Exhibit m(xi) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K
Trust name changed to The Wachovia Funds - 7/31/97
BROKER'S RULE 12b-1 AGREEMENT
This Agreement is made between the financial institution executing this
Agreement (the "Broker") and Federated Securities Corp. ("FSC") for the mutual
funds or portfolios (referred to individually as the "Fund" and collectively as
the "Funds") or classes thereof for which FSC serves as distributor of shares of
beneficial interest or capital stock ("Shares") and which have adopted a Rule
12b-1 Plan ("Plan") and approved this form of agreement pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940 Act"). In
consideration of the mutual covenants hereinafter contained, it is hereby agreed
by and between the parties hereto as follows:
1. FSC hereby appoints the Broker to render or cause to be rendered sales
and administrative support services to the Funds and their shareholders.
2. The services to be provided under Paragraph 1 may include, but are not
limited to, the following:
(a) communicating Fund account openings to FSC through computer
terminals located on the Broker's premises ("computer
terminals"), through a toll-free telephone number or
otherwise;
(b) communicating Fund account closings to FSC through the
computer terminals, through a toll-free telephone number or
otherwise;
(c) entering Fund purchase transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(d) entering Fund redemption transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(e) electronically transferring and receiving funds for Fund
purchases and redemptions;
(f) confirming and reconciling all such transactions and reviewing
the activity in Fund accounts;
(g) posting and reinvesting dividends and other distributions to
shareholders;
(h) maintaining and distributing current copies of
prospectuses, statements of additional information and
shareholder reports of the Funds;
(i) advertising the availability of its services and products with
respect to the Funds;
(j) providing assistance and review in designing materials to
send to customers and potential customers and developing
methods of making such materials accessible to customers
and potential customers;
(k) providing information about the product needs of customers; and
(l) providing training and supervision of its personnel with respect to
the foregoing; (m) responding to customers' and potential customers'
questions about the Funds.
The services listed above are illustrative. The Broker is not required to
perform each service and may at any time perform either more or fewer services
than described above.
3. During the term of this Agreement, FSC will pay the Broker fees for each
Fund as set forth in a written schedule delivered to the Broker pursuant to this
Agreement. The fee schedule may be changed by FSC pursuant to Paragraph 9 of
this Agreement. For the payment period in which this Agreement becomes effective
or terminates, there shall be an appropriate proration of the fee on the basis
of the number of days that this Agreement is in effect during the quarter.
4. With respect to each Fund, this Agreement shall continue in effect for
one year from the date of its execution, and thereafter for successive periods
of one year if the form of this Agreement is approved at least annually by the
Directors or Trustees of the Fund, including a majority of the members of the
Board of Directors or Trustees of the Fund who are not interested persons of the
Fund and have no direct or indirect financial interest in the operation of the
Fund's Plan or in any related documents to the Plan ("Disinterested Directors or
Trustees") cast in person at a meeting called for that purpose.
5. Notwithstanding Paragraph 4, this Agreement may be terminated as
follows:
(a) by FSC at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Directors or
Trustees of the particular Fund or by a vote of a majority
of the outstanding voting securities of the Fund or
portfolio or class thereof as defined in the 1940 Act, on
not more than sixty (60) days' written notice to the
Broker;
(b) automatically in the event of the Agreement's assignment as
defined in the 1940 Act or upon the termination of the
"Administrative Support and Distributor's Contract" or
"Distributor's Contract" or "Distribution Agreement"
between the Fund and FSC; and
(c) by either party to the Agreement without cause by giving
the other party at least sixty (60) days' written notice of
its intention to terminate.
6. The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.
7. The Broker agrees to provide FSC or its designee such customer
information as is reasonably necessary to monitor sales of Shares and ensure
Shares are properly and duly registered with applicable state securities
authorities. The Broker also agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the Internal
Revenue Code, and any applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation of any
required backup withholding.
8. This Agreement supersedes any prior service agreements between the
parties for the Funds.
9. This Agreement may be amended by FSC from time to time by the following
procedure. FSC will mail a copy of the amendment to the Broker's address, as
shown below. If the Broker does not object to the amendment within thirty (30)
days after its receipt, the amendment will become part of the Agreement. The
Broker's objection must be in writing and be received by FSC within such thirty
(30) days.
