Exhibit 9(xix) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FORM OF
Amendment #1 to
EXHIBIT 1
to the Agreement for
Fund Accounting Services,
Administrative Services
and
Transfer Agency Services
The Agreement for Fund Accounting Services, Administrative Services and
Transfer Agency Services dated December 4, 1997 among THE WACHOVIA FUNDS, THE
WACHOVIA MUNICIPAL FUNDS and FEDERATED SERVICES COMPANY shall apply to the
following Portfolios:
Wachovia Money Market Fund
(Investment Shares)
(Institutional Shares)
Wachovia Tax-Free Money Market Fund
(Investment Shares)
(Institutional Shares)
Wachovia U.S. Treasury Money Market Fund
(Institutional Shares)
(Investment Shares)
Wachovia Prime Cash Management Fund
(Institutional Shares)
Wachovia Balanced Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Equity Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Equity Index Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Fixed Income Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Short-Term Fixed Income Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Special Values Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Quantitative Equity Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Emerging Markets Fund
Class A Shares*
Class B Shares
Class Y Shares
Wachovia Georgia Municipal Bond Fund
Class A Shares
Class B Shares
Class Y Shares
Wachovia North Carolina Municipal Bond Fund
Class A Shares
Class B Shares
Class Y Shares
Wachovia South Carolina Municipal Bond Fund
Class A Shares
Class B Shares
Class Y Shares
Wachovia Growth & Income Fund
Class A Shares
Class B Shares
Class Y Shares
Wachovia Virginia Municipal Bond Fund
Class A Shares
Class B Shares
Class Y Shares
*Existing Shares were redesignated as Class A Shares
I. General Fee
For all Fund Accounting, Administrative, and Transfer Agency Services provided
pursuant to this Agreement, the Investment Company agrees to pay and the Company
hereby agrees to accept as full compensation for its services rendered hereunder
a fee as follows:
With respect to Wachovia Prime Money market Fund ... ______ basis points
on average daily net assets.
With respect to all other Funds ... ______ basis points on average daily
net assets up to $3.5 billion and _____ basis points on average daily net
assets over $3.5 billion.
II. Fund Accounting Services Out-of-Pocket Expenses
Out-of-pocket expenses include, but are not limited to, the following: postage
(including overnight courier service), statement stock, envelopes, telephones,
telecommunication charges (including FAX), travel, duplicating, forms, supplies,
microfiche, computer access charges, client specific system enhancements ,access
to the shareholder recordkeeping system, security pricing services, variable
rate change notification services, paydown factor notification services
III. Transfer Agency Services Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to postage (including
overnight courier service), statement stock, envelopes, telecommunication
charges (including Fax), travel, duplicating, forms, supplies, microfiche,
computer access charges, client specific enhancements, disaster recovery, closed
account fees, processing fees (including check encoding), and expenses incurred
at the specific direction of the Fund. Postage for mass mailings is due seven
days in advance of the mailing date.
IV. Payment
Payment is due thirty days after the date of the invoice.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of , 199 .
THE WACHOVIA FUNDS
THE WACHOVIA MUNICIPAL FUNDS
By:
Name:
Title:
FEDERATED SERVICES COMPANY
By:
Name:
Title:
