Market Fund (formerly, Cash Resource U.S. Government Money Market Fund), each a series of Cash Resource Trust, hereby elect to become Fund parties to such Agreement. CASH RESOURCE TRUST on behalf of: Evergreen CRT California Tax-Exempt Money Market Fund Evergreen CRT Money Market Fund Evergreen CRT New York Tax-Exempt Money Market Fund Evergreen CRT Tax-Exempt Money Market Fund Evergreen U.S. Government Money Market Fund By: /s/ Maureen E. Towle _________________________________ Maureen E. Towle Assistant Secretary Accepted and Agreed: EVERGREEN SERVICE COMPANY By: /s/ Ann Marie Becker ___________________________________ Name: Ann Marie Becker Title: Managing Director Dated as of October 1, 1999 EX-99.B(J) 10 0010.txt CONSENT OF KPMG CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Trustees and Shareholders Evergreen Cash Resource Trust We consent to the use of our report dated September 8, 2000 for Evergreen CRT California Tax-Exempt Money Market Fund (formerly, Cash Resource California Tax-Exempt Money Market Fund) Evergreen CRT Money Market Fund (formerly, Cash Resource Money Market Fund) Evergreen CRT New York Tax-Exempt Money Market Fund (formerly, Cash Resource New York Tax-Exempt Money Market Fund) Evergreen CRT Tax-Exempt Money Market Fund (formerly, Cash Resource Tax-Exempt Money Market Fund) and Evergreen U.S. Government Money Market Fund (formerly, Cash Resource U.S. Government Money Market Fund), portfolios of Cash Resource Trust, incorporated herein by reference and to the references to our firm under the captions "FINANCIAL HIGHLIGHTS" in the prospectus and "Independent Auditors" in the Statement of Additional Information. /s/ KPMG LLP KPMG LLP Boston, Massachusetts November 28, 2000 EX-99.B(M) 11 0011.txt DISTRIBUTION PLAN CASH RESOURCE TRUST Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 Effective October 1, 1999 Each series of shares of beneficial interest in Cash Resource Trust (the "Trust") (each a "Fund" and together the "Funds") may from time to time issue one or more of the following classes of shares: Class A shares, Class B shares, Class C shares, and Institutional/Class Y shares. Each class is subject to such investment minimums and other conditions of eligibility as are set forth in the prospectus in respect of any such Fund as from time to time in effect (each, the "Prospectus"). The differences in expenses among these classes of shares, and the conversion and exchange features of each class of shares, are set forth below in this Plan. Except as noted below, expenses are allocated among the classes of shares of each Fund based upon the expenses incurred by each class or as otherwise determined to be fair and equitable by the Trustees. This Plan is subject to change, to the extent permitted by law and by the Agreement and Declaration of Trust and By-laws of the Trust, by action of the Trustees of the Trust. CLASS A SHARES Distribution and Service Fees Class A shares pay distribution fees pursuant to a plan (the "Class A Plan") adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). Class A shares also bear their allocable portion of costs associated with obtaining shareholder approval of the Class A Plan (or an amendment to the Class A Plan). Pursuant to the Class A Plan, the Funds may make payments at rates up to the annual rates specified below of the relevant Fund's average daily net assets attributable to Class A shares: Evergreen CRT California Tax-Exempt Money Market Fund 0.33% Evergreen CRT Money Market Fund 0.38% Evergreen CRT New York Tax-Exempt Money Market Fund 0.50% Evergreen CRT Tax-Exempt Money Market Fund 0.33% Evergreen U.S. Government Money Market Fund 0.38% Amounts payable under the Class A Plan are subject to such further limitations as the Trustees may from time to time determine and as may be set forth in the Prospectus. Exchange Featurees Class A shares of any Fund may be exchanged, at the holder's option, for Class A shares of any other mutual fund in the Evergreen Family of Funds that offers Class A shares without the payment of a sales charge beginning 15 days after purchase, provided that Class A shares of such Fund are available to residents of the relevant state. Conversion Features Class A shares do not convert into any other class of shares. Initial Sales Charge Class A shares are offered at a public offering price that is equal to their net asset value ("NAV"). Contingent Deferred Sales Charge Class A shares are not subject to a contingent deferred sales charge ("CDSC"). CLASS B SHARES Distibution and Service Fees Class B shares have adopted a 12b-1 Distribution Plan and/or shareholder services plan. The plans provide for annual payments of distribution and/or shareholder service fees that are based on a percentage of average daily net assets of Class B shares, as described in a Fund's current Prospectus. Sales Charge Class B sgares are offered at net asset value without a front-end sales load, but may be subject to a CDSC, as described in a Fund's current Prospectus. Conversion Features Class B shares automatically convert to Class A shares without a sales load or exchange fee after designated periods. Exchange Features Shareholders may exchange Class B shares of a Fund for Class B shares of any other fund described in a Fund's Prospectus. CLASS C SHARES Distibution and Service Fees Class C shares have adopted a 12b-1 Distribution Plan and/or shareholder services plan. The plans provide for annual payments of distribution and/or shareholder service fees that are based on a percentage of average daily net assets of Class C shares, as described in a Fund's current Prospectus. Sales