0001169232-05-001736 Sample Contracts

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN MUNICIPAL TRUST
Principal Underwriting Agreement • March 18th, 2005 • 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").

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EVERGREEN MUNICIPAL TRUST
Evergreen Municipal Trust /De/ • March 18th, 2005

Pursuant to Paragraph 1 of the Master Transfer and Recordkeeping Agreement dated September 18, 1997 between Evergreen Service Company and various Funds (the “Agreement”), as defined in the Agreement, this is to notify Evergreen Service Company that Evergreen Alabama Municipal Bond Fund, a series of Evergreen Municipal Trust, hereby elects to become a Fund party to such Agreement.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • March 18th, 2005 • 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").

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