0000907244-10-000192 Sample Contracts

TRANSFER AND ASSUMPTION OF MASTER ADMINISTRATIVE SERVICES AGREEMENT
Transfer and Assumption • February 10th, 2010 • Evergreen Variable Annuity Trust /De/

This TRANSFER AND ASSUMPTION OF MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as of January 1, 2008, by and among Evergreen Investment Management Company, LLC, 200 Berkeley Street, Boston, MA 02116 (“EIMC”), Evergreen Investment Services, Inc., 200 Berkeley Street, Boston, MA 02116 (“EIS”), and each of the Evergreen Trusts listed on Schedule A to this Agreement, each a Delaware statutory trust, 200 Berkeley Street, Boston, MA 02116, separately, and not jointly (each, a "Trust" and collectively, the "Trusts").

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DISTRIBUTION AGREEMENT
Distribution Agreement • February 10th, 2010 • Evergreen Variable Annuity Trust /De/ • Delaware

THIS AGREEMENT is made as of January 4, 2010, by and between EVERGREEN EQUITY TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each series, a “Fund” and collectively, the “Funds”), separately and not jointly, and WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF EVERGREEN VARIABLE ANNUITY TRUST
And Restated Agreement • February 10th, 2010 • Evergreen Variable Annuity Trust /De/

The undersigned, constituting at least a majority of the Trustees of Evergreen Variable Annuity 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:

INTERIM SUB-ADVISORY AGREEMENT AMONG EVERGREEN VARIABLE ANNUITY TRUST, EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC AND WELLS CAPITAL MANAGEMENT INCORPORATED
Sub-Advisory Agreement • February 10th, 2010 • Evergreen Variable Annuity Trust /De/ • Delaware

This AGREEMENT is made as of this 1st day of December, 2009, by and among Evergreen Variable Annuity Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116, Evergreen Investment Management Company, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116, and Wells Capital Management Incorporated (the “Sub-Adviser”), a corporation organized under the laws of the State of California, with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105.

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