Charge Class C shares are offered at net asset value without a front-end sales load, but may be subject to a CDSC, as described in a Fund's current Prospectus. Exchange Features Shareholders may exchange Class C shares of a Fund for Class C shares of any other fund described in a Fund's Prospectus. INSTITUTIONAL/CLASS Y SHARES Designation Institutional/Class Y shares may be designated "Institutional Shares", "Class Y Shares", or "Institutional/Class Y Shares", and all shall be of one and the same class. Distribution and Service Fees Institutional/Class Y shares pay no Rule 12b-1 distribution fees or shareholder service fees. Exchange Featurees Institutional/Class Y shares of any Fund may be exchanged, at the holder's option, for Institutional/Class Y shares of any other mutual fund in the Evergreen Family of Funds, that offers Institutional/Class Y shares, without the payment of a sales charge beginning 15 days after purchase, provided that such other shares are available to residents of the relevant state. Conversion Features Institutional/Class Y shares do not convert into any other class of shares. Initial Sales Charge Institutional/Class Y shares are offered at their NAV, without an initial sales charge. Contingent Deferred Sales Charge Institutional/Class Y shares are not subject to any CDSC. EX-99.B(0) 12 0012.txt MULTIPLE CLASS PLAN MULTIPLE CLASS PLAN FOR THE EVERGREEN FUNDS As of March 24, 2000 Each Fund in the Evergreen group of mutual funds currently offers one or more of the following nine classes of shares with the following class provisions and current offering and exchange characteristics. Additional classes of shares (such classes being shares having characteristics referred to in Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act")), when created, may have characteristics that differ from those described. I. CLASSES A. Class A Shares 1. Class A Shares have a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "12b-1 Distribution Plan") and/or a shareholder services plan. The plans provide for annual payments of distribution and/or shareholder service fees that are based on a percentage of average daily net assets of Class A shares, as described in a Fund's current prospectus. 2. Class A Shares are offered with a front-end sales load, except that purchases of Class A Shares made under certain circumstances are not subject to the front-end load but may be subject to a contingent deferred sales charge ("CDSC"), as described in a Fund's current prospectus. 3. Shareholders may exchange Class A Shares of a Fund for Class A Shares of any other fund, as described in a Fund's current prospectus. B. Class B Shares 1. Class B Shares have adopted a 12b-1 Distribution Plan and/or a shareholder services plan. The plans provide for annual payments of distribution and/or shareholder services fees that are based on a percentage of average daily net assets of Class B shares, as described in a Fund's current prospectus. 2. Class B Shares are offered at net asset value without a front-end sales load, but may be subject to a CDSC as described in a Fund's current prospectus. 3. Class B Shares automatically convert to Class A Shares without a sales load or exchange fee after designated periods. 4. Shareholders may exchange Class B Shares of a Fund for Class B Shares of any other fund, as described in a Fund's current prospectus. C. Class C Shares 1. Class C Shares have adopted a 12b-1 Distribution Plan and/or a shareholder services plan. The plans provide for annual payments of distribution and/or shareholder services fees that are based on a percentage of average daily net assets of Class C shares, as described in a Fund's current prospectus. 2. Class C Shares are offered at net asset value without a front-end sales load, but may be subject to a CDSC, as described in a Fund's current prospectus. 3. Shareholders may exchange Class C Shares of a Fund for Class C Shares of any other fund, as described in a Fund's current prospectus. D. Class J Shares 1. Class J Shares have adopted a 12b-1 Distribution Plan and/or a shareholder services plan. The plans provide for annual payments of distribution and/or shareholder service fees that are based on a percentage of average daily net assets of Class J shares, as described in a Fund's current prospectus. 2. Class J Shares are offered with a front-end sales load, except that purchases of Class J Shares made under certain circumstances are not subject to the front-end load or may be subject to a CDSC, as described in a Fund's current prospectus. 3. Shareholders may exchange Class J Shares of a Fund for Class J Shares of any other fund named in a Fund's prospectus. E. Class S Shares 1. Class S Shares have a 12b-1Distribution Plan and/or a shareholder services plan. The plans provide for annual payments of distribution and/or shareholder service fees that are based on a percentage of average daily net assets of Class S shares, as described in a Fund's current prospectus. 2. Class S Shares are offered at net asset value without a front-end sales load, but may be subject to a CDSC as described in a Fund's current prospectus. 3. Shareholders may exchange Class S Shares of a Fund for Class S Shares of any other fund, as described in a Fund's current prospectus. F. Class Y Shares 1. Class Y Shares have no distribution or shareholder services plans. 2. Class Y Shares are offered at net asset value without a front-end sales load or CDSC. 3. Shareholders may exchange Class Y Shares of a Fund for Class Y Shares of any other fund, as described in a Fund's current prospectus. G. Institutional Service Shares 1. Institutional Service Shares have adopted a 12b-1 Distribution Plan and/or shareholder services plan. The plans provide for annual payments of distribution and/or shareholder services fees that are based on a percentage of average daily net assets of Institutional Service Shares, as described in a Fund's current prospectus. 2. Institutional Service Shares are offered at net asset value without a front-end sales load or CDSC. 3. Shareholders may exchange Institutional Service Shares of a Fund for Institutional Service Shares of any other fund, as described in a Fund's current prospectus, to the extent they are offered by a Fund. H. Institutional Shares 1. Institutional Shares have no distribution or shareholder services plans. 2. Institutional Shares are offered at net asset value without a front-end sales load or CDSC. 3. Shareholders may exchange Institutional Shares of a Fund for Institutional Shares of any other fund, as described in a Fund's current prospectus, to the extent they are offered by a Fund. I. Charitable Shares 1. Charitable Shares have no distribution or shareholder services plans. 2. Charitable Shares are offered at net asset value without a front-end sales load or CDSC. 3. Shareholders may exchange Charitable Shares of a Fund for Charitable Shares of any other fund, as described in a Fund's current prospectus, to the extent they are offered by a Fund. II. CLASS EXPENSES Each class bears the expenses of its 12b-1 Distribution Plan and/or shareholder services plan. Class J Shares shall also bear that portion of the Transfer Agency fees and other expenses allowed by Rule 18f-3 that are attributable to them due to distribution outside of the United States. There currently are no other class specific expenses. III. EXPENSE ALLOCATION METHOD All income, realized and unrealized capital gains and losses and expenses not assigned to a class will be allocated to each class based on the relative net asset value of each class. IV. VOTING RIGHTS A. Each class will have exclusive voting rights on any matter submitted to its shareholders that relates solely to its clas arrangement. B. Each class will have separate voting rights on any matter submitted to shareholders where the interests of one class differ from the interests of any other class. C. In all other respects, each class has the same rights and obligations as each other class. V. EXPENSE WAIVERS OR REIMBURSEMENTS Any expense waivers or reimbursements will be in compliance with Rule 18f-3 issued under the 1940 Act. EX-99.B(P) 13 0013.txt CODE OF ETHICS December 17, 1999 CODE OF ETHICS Evergreen Select Fixed Income Trust Evergreen Select Equity Trust Evergreen Select Money Market Trust Evergreen Municipal Trust Evergreen Equity Trust Evergreen Fixed Income Trust Evergreen International Trust Evergreen Money Market Trust Evergreen Variable Annuity Trust Mentor Funds Mentor Cash Resource Trust Mentor Income Fund, Inc. 1. Definitions (A) "Access Person" -- any trustee or officer of the Evergreen Trusts. (B) The "Act" -- the Investment Company Act of 1940. (C) "Beneficial Ownership" -- A direct or indirect financial interest in an investment giving a person the opportunity directly or indirectly to participate in the risks and rewards of the investment, regardless of the actual owner of record. Securities of which a person may have Beneficial Ownership include, but are not limited to: (1) Securities owned by a spouse, by or for minor children or by relatives of the person or his/her spouse who live in his/her home, including Securities in trusts of which such persons are beneficiaries; (2) A proportionate interest in Securities held by a partnership of which the person is a general partner; (3) Securities for which a person has a right to dividends that is separated or separable from the underlying securities; and (4) Securities that a person has a right to acquire through the exercise or conversion of another Security. (D) "Compliance Officer" - James Angelos, Compliance Department, Evergreen Investment Management Company, 200 Berkeley Street, Boston, MA 02116 - (617)210-3690. (E) "Disinterested Trustee" -- a trustee of any Evergreen Trust who is not an "interested person" of the Evergreen Trust within Section 2(a)(19) of the Act. (F) "Fund" -- any portfolio established by any of the Evergreen Trusts. (G) "Purchase or sale of a security" -- includes the writing of an option to purchase or sell a security. (H) "Security" -- the same meaning as it has in Section 2(a)(36) of the Act, but excluding securities issued by the United States Government, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies. 2. Prohibited Securities Transactions (A) No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by any Fund: (1) Employ any device, scheme or artifice to defraud the Fund; (2) Make to the Trust in connection with any Fund any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (3) Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund; or (4) Engage in any manipulative practice with respect to any Fund. (B) Inside Information It is a violation of Federal Securities Laws to enter into transactions when in possession of material non-public information (i.e. inside information). Inside Information is information regarding a Security or its issuer that has not yet been effectively communicated to the public through an SEC filing or widely distributed news release, and which a reasonable investor would consider important in making an investment decision or which is reasonably likely to impact the trading price of the Security. Inside Information includes, but is not limited to, information about (i) dividend