10. This Agreement shall be construed in accordance with the laws of the
State of North Carolina; provided, however that nothing herein shall be
construed in a manner inconsistent with the 1940 Act or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
WACHOVIA SECURITIES, INC.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Date: _July 14, 1992 By: /s/ Xxxxx Xxxxxx
-------------------- ------------------------------
FEDERATED SECURITIES CORP.
Federated Investors Tower
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Date: _March 11, 1992 By: /s/ Xxxxxxx X. Xxxxxx
-------------------- --------------------------------
Xxxxxxx X. Xxxxxx, President
Superseded by Exhibit B to 12b-1 Agreement
All references to Biltmore should be changed to Wachovia - 7/31/97 Biltmore U.S.
Government Money Market Fund withdrawn from registration.
The Biltmore Funds
--------------------------
EXHIBIT A to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay the Broker fees for the following mutual funds, portfolios or
classes thereof (the "Funds") effective as of the dates set forth below:
Name Date
Biltmore Money Market Fund March 9, 1992
(Investment Shares)
Biltmore U.S. Government Money Market Fund March 9, 1992
(Investment Shares)
Biltmore Tax-Free Money Market Fund March 9, 1992
(Investment Shares)
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a monthly fee in
respect of each Fund. This fee will be computed at the annual rate of 0.40% of
the average net asset value of Shares held during the month in accounts for
which the Broker provides services under this Agreement.
2. For the monthly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
Superseded by Exhibit C to 12b-1 Agreement
All references to Biltmore should be changed to Wachovia - 7/31/97 Biltmore U.S.
Government Money Market Fund withdrawn from registration.
The Biltmore Funds
--------------------------
EXHIBIT B to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay the Broker fees for the following mutual funds, portfolios or
classes thereof (the "Funds") effective as of the dates set forth below:
Name Date
Biltmore Money Market Fund March 9, 1992
(Investment Shares)
Biltmore U.S. Government Money Market Fund March 9, 1992
(Investment Shares)
Biltmore Tax-Free Money Market Fund March 9, 1992
(Investment Shares)
Biltmore U.S. Treasury Money Market Fund January 31, 1993
(Investment Shares)
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a monthly fee in
respect of each Fund. This fee will be computed at the annual rate of 0.40% of
the average net asset value of Shares held during the month in accounts for
which the Broker provides services under this Agreement.
2. For the monthly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
Superseded by Exhibit D to 12b-1 Agreement
All references to Biltmore should be changed to Wachovia - 7/31/97 Biltmore U.S.
Government Money Market Fund withdrawn from registration.
THE BILTMORE FUNDS
THE BILTMORE MUNICIPAL FUNDS
EXHIBIT C to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay the Broker fees for the following mutual funds, portfolios
or classes thereof (the "Funds") effective as of the dates set forth below:
Name Date
Biltmore Balanced Fund June 6, 1996
(Class B Shares)
Biltmore Emerging Markets Fund June 6, 1996
(Class B Shares)
Biltmore Equity Fund June 6, 1996
(Class B Shares)
Biltmore Equity Index Fund June 6, 1996
(Class B Shares)
Biltmore Fixed Income Fund June 6, 1996
(Class B Shares)
Biltmore Quantitative Equity Fund June 6, 1996
(Class B Shares)
Biltmore Short-Term Fixed Income Fund June 6, 1996
(Class B Shares)
Biltmore Special Values Fund June 6, 1996
(Class B Shares)
Biltmore Georgia Municipal Bond Fund June 6, 1996
(Class B Shares)
Biltmore North Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Biltmore South Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a monthly fee
in respect of each Fund. This fee will be computed at the annual rate of 0.75 of
1% of the average net asset value of Shares held during the month in accounts
for which the Broker provides services under this Agreement.
