0000907244-07-000562 Sample Contracts

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AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • July 30th, 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.

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
Administrative Services Agreement • July 30th, 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").

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”),

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • July 30th, 2007 • Evergreen Municipal Trust /De/ • Delaware

AGREEMENT made the 18th day of September 1997, by and between EVERGREEN MUNICIPAL TRUST, a Delaware business trust (the “Trust”) and KEYSTONE INVESTMENT MANAGEMENT COMPANY, a Delaware corporation (the “Adviser”).

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”).

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.

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MUNICIPAL TRUST
Principal Underwriting Agreement • July 30th, 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").

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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