changes, (ii) earnings estimates and changes to previously released estimates, (iii) other changes in financial status, (iv) proposed mergers or acquisitions, (v) purchases or sales of material amounts of assets, (vi) significant new business, products or discoveries or losses of business, (vii) litigation or investigations, (viii) liquidity difficulties or (ix) management changes From time to time, Trustees may learn about transactions in which a Fund may engage and other information that may be considered Inside Information. (C) No Access Person shall purchase or sell, directly or indirectly, any security in which he or she has or thereby acquires any direct or indirect Beneficial Ownership and which to his or her actual knowledge at the time of such purchase or sale is being purchased or sold by any Fund or has been recommended or is being purchased or sold by any Fund. (D) Section 2(B) shall not apply to the following: (1) Transactions for any account over which the Access Person has no direct or indirect influence or control. (2) Involuntary transactions by the Access Person or any Fund. (3) Purchases under an automatic dividend reinvestment plan. (4) Purchases effected by the exercise of rights, issued by an issuer pro-rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sale of such rights. (5) Transactions approved in advance in writing by the Chairman of the Board of any Trust (and in his absence or unavailability by the President of the Trust) which he or she finds to be: (a) Only remotely potentially harmful to a Fund because they would be very unlikely to affect a highly institutional market, or (b) Clearly not related economically to the securities to be purchased, sold or held by a Fund. 3. Reports (A) Subject to subsection (B) below, each Access Person shall make the reports required by section 270.17j-1(d) of the rules and regulations issued under the Act. (B) A Disinterested Trustee of any Fund need only report a transaction in a Security if he or she knows at the time of such transaction or, in the ordinary course of fulfilling his or her official duties as trustee, should have known that during the 15 day period immediately preceding or after the date of the transaction, such Security was or would be purchased or sold by any Fund or was or would be considered for purchase or sale by any Fund or its investment adviser. 4. Enforcement (A) Each violation of or issue arising under this Code shall be reported to the Board of Trustees at or before the next regular meeting of the Boards. (B) The Board of Trustees may impose such sanctions or penalties upon a violator of this Code as it deems appropriate circumstances. (C) The Compliance Officer shall review reports filed under the Code to determine whether any violation may have occurred. 5. Recordkeeping The Compliance Officer shall maintain the appropriate records and reports of the Code, any violations and/or sanctions for at least 5 years. CODE OF ETHICS CAPITAL MANAGEMENT GROUP OF FIRST UNION NATIONAL BANK EVERGREEN INVESTMENT MANAGEMENT FIRST CAPITAL GROUP FIRST INVESTMENT ADVISORS EVERGREEN ASSET MANAGEMENT CORP. EVERGREEN INVESTMENT MANAGEMENT COMPANY LIEBER & COMPANY MENTOR INVESTMENT ADVISORS MENTOR PERPETUAL ADVISORS MERIDIAN INVESTMENT COMPANY TATTERSALL ADVISORY GROUP, INC. Effective December 17, 1999 As an Employee of any of the CMG Covered Companies, you are required to read, understand and abide by this Code of Ethics. The Code contains affirmative requirements as well as prohibitions that you are required to adhere to in connection with securities transactions effected on your behalf and on behalf of clients (including the Evergreen Funds). Such requirements include, among other things, (i.) notifying the Compliance Department upon establishing a personal securities account with a broker/dealer, (ii.) in certain cases, obtaining permission prior to engaging in a personal securities transaction, and (iii.) reporting personal securities transactions to the Compliance Department. FAILURE TO ADHERE TO THE CODE COULD RESULT IN SANCTIONS, INCLUDING DISMISSAL FROM EMPLOYMENT, AND COULD ALSO IN CERTAIN CASES EXPOSE YOU TO CIVIL OR CRIMINAL PENALTIES SUCH AS FINES AND/OR IMPRISONMENT. No written code can explicitly cover every situation that possibly may arise. Even in situations not expressly described, the Code and your fiduciary obligations generally require you to put the interests of your clients ahead of your own. If you have any questions regarding the appropriateness of any action under this Code or under your fiduciary duties generally, you should contact your Compliance Officer or Assistant General Counsel to discuss the matter before taking the action in question. Similarly, you should consult with your Compliance or Legal officer if you have any questions concerning the meaning or interpretation of any provision of the Code. Finally, as an Employee of First Union Corporation or one of its divisions or subsidiaries, you should consult First Union's Code of Conduct contained in your Employee Handbook. This Code uses many defined terms that are defined in Section V. I. PROHIBITED ACTIVITIES A. No Employee shall engage in any Security transactions, activity or relationship that creates or has the appearance of creating a conflict of interest (financial or other) between the Employee and a Covered Company or a Client Account. Each Employee shall always place the financial and business interests of the Covered Companies and Client Accounts before his or her own personal financial and business interests. B. No Employee shall: (1) employ any device, scheme or artifice to