Exhibit 6(iv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
FORM OF
EXHIBIT K
to the
Distribution Agreement
THE WACHOVIA FUNDS
Class A Shares
Class Y Shares
Wachovia Growth & Income Fund
In consideration of the mutual covenants set forth in the Distribution
Agreement (the "Agreement") dated March 9, 1992 between The Wachovia Funds and
Federated Securities Corp. ("FSC"), The Wachovia Funds executes and delivers
this Exhibit on behalf of the Portfolios first set forth in this Exhibit.
FSC shall retain the initial sales charge, if any, on purchases of shares
of the above Portfolios as set forth in The Wachovia Funds' Registration
Statement. FSC is authorized to collect the gross proceeds derived from the sale
of such shares, remit the net asset value thereof to the applicable Portfolio
upon receipt of the proceeds and retain the initial sales charge, if any.
FSC may reallow any or all of the initial sales charges which it is paid
under the Agreement to such brokers and other financial institutions as FSC may
from time to time determine.
Witness the due execution hereof this day of , 1997.
The Wachovia Funds
By:
Vice President
Federated Securities Corp.
By:
Executive Vice President
EXHIBIT L
to the Distribution Agreement
THE WACHOVIA FUNDS
Class B Shares
Wachovia Growth & Income Fund
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 9th day of March, 1992, between The Wachovia
Funds and Federated Securities Corp. with respect to the Classes of the
Portfolios set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the Classes. Pursuant to this
appointment FSC is authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the Prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services to the Trust and
its shareholders of the above-listed Classes.
2. Administrative support services may include, but are not limited to,
the following functions: (1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker or
Administrator's premises, through a toll-free telephone number or otherwise; (2)
account closings: the Broker or Administrator similarly communicates account
closings; (3) purchase transactions: the Broker or Administrator similarly
communicates purchase transactions; (4) redemption transactions: the Broker or
Administrator similarly communicates redemption transactions; (5) transmittal of
funds: the Broker or Administrator wires funds and receives funds for Trust
share purchases and redemptions; (6) reconciliation activities: the Broker or
Administrator confirms and reconciles all transactions and reviews the activity
in the Trust's accounts; (7) training: the Broker or Administrator provides
training and supervision of its personnel; (8) interest posting: the Broker or
Administrator posts and reinvests dividends and other distributions to
shareholders; (9) prospectus and shareholder reports: the Broker or
Administrator maintains and distributes current copies of prospectuses,
statements of additional information and shareholder reports; (10)
advertisements: the Broker or Administrator advertises the availability of its
services and products; (11) design services: the Broker or Administrator
provides assistance in the design of materials to send to customers and in the
development of methods of making such materials accessible to customers; (12)
consultation services: the Broker or Administrator provides information about
the product needs of customers; and (13) information services: the Broker or
Administrator responds to customers' and potential customers' questions about
the Trust.
3. During the term of this Agreement, the Trust may in its discretion, but
is not obligated to, pay FSC for services pursuant to this Agreement, a monthly
fee computed at an annual rate not to exceed 0.75 of 1% of the average net asset
value of the Classes listed above, held during the month. For the month in which
this 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.
4. FSC will enter into separate written agreements with various firms to
provide certain of the services in Paragraph One herein. FSC, in its sole
discretion, may pay Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.
5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
In consideration of the mutual covenants set forth in the Distribution
Agreement dated March 9, 1992 between The Wachovia Funds and Federated
Securities Corp., The Wachovia Funds executes and delivers this Exhibit on
behalf of the Portfolios with respect to the separate Classes thereof first set
forth in this Exhibit.
Witness the due execution hereof this day of , 1997.
The Wachovia Funds
By:
Vice President
Federated Securities Corp.
By:
Executive Vice President
