Evergreen Select Equity Trust Sample Contracts

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OF
By-Laws • May 11th, 2001 • Evergreen Select Equity Trust
FORM OF PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN SELECT EQUITY TRUST CLASS A AND C SHARES
Principal Underwriting Agreement • May 11th, 2001 • Evergreen Select Equity Trust • Massachusetts
AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • September 19th, 1997 • Evergreen Select Equity Trust • Delaware
AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • November 17th, 1997 • Evergreen Select Equity Trust • Delaware
AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • November 28th, 2006 • Evergreen Select Equity Trust • Massachusetts

AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT made as of the 21st day of September, 2006 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, LLC (“ESC”), having its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116.

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN SELECT EQUITY TRUST
Principal Underwriting Agreement • January 28th, 2009 • Evergreen Select Equity Trust • Massachusetts

AGREEMENT made as of this 31st day of December, 2008 by and between Evergreen Select Equity Trust on behalf of its series listed on Exhibit A attached hereto and made a part hereof, and each series subsequently issued by the Trust, (such Trust and series referred to herein as "Fund" individually or "Funds" collectively) and Evergreen Investment Services, Inc., a Delaware corporation ("Principal Underwriter").

TAX SERVICES ADMINISTRATION AGREEMENT
Tax Services Administration Agreement • November 26th, 2007 • Evergreen Select Equity Trust • Massachusetts

AGREEMENT dated as of July 1, 2003 by and between Evergreen Investment Services, Inc. (“Evergreen”) and State Street Bank and Trust Company (the “Financial Administrator”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • November 23rd, 2009 • Evergreen Select Equity Trust • Delaware

AGREEMENT made the 12th day of February, 2009, by and between EVERGREEN SELECT EQUITY TRUST, a Delaware statutory trust (the "Trust") and, EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware limited liability corporation (the "Adviser").

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • November 26th, 2007 • Evergreen Select Equity Trust

Amendment dated January 19, 2006, to the Custodian Agreement, dated September 18, 1997, as amended, by and between State Street Bank and Trust Company (the “Custodian”) and Evergreen Select Equity Trust (the “Fund”) (the “Agreement”).

MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • January 27th, 2006 • Evergreen Select Equity Trust • Massachusetts

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.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2010 • Evergreen Select Equity Trust • Delaware

THIS AGREEMENT is made as of January 4, 2010, by and between EVERGREEN SELECT EQUITY TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each series, a “Fund” and collectively, the “Funds”), separately and not jointly, and WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

INTERIM INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • January 28th, 2009 • Evergreen Select Equity Trust • Delaware

AGREEMENT made the 31st day of December 2008, by and between EVERGREEN SELECT EQUITY TRUST, a Delaware business trust (the “Trust”) and EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware limited liability company (the “Adviser”).

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MASTER ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 23rd, 2009 • Evergreen Select Equity Trust • Delaware

This Administrative Services Agreement is made as of this 2nd day of January, 2002 between the Evergreen Trusts listed on SCHEDULE A, each a Delaware business trust (herein called individually the “Trust” and together the "Trusts"), and Evergreen Investment Services, Inc., a Delaware corporation (herein called "EIS").

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • January 26th, 2007 • Evergreen Select Equity Trust

This Amendment to Custodian Agreement is made as of June 29, 2001 by and between Evergreen Select Equity Trust (the “Fund”) and State Street Bank and Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Agreement referred to below.

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF EVERGREEN SELECT EQUITY TRUST
Agreement and Declaration of Trust • November 28th, 2008 • Evergreen Select Equity Trust

The undersigned, constituting at least a majority of the Trustees of Evergreen Select Equity Trust (the “Trust”), a Delaware statutory trust created and existing under an Agreement and Declaration of Trust, as amended and restated on March 17, 2004 (the “Declaration of Trust”), having determined that it is desirable and appropriate to amend Section 1 of Article IV of the Declaration of Trust pursuant to their authority under Section 3 of Article VIII of the Declaration of Trust, do hereby direct that this Amendment be filed with the records of the Trust and do hereby delete and replace in its entirety Section 1 of Article IV of the Declaration of Trust with the following:

DEALER AGREEMENT
Dealer Agreement • November 24th, 2004 • Evergreen Select Equity Trust • Massachusetts

Evergreen Investment Services, Inc. (“Company”), principal underwriter, invites you to participate in the distribution of shares, including separate classes of shares (“Shares”), of the investment companies comprising the Evergreen Fund Family (collectively “Funds”, and each individually a “Fund”), which are currently or hereafter underwritten by the Company, subject to the following terms:

AMENDMENT TO CUSTODIAN CONTRACT
Custodian Agreement • January 26th, 2007 • Evergreen Select Equity Trust

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Custodian and the Fund hereby amend the Agreement, pursuant to the terms thereof, as follows:

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