Exhibit d(xv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment #1
to Letter Agreement
between
The Wachovia Funds and
Wachovia Bank, N.A.
This Amendment No. 1 to Letter Agreement ("Agreement") dated January 15,
1999, by and between The Wachovia Funds (the "Trust") and Wachovia Bank, N.A.
("Wachovia").
WHEREAS, the Trust and Wachovia have agreed to amend the Agreement in
certain respects;
NOW THEREFORE, the parties intending to be legally bound agree as
follows:
The first sentence of the fifth paragraph is hereby deleted and
replaced with the following:
"This Agreement is effective as of December 15, 1998, and it will
terminate upon the earlier of the termination of the Advisory Contract
or January 31, 2001."
WITNESS the due execution hereof this 31st day of January, 2000.
THE WACHOVIA FUNDS
By:
Name:
Title:
WACHOVIA BANK. N.A.
By:
Name:
Title:
