Evergreen Municipal Trust /De/ Sample Contracts

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BY-LAWS OF
Evergreen Municipal Trust /De/ • July 25th, 2001
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 8th, 1997 • Evergreen Municipal Trust /De/ • Delaware
AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • December 27th, 2007 • Evergreen Municipal Trust /De/ • 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 MUNICIPAL TRUST
Principal Underwriting Agreement • September 25th, 2009 • Evergreen Municipal Trust /De/ • Massachusetts

AGREEMENT made as of this 31st day of December, 2008 by and between Evergreen Municipal 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 • July 28th, 2008 • Evergreen Municipal Trust /De/ • 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”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • July 30th, 2007 • Evergreen Municipal Trust /De/

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 Municipal Trust (the “Fund”) (the “Agreement”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 27th, 2007 • Evergreen Municipal Trust /De/ • 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 • December 28th, 2004 • Evergreen Municipal Trust /De/ • 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.

Custodian Agreement
Custodian Agreement • July 30th, 2007 • Evergreen Municipal Trust /De/ • Massachusetts

This Agreement between Evergreen Municipal Trust, a business trust organized and existing under the laws of Delaware with its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116 (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”),

TRANSFER AND ASSUMPTION OF MASTER ADMINISTRATIVE SERVICES AGREEMENT
Transfer and Assumption • December 21st, 2009 • Evergreen Municipal Trust /De/

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").

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • July 27th, 2009 • Evergreen Municipal Trust /De/ • Delaware

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

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • July 28th, 2008 • Evergreen Municipal Trust /De/ • 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 • July 30th, 2007 • Evergreen Municipal Trust /De/

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 Muncipal Trust, on behalf of each of its Portfolios as defined in the Custodian Agreement (each a “Fund”).

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AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • July 30th, 2007 • Evergreen Municipal Trust /De/

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

MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • July 28th, 2006 • Evergreen Municipal Trust /De/ • 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.

DEALER AGREEMENT
Dealer Agreement • October 28th, 2004 • Evergreen Municipal Trust /De/ • 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 • July 28th, 2006 • Evergreen Municipal Trust /De/ • 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").

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MUNICIPAL TRUST
Principal Underwriting Agreement • February 28th, 2007 • Evergreen Municipal Trust /De/ • Massachusetts

AGREEMENT made as of this 1st day of May, 2004 by and between Evergreen Municipal 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").

FOR CLASS B-2 SHARES OF
Underwriting Agreement • November 12th, 1997 • Evergreen Municipal Trust /De/ • Massachusetts
A. CLASS A SHARES
Evergreen Municipal Trust /De/ • November 12th, 1997
PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MUNICIPAL TRUST
Principal Underwriting Agreement • December 27th, 2007 • Evergreen Municipal Trust /De/ • Massachusetts

AGREEMENT made as of this 1st day of May, 2004 by and between Evergreen Municipal 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").

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF EVERGREEN MUNICIPAL TRUST
Agreement and Declaration • December 24th, 2008 • Evergreen Municipal Trust /De/

The undersigned, constituting at least a majority of the Trustees of Evergreen Municipal 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:

ROPES & GRAY LLP LETTERHEAD]
Evergreen Municipal Trust /De/ • April 25th, 2008

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated as of December 21, 2007 between and among Evergreen Municipal Trust, a Delaware statutory trust (the “Trust”), on behalf of one of its series, Evergreen Alabama Municipal Bond Fund (“Target Fund”), the Trust, on behalf of one of its series, Evergreen Municipal Bond Fund (“Acquiring Fund”), and Evergreen Investment Management Company, LLC. The Agreement describes a proposed transaction (the “Transaction”) to occur as of the date of this letter (the “Closing Date”), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Ta

TAX SERVICES ADMINISTRATION AGREEMENT
Tax Services Administration Agreement • July 30th, 2007 • Evergreen Municipal Trust /De/ • 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”).

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