defraud a Client Account; (2) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client Account; or (3) engage in any fraudulent, deceptive or manipulative practice with respect to a Client Account. C. No Employee shall purchase or sell, directly or indirectly, any Security for any Personal Account, any Client Account, the account of a Covered Company, or any other account, while in possession of Inside Information concerning that Security or the issuer without the prior written approval of the Compliance Officer and the Assistant General Counsel and (per First Union's Code of Conduct) First Union's Conflict of Interest Committee, which approval shall specifically determine that such trading would not constitute an improper use of such Inside Information. Employees possessing Inside Information shall take reasonable precautions to ensure that such information is not disseminated beyond those Employees with a need to know such information. Any questions should be directed to the Compliance Officer or Assistant General Counsel. D. No Employee shall recommend or cause a Covered Company or Client Account to take action or refrain from taking action for the Employee's own personal benefit. E. It is presumed that Employees in one geographic location will not have knowledge of transactions effected in another geographic location, but use of any such information would likewise be prohibited. (1) No Employee shall purchase or sell any Security for any Personal Account if he or she knows such Security (i.) is being purchased or sold for any Covered Company or Client Account or (ii.) is being actively considered for purchase or sale by any Covered Company or Client account. (2) A Covered Company shall not purchase or sell any Security for its own account if the Employee making such purchase or sale knows such Security (i.) is being purchased or sold for any Client Account or (ii.) is being actively considered for purchase or sale by any Client Account. The prohibitions contained in E.(1) and E.(2) shall not apply to: (a) purchases pursuant to a dividend reinvestment program or purchases based upon preexisting status as a security holder, policy holder or depositor; (b) purchases of Securities through the exercise of rights issued to the Employee as part of a pro rata issue to all holders of such Securities, and the sale of such rights; (c) transactions that are non-volitional, including any sale out of a brokerage account resulting from a bona fide margin call as long as collateral was not withdrawn from such account within 10 days prior to the call; and (d) transactions previously approved in writing by the Compliance Officer that have been determined not to be harmful to any Client Account because of the volume of trading in the Security. F. No Employee shall purchase a Security for any Personal Account in an initial public offering, except for initial public offerings where the individual has a right to purchase the Security based on a preexisting status as a security holder, policy holder or depositor. G. No Employee shall maintain or open a brokerage account constituting a Personal Account unless duplicate confirmations and statements of all account activity are forwarded to the Compliance Officer. H. No Employee shall use any Derivative to evade the restrictions of this Code of Ethics. I. No Investment Person shall be a director of a publicly traded company other than First Union Corporation without prior written approval of the Compliance Officer. Approval generally will not be granted. J. No Access Person shall make investments for any Personal Account in any investment club without prior written approval from the Compliance Officer. K. No Access Person may purchase a Security for any Personal Account in a private offering without prior written approval of the person's Chief Investment Officer or the Compliance Officer. In considering whether to grant such approval, the Compliance Officer or Chief Investment Officer will consider several factors, including but not limited to: (1) whether the investment opportunity should be reserved for a Client Account; and (2) whether the opportunity is being offered to the Access Person by virtue of his or her position with respect to a Client Account or a Covered Company. If approval is granted, the Access Person must disclose the investment to the appropriate Chief Investment Officer before participating in any way in any decision as to whether a Client Account should invest in such Security or in another Security issued by the same issuer. In such circumstances, the Chief Investment Officer will conduct a review by investment personnel with no interest in the issuer prior to a purchase on behalf of a Client Account. The Compliance Officer shall retain a record of this approval and the rationale supporting it. L. No Access Person may offer investment advice or manage any person's portfolio in which he or she does not have Beneficial Ownership other than a Client Account without prior written approval from the Compliance Officer. M. No Investment Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) Securities (other than securities issued by First Union Corporation) in a Personal Account within 60 calendar days. Any resulting profits will be disgorged as instructed by the Compliance Officer. N. No Investment Person may buy or sell a Security for any Personal Account within seven calendar days before or after a Client Account that he or she manages, or provides information or advice to, or executes investment decisions for, trades in that Security, except: (1) purchases pursuant to a dividend reinvestment program or purchases based upon preexisting status as a security holder, policy holder or depositor; (2) purchases of Securities through the exercise of rights issued to the Employee as part of a pro rata issue to all holders of such Securities, and the sale of such rights; (3) transactions that are non-volitional, including any sale out of a brokerage account resulting from a bona fide margin call as long as collateral was not withdrawn from such account within ten days prior to the call; and (4) transactions previously approved in writing by the Compliance Officer that have been determined not to be harmful to any Client Account because of the volume of trading in the Security. Any related profits from such transaction will be disgorged as instructed by the Compliance Officer. O. No Employee shall, directly or indirectly, in connection with any purchase or sale of any Security by a Client Account or a Covered Company or in connection with the business of a Client Account or a Covered Company, accept or receive from a third party any gift or other thing of more than de minimis value, other than (i.) business entertainment such as meals and sporting events involving no more than ordinary amenities and (ii.) unsolicited advertising or promotional materials that are generally available. An Employee also should consult First Union Corporation's Code of Conduct relating to acceptance of gifts from customers and suppliers. An Employee shall refer questions regarding the permissibility of accepting items of more than de minimis value to the Compliance Officer. II. PRE-CLEARING PERSONAL TRADES Pre-Clearance Procedures and Standards A. No Access Person may engage in a Securities transaction (other than a transaction described in Section B. below) involving a Personal Account unless he/she has first pre-cleared the transaction by completing a Personal Investment Pre-Clearance Form and had the form signed and/or initialed as set forth therein. Approval shall be indicated by the Access Person's Chief Investment Officer or other designated supervisor signing and dating the Form where indicated at the bottom. Any such approval shall only be valid until the end of the next trading day. The time allotment is limited to the actual time of purchase or sale of the Security. If execution of the trade does not take place by the end of the next trading day, then another pre-clearance request must be processed and approved. "Good till cancelled" orders are forbidden and "no - limit" orders must be cancelled or pre-cleared again by the end of the next trading day after the approval if the trade is not executed. B. The following transactions are excluded from the pre-clearance requirement: (1) any transactions in Securities traded on a national securities exchange or NASDAQ NMS with an aggregate amount of (i.) 500 shares or less or (ii.) $25,000 or less (whichever is a lessor amount) of a particular security within a seven-day window. The de minimis is not valid for an Investment Person who has knowledge of recent purchases and sales of the same security within Client accounts. (2) purchases pursuant to a dividend reinvestment program (DRIP) or purchases based upon preexisting status as a security holder, policy holder or depositor; (3) purchases of Securities through the exercise of rights issued to the Employee as part of a pro rata issue to all holders of such Securities, and the sale of such rights; (4) transactions that are non-volitional, including any sale out of a brokerage account resulting from a bona fide margin call as long as collateral was not withdrawn from such account within ten days prior to the call; (5) transactions in Securities issued by First Union Corporation; (6) transactions by an Investment Person in a Security that all Client Accounts for which the person makes or executes investment decisions or recommendations are prohibited under their investment guidelines from purchasing; and (7) transactions previously approved in writing by the Compliance Officer that have been determined not to be harmful to any Client Account because of the volume of trading in the Security. C. Failure to receive pre-approval on applicable trades will result in the following actions: (1) First Failure: Letter of Reprimand; (2) Second Failure: $100.00 fine, payable to a charity agreeable to the Compliance Officer and the Access Person; (3) Third Failure: $250.00 fine, payable to a charity agreeable to the Compliance Officer and the Access Person; (4) Fourth Failure: Referral to appropriate management for action. D. All employees should consult the First Union Code of Conduct regarding the permissibility of investing in other financial institutions. III. REPORTING REQUIREMENTS A. Each year every Employee must sign an acknowledgment stating that he/she has received and reviewed and will comply with this Code of Ethics. New Employees should read and sign the policy within 30 days of employment. B. Each Employee shall give written instructions to every broker with whom he or she transacts for any Personal Account to provide duplicate confirmation for all purchases and sales of Securities to: For First Union Capital Management Group, First Capital Group, and Evergreen Investment Management (not EIMCO) Employees: First Union National Bank 201 South College St./CP3 Charlotte, NC 28202-0137 ATTN: CMG Compliance For Lieber & Company and Evergreen Asset Management Corp. Employees: Evergreen Funds 2500 Westchester Avenue Purchase, NY 10577 ATTN: Compliance Department For Evergreen Investment Management Company, Inc. Employees: Evergreen Funds 200 Berkeley Street Boston, MA 02116 ATTN: Compliance