Evergreen Variable Annuity Trust /De/ Sample Contracts

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Form of Investment Advisory Agreement]
Evergreen Variable Trust /Oh • March 3rd, 1997
BY-LAWS OF
Evergreen Variable Annuity Trust /De/ • April 25th, 2001
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • March 20th, 1998 • Evergreen Variable Trust /Oh • Delaware
Form of Investment Advisory Agreement]
Evergreen Variable Trust /Oh • March 3rd, 1997
BY-LAWS OF
Evergreen Variable Trust /Oh • March 20th, 1998
Form of Investment Advisory Agreement]
Evergreen Variable Trust /Oh • March 3rd, 1997
AMENDED AND RESTATED MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • April 27th, 2007 • Evergreen Variable Annuity Trust /De/ • 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.

PRINCIPAL UNDERWRITING AGREEMENT EVERGREEN VARIABLE ANNUITY TRUST
Principal Underwriting Agreement • March 11th, 2009 • Evergreen Variable Annuity Trust /De/ • Massachusetts

AGREEMENT made as of this 31st day of December, 2008 by and between Evergreen Variable Annuity 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 • April 29th, 2009 • Evergreen Variable Annuity Trust /De/ • 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”).

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AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • April 27th, 2007 • Evergreen Variable Annuity Trust /De/

Amendment dated January 19, 2006, to the Custodian Agreement, dated May 1, 1998, as amended, by and between State Street Bank and Trust Company (the “Custodian”) and Evergreen Variable Annuity Trust (the “Fund”) (the “Agreement”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 27th, 2007 • Evergreen Variable Annuity Trust /De/ • 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").

MASTER TRANSFER AND RECORDKEEPING AGREEMENT
Master Transfer and Recordkeeping Agreement • April 28th, 2006 • Evergreen Variable Annuity Trust /De/ • Massachusetts

AGREEMENT made as of the 18th day of September, 1997 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 (“ESC”), having its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116.

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").

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 24th, 2008 • Evergreen Variable Annuity Trust /De/ • Massachusetts

AGREEMENT made this 21st day of September, 2001, by and between Evergreen Investment Management Company, LLC (the “Adviser”), and Tattersall Advisory Group, Inc. (the “Sub-adviser”).

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 CUSTODIAN AGREEMENT
Custodian Agreement • April 27th, 2007 • Evergreen Variable Annuity Trust /De/

Amendment dated July 6, 2000, to the custody contract (the “Custodian Agreement”), dated September 18, 1997, as amended, by and between State Street Bank and Trust Company (the “Custodian”) and Evergreen Variable Annuity Trust, on behalf of each of its Portfolios as defined in the Custodian Agreement (each a “Fund”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 24th, 2008 • Evergreen Variable Annuity Trust /De/ • Delaware

AGREEMENT made the 1st day of October 2006, by and between Evergreen Investment Management Company, LLC, a Delaware limited liability company (the “Adviser”) and Tattersall Advisory Group, Inc., a Virginia corporation (the “Sub-adviser”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • April 27th, 2007 • Evergreen Variable Annuity Trust /De/

This Amendment to Custodian Agreement is made as of June 29, 2001 by and between Evergreen Variable Annuity Trust (the “Fund”) and State Street Bank and Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Agreement referred to below.

AMENDMENT TO CUSTODIAN CONTRACT
Custodian Contract • April 27th, 2007 • Evergreen Variable Annuity Trust /De/

Amendment dated December 7,2006, to the Custodian Agreement dated September 18, 1997, as amended (the “Agreement”), by and between State Street Bank and Trust Company (the ”Custodian”) and Evergreen Variable Annuity Trust (the “Fund”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • March 11th, 2009 • Evergreen Variable Annuity Trust /De/ • Delaware

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

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