0000907244-08-000727 Sample Contracts

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN SELECT EQUITY TRUST
Principal Underwriting Agreement • November 28th, 2008 • Evergreen Select Equity Trust • Massachusetts

AGREEMENT made as of this 20th day of October, 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").

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INTERIM INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Interim Investment Advisory and Management Agreement • November 28th, 2008 • Evergreen Select Equity Trust • Delaware

AGREEMENT made the 20th day of October 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”).

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF EVERGREEN SELECT EQUITY TRUST
And Restated Agreement • 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:

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