Department For Mentor Investment Advisor and Mentor Perpetual Advisors Employees: Evergreen Funds 901 E. Byrd St. Richmond, VA 23219 ATTN: Compliance Department For Tattersall Advisory Group, Inc. Employees: Tattersall Advisory Group, Inc. 6802 Paragon Place, Suite 200 Richmond, VA 23230 ATTN: Compliance Department For Meridian Investment Company Employees: Vicki Calhoun First Union National Bank/Trust Compliance PO Box 7558 Philadelphia, PA 19101-7558 C. Employees who are not Investment Persons or Access Persons must report all transactions for their Personal Account annually for each year ending December 31 by the following January 31. D. Each Access Person must report all Securities holdings in all Personal Accounts upon commencement of employment (or within ten days of becoming an Access Person) and thereafter annually, for each year ending December 31 by the following January 31. A separate holdings list need not be provided if all personal security holdings are otherwise listed on copies of brokerage statements received by Compliance. E. Each Access Person shall file with the Compliance Officer within ten calendar days after the end of each calendar quarter (March 31, June 30, September 30, December 31) a report listing each Security transaction (including those exempt from the pre-clearance requirements) effected during the quarter for any Personal Account; provided, however, a Security transaction need not be separately reported under this paragraph if a copy of a broker confirmation for the transaction was forwarded to the appropriate Compliance Officer as required under Section 1.G. F. Any Employee who becomes aware of any person trading on or communicating Inside Information (or contemplating such actions) must report such event to the Compliance Officer or the Assistant General Counsel. G. Any Employee who becomes aware of any person violating this Code of Ethics must report such event to the Compliance Officer or the Assistant General Counsel. IV. ENFORCEMENT A. Review - The Compliance Officer shall review reports filed under the Code of Ethics to determine whether any violation of this Code of Ethics may have occurred. B. Investigation - The Assistant General Counsel shall investigate any substantive alleged violation of the Code of Ethics. An Employee allegedly involved in a violation of the Code of Ethics may be required to deliver to the Assistant General Counsel or his/her designee all tax returns involving any Personal Account or any Securities for which the Employee has Beneficial Ownership for all years requested. Failure to comply may result in termination. C. Sanctions - In determining the sanctions to be imposed for a violation of this Code of Ethics, the following factors, among others, may be considered: (1) the degree of willfulness of the violation; (2) the severity of the violation; (3) the extent, if any, to which an Employee profited or benefited from the violation; (4) the adverse effect, if any, of the violation on a Covered Company or a Client Account; and (5) any history of prior violation of the Code. The following sanctions, among others, may be considered: (1) disgorgement of profits; (2) fines; (3) letter of reprimand; (4) suspension or termination of employment; and (5) such other actions as the Compliance Officer in concert with appropriate legal counsel, or the Boards of Trustees of the Evergreen Funds, shall determine. D. All violations of the Code of Ethics involving Employees with responsibilities relating to the Evergreen Funds or otherwise involving the Evergreen Funds, and any sanctions imposed shall be reported to the Boards of Trustees of the Evergreen Funds. All violations of the Code and any sanctions also shall be reported to the Employee's supervisor, and any regulatory agency requiring such reporting, and shall be filed in the Employee's personnel record. E. Potential Legal Penalties for Misuse of Inside Information (1) civil penalties up to three times the profit gained or loss avoided; (2) disgorgement of profits; (3) injunctions, including being banned from the securities industry; (4) criminal penalties up to $1 million; and/or (5) jail sentences. V. DEFINITIONS ACCESS PERSON: Access Person includes: (i.) any director of a Covered Company or any officer of a Covered Company with the title of Vice President or above, but excluding any such director or officer excluded in writing by the Covered Company's Compliance Officer with the approval of the Assistant General Counsel; (ii.) any Investment Person, but excluding any such person excluded in writing by the appropriate person's Compliance Officer with the approval of the Assistant General Counsel; and (iii.) any Employee of a Covered Company who, in connection with his or her regular duties, makes, participates in, or obtains information regarding the purchase or sale of a Security by a Client Account or a Covered Company. Upon being notified of the hiring of a new Employee or of a change in an Employee's job title or responsibilities, the appropriate Compliance Officer will determine and notify the Employee as to whether he/she is or has become an Access Person under the Code. ASSISTANT GENERAL COUNSEL: Michael H. Koonce - 617/210-3663 BENEFICIAL OWNERSHIP: A direct or indirect financial interest in an investment giving a person the opportunity directly or indirectly to participate in the risks and rewards of the investment, regardless of the actual owner of record. Securities of which a person may have Beneficial Ownership include, but are not limited to: (1) securities owned by a spouse, by or for minor children, or by relatives of the