Evergreen Select Money Market Trust Sample Contracts

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BY-LAWS OF
Evergreen Select Money Market Trust • April 27th, 2001
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • November 21st, 1997 • Evergreen Select Money Market Trust • Delaware
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 6th, 1997 • Evergreen Select Money Market Trust • Delaware
AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • June 26th, 2008 • Evergreen Select Money Market 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 MONEY MARKET TRUST
Principal Underwriting Agreement • June 29th, 2009 • Evergreen Select Money Market Trust • Massachusetts

AGREEMENT made as of this 31st day of December, 2008 by and between Evergreen Select Money Market 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 • June 26th, 2008 • Evergreen Select Money Market 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 • June 30th, 2009 • Evergreen Select Money Market Trust • Delaware

AGREEMENT made the 12th day of February, 2009, by and between EVERGREEN SELECT MONEY MARKET 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 • June 27th, 2007 • Evergreen Select Money Market 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 Money Market Trust (the “Fund”) (the “Agreement”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 27th, 2007 • Evergreen Select Money Market 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").

MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • June 30th, 2005 • Evergreen Select Money Market 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.

TRANSFER AND ASSUMPTION OF MASTER ADMINISTRATIVE SERVICES AGREEMENT
Transfer and Assumption • June 26th, 2008 • Evergreen Select Money Market Trust

This TRANSFER AND ASSUMPTION OF MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as of January 1, 2008, by and among Evergreen Investment Management Company, LLC, 200 Berkeley Street, Boston, MA 02116 (“EIMC”), Evergreen Investment Services, Inc., 200 Berkeley Street, Boston, MA 02116 (“EIS”), and each of the Evergreen Trusts listed on Schedule A to this Agreement, each a Delaware statutory trust, 200 Berkeley Street, Boston, MA 02116, separately, and not jointly (each, a "Trust" and collectively, the "Trusts").

DISTRIBUTION AGREEMENT
Distribution Agreement • April 21st, 2010 • Evergreen Select Money Market Trust • Delaware

THIS AGREEMENT is made as of January 4, 2010, by and between EVERGREEN SELECT MONEY MARKET 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.

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • June 27th, 2007 • Evergreen Select Money Market Trust

Amendment dated July 6, 2000, to the custody contract (the “Custodian Agreement”), dated September 18, 1997, as amended, by and between State Street Bank and Trust Company (the “Custodian”) and Evergreen Select Money Market Trust, on behalf of each of its Portfolios as defined in the Custodian Agreement (each a “Fund”).

AMENDMENT TO CUSTODIAN CONTRACT
Custodian Contract • June 27th, 2007 • Evergreen Select Money Market Trust

Amendment dated December 7, 2006, to the Custodian Agreement dated September 18, 1997, as amended (the “Agreement”), by and between State Street Bank and Trust Company (the ”Custodian”) and Evergreen Select Money Market Trust (the “Fund”).

AMENDMENT TO DEALER AGREEMENT
Dealer Agreement • June 30th, 2005 • Evergreen Select Money Market Trust • Massachusetts

WHEREAS, the Dealer and Distributor have entered into a Dealer Agreement pursuant to which Dealer participates in the distribution of shares of mutual funds distributed by Distributor;

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DEALER AGREEMENT
Dealer Agreement • June 30th, 2005 • Evergreen Select Money Market 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:

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • June 26th, 2008 • Evergreen Select Money Market 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").

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • June 23rd, 2006 • Evergreen Select Money Market Trust • Delaware

AGREEMENT made the 11th day of May 2001, by and between EVERGREEN SELECT MONEY MARKET TRUST, a Delaware business trust (the “Trust”) and EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware corporation (the “Adviser”).

FORM OF ACCOUNTING SERVICES AGREEMENT
Form of Accounting Services Agreement • October 29th, 1999 • Evergreen Select Money Market Trust • Massachusetts
November 15, 2000 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...
Evergreen Select Money Market Trust • November 15th, 2000

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 Evergreen Cash Management Money Market Fund, Evergreen Cash Management Municipal Money Market Fund and Evergreen Cash Management U.S Government Money Market Fund, a series of Evergreen Select Money Market Trust, hereby elects to become a Fund party to such Agreement.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • June 30th, 2004 • Evergreen Select Money Market Trust • Delaware

AGREEMENT made the 11th day of May 2001, by and between EVERGREEN SELECT MONEY MARKET TRUST, a Delaware business trust (the “Trust”) and EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC, a Delaware corporation (the “Adviser”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • June 27th, 2007 • Evergreen Select Money Market Trust

This Amendment to Custodian Agreement is made as of June 29, 2001 by and between Evergreen Select Money Market 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.

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MONEY MARKET TRUST
Principal Underwriting Agreement Evergreen Money Market Trust Agreement • May 26th, 2004 • Evergreen Select Money Market Trust • Delaware

AGREEMENT made as of this 1st day of May, 2004 by and between Evergreen Money Market 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"). It is hereby mutually agreed as follows: 1. The Fund hereby appoints Principal Underwriter a principal underwriter of each class of shares of beneficial interest of the Fund listed on Exhibit B attached hereto and made a part hereof and each class of shares subsequently issued by the Trust ("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

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