0000907244-05-000372 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST of EVERGREEN GMO ASSET ALLOCATION TRUST a Delaware Statutory Trust Principal Place of Business:
Agreement and Declaration of Trust • September 15th, 2005 • Asset Allocation Trust - DE • Delaware
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MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • September 15th, 2005 • Asset Allocation 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").

ASSET ALLOCATION TRUST
Asset Allocation Trust - DE • September 15th, 2005

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 Asset Allocation Trust, a new open-end investment management company, hereby elects to become a Fund party to such Agreement.

MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • September 15th, 2005 • Asset Allocation 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 • September 15th, 2005 • Asset Allocation Trust - DE • Massachusetts

This Agreement is made as of September 15, 2005 by and between Asset Allocation Trust, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 15th, 2005 • Asset Allocation Trust - DE • Delaware

This AGREEMENT is made the 15th day of September 2005, by and between ASSET ALLOCATION TRUST, a Delaware statutory trust (the “Trust”), and GRANTHAM, MAYO, VAN OTTERLOO, LLC, a Delaware limited liability company (the “Adviser”).

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