2. For the monthly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
Superseded by Exhibit E to 12b-1 Agreement
THE WACHOVIA FUNDS
THE WACHOVIA MUNICIPAL FUNDS
EXHIBIT D to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
FSC will pay the Broker fees for the following mutual funds, portfolios
or classes thereof (the "Funds") effective as of the dates set forth below:
Name Date
Wachovia Balanced Fund June 6, 1996
(Class B Shares)
Wachovia Emerging Markets Fund June 6, 1996
(Class B Shares)
Wachovia Equity Fund June 6, 1996
(Class B Shares)
Wachovia Equity Index Fund June 6, 1996
(Class B Shares)
Wachovia Fixed Income Fund June 6, 1996
(Class B Shares)
Wachovia Quantitative Equity Fund June 6, 1996
(Class B Shares)
Wachovia Short-Term Fixed Income Fund June 6, 1996
(Class B Shares)
Wachovia Special Values Fund June 6, 1996
(Class B Shares)
Wachovia Georgia Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia North Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia South Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia Growth & Income Fund December 4, 1997
(Class B Shares)
Wachovia Virginia Municipal Bond Fund December 4, 1997
(Class B Shares)
Wachovia Intermediate Fixed Income Fund March 4, 1998
(Class B Shares)
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a monthly fee
in respect of each Fund. This fee will be computed at the annual rate of 0.75 of
1% of the average net asset value of Shares held during the month in accounts
for which the Broker provides services under this Agreement.
2. For the monthly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
As revised: March 4, 1998
Superseded by Exhibit F dated 7/1/99
THE WACHOVIA FUNDS
THE WACHOVIA MUNICIPAL FUNDS
EXHIBIT E to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
FSC will pay the Broker fees for the following mutual funds, portfolios
or classes thereof (the "Funds") effective as of the dates set forth below:
Name Date
Wachovia Balanced Fund June 6, 1996
(Class B Shares)
Wachovia Emerging Markets Fund June 6, 1996
(Class B Shares)
Wachovia Equity Fund June 6, 1996
(Class B Shares)
Wachovia Equity Index Fund June 6, 1996
(Class B Shares)
Wachovia Fixed Income Fund June 6, 1996
(Class B Shares)
Wachovia Quantitative Equity Fund June 6, 1996
(Class B Shares)
Wachovia Short-Term Fixed Income Fund June 6, 1996
(Class B Shares)
Wachovia Special Values Fund June 6, 1996
(Class B Shares)
Wachovia Georgia Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia North Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia South Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia Growth & Income Fund December 4, 1997
(Class B Shares)
Wachovia Virginia Municipal Bond Fund December 4, 1997
(Class B Shares)
Wachovia Intermediate Fixed Income Fund March 4, 1998
(Class B Shares)
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a monthly fee in
respect of each Fund. This fee will be computed at the annual rate of 0.75 of 1%
of the average net asset value of Shares held during the month in accounts for
which the Broker provides services under this Agreement.
2. For the monthly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
As revised: March 4, 1998
THE WACHOVIA FUNDS
THE WACHOVIA MUNICIPAL FUNDS
EXHIBIT F to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
FSC will pay the Broker fees for the following mutual funds, portfolios
or classes thereof (the "Funds") effective as of the dates set forth below:
Name Date
Wachovia Balanced Fund June 6, 1996
(Class B Shares)
Wachovia Emerging Markets Fund June 6, 1996
(Class B Shares)
Wachovia Equity Fund June 6, 1996
(Class B Shares)
Wachovia Equity Index Fund June 6, 1996
(Class B Shares)
Wachovia Fixed Income Fund June 6, 1996
(Class B Shares)
Wachovia Quantitative Equity Fund June 6, 1996
(Class B Shares)
Wachovia Short-Term Fixed Income Fund June 6, 1996
(Class B Shares)
Wachovia Special Values Fund June 6, 1996
(Class B Shares)
Wachovia Georgia Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia North Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia South Carolina Municipal Bond Fund June 6, 1996
(Class B Shares)
Wachovia Growth & Income Fund December 4, 1997
(Class B Shares)
Wachovia Virginia Municipal Bond Fund December 4, 1997
(Class B Shares)
Wachovia Intermediate Fixed Income Fund March 4, 1998
(Class B Shares)
Wachovia Executive Equity Fund June 3, 1999
(Class B Shares)
Wachovia Executive Fixed Income Fund June 3, 1999
(Class B Shares)
Wachovia Personal Equity Fund July 1, 1999
(Class B Shares)
Administrative Fees
1. During the term of this Agreement, FSC will pay Broker a monthly fee in
respect of each Fund. This fee will be computed at the annual rate of 0.75 of 1%
of the average net asset value of Shares held during the month in accounts for
which the Broker provides services under this Agreement.
2. For the monthly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
As revised: July 1, 1999