person or his/her spouse who live in his/her home, including Securities in trusts of which such persons are beneficiaries; (2) a proportionate interest in Securities held by a partnership of which the person is a general partner; (3) securities for which a person has a right to dividends that are separated or separable from the underlying securities; and (4) securities that a person has a right to acquire through the exercise or conversion of another Security. CLIENT ACCOUNT: Any account of any person or entity (including an investment company) for which a Covered Company provides investment advisory or investment management services. Client Account does not include brokerage or other accounts not involving investment advisory or management services. COMPLIANCE OFFICER: The Compliance Officers for each Covered Company are set forth below: First Union Capital Management Group Evergreen Investment Management, and First Capital Group ------------------------------------ Clint Lackey 704/374-3476 Karen Knudtsen 704-374-2249 Joni McCabe 704/374-6404 Donna Mooney 704/383-8197 Vicki Calhoun 215/985-8742 Evergreen Asset Management Corp. Lieber & Company ------------------------------- Christina Carroll 914/641-2301 Jim Angelos 617/210-3690 Evergreen Investment Management Company, Inc. -------------------------------------------- Cathy White 617/210-3606 Jim Angelos 617/210-3690 Meridian Investment Company --------------------------- Vicki Calhoun 215/985-8742 Tattersall Advisory Group ------------------------- Margaret Corwin 804/289-2663 Mentor Investment Advisors Mentor Perpetual Advisors -------------------------- Taylor Nelson 804/782-3209 COVERED COMPANY: Includes Evergreen Asset Management Company, Evergreen Investment Management Company, Inc., Lieber & Company, Mentor Investment Advisors, Mentor Perpetual Advisors, Meridian Investment Company, Tattersall Advisory Group, Inc. and the investment groups included within the Capital Management Group of First Union National Bank, which currently include Evergreen Investment Management, First Capital Group, and First Investment Advisors. Covered Company also includes any CMG advisors that are acquired during the time this Code is in effect. DERIVATIVE: Every financial arrangement whose value is linked to, or derived from, fluctuations in the prices of stock, bonds, currencies or other assets. Derivatives include but are not limited to futures, forward contracts, options and swaps on interest rates, currencies, and stocks. DIRECT OR INDIRECT INFLUENCE OR CONTROL: The power on the part of an Employee, his/her spouse or a relative living in his/her home to directly or indirectly influence the selection or disposition of investments. EMPLOYEE: Any director, officer, or employee of a Covered Company, including temporary or part-time employees and employees on short-term disability or leave of absence. Independent contractors and their employees providing services to a Covered Company, if designated by the Compliance Officer, shall be treated as Employees under this Code. EVERGREEN FUNDS: The open and closed-end investment companies advised or administered by the Covered Companies. INSIDE INFORMATION: Information regarding a Security or its issuer that has not yet been effectively communicated to the public through an SEC filing or widely distributed news release, and which a reasonable investor would consider important in making an investment decision or which is reasonably likely to impact the trading price of the Security. Inside Information includes, but is not limited to, information about (i.) dividend changes, (ii.) earnings estimates and changes to previously released estimates, (iii.) other changes in financial status, (iv.) proposed mergers or acquisitions, (v.) purchases or sales of material amounts of assets, (vi.) significant new business, products or discoveries or losses of business, (vii.) litigation or investigations, (viii.) liquidity difficulties or (ix.) management changes. INVESTMENT PERSON: An Employee who is a portfolio manager, securities analyst, or trader, or who otherwise makes recommendations regarding or effects the purchase or sale of securities by a Client Account. PERSONAL ACCOUNT: Any holding of Securities constituting Beneficial Ownership, other than a holding of Securities previously approved by the Compliance Officer over which the Employee has no Direct Influence or Control. A Personal Account is not limited to securities accounts maintained at brokerage firms, but also includes holdings of Securities owned directly by an Employee. SECURITY: Any type of equity or debt instrument and any rights relating thereto, such as derivatives, warrants and convertible securities. Unless otherwise noted, Security does not include: (1) US Government Securities (see definition below); (2) commercial paper, certificates of deposit, repurchase agreements, bankers' acceptances, or any other money market instruments; (3) shares of registered open-end investment companies (i.e., mutual funds); (4) commodities (except the Security that does include options on individual equity or debt securities); (5) real estate investment trusts; (6) guaranteed insurance contracts/ bank investment contracts; or (7) index based securities; (8) derivatives based on any instruments listed above. Shares issued by all closed end funds (excluding index-based derivatives) are included in the definition of Security. U.S. Government Securities: All direct obligations of the U.S. Government and its agencies and instrumentalities (for instance, obligations of GNMA, FHLCC, or FHLBs). -----END PRIVACY-ENHANCED MESSAGE-----