0000907244-09-000326 Sample Contracts

AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • May 28th, 2009 • Evergreen Money Market Trust • 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.

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PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MONEY MARKET TRUST
Principal Underwriting Agreement • May 28th, 2009 • Evergreen Money Market Trust • Massachusetts

AGREEMENT made as of this 31st day of December, 2008 by and between Evergreen Money Market 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 • May 28th, 2009 • Evergreen Money Market Trust • 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”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • May 28th, 2009 • Evergreen Money Market Trust • 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").

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • May 28th, 2009 • Evergreen Money Market Trust • Delaware

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

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF EVERGREEN MONEY MARKET TRUST
Agreement and Declaration • May 28th, 2009 • Evergreen Money Market Trust

The undersigned, constituting at least a majority of the Trustees of Evergreen Money Market 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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