0000907244-08-000838 Sample Contracts

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MUNICIPAL TRUST
Principal Underwriting Agreement • December 24th, 2008 • Evergreen Municipal Trust /De/ • Massachusetts

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

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INTERIM INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • December 24th, 2008 • Evergreen Municipal Trust /De/ • Delaware

AGREEMENT made the 20th day of October 2008, by and between EVERGREEN MUNICIPAL 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 MUNICIPAL TRUST
Agreement and Declaration of Trust • 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:

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