Exhibit (d)(xvi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT L
to the
Investment Advisory Contract
WACHOVIA INTERMEDIATE FIXED INCOME FUND
For all services rendered by the Adviser hereunder, the above-named
Portfolio of the Trust shall pay to the Adviser and the Adviser agrees to accept
as full compensation for all services rendered hereunder, an annual investment
advisory fee equal to .60% of the average daily net assets of the Portfolio.
The portion of the fees based upon the average daily net assets of the
Portfolio shall be accrued daily at the annual rate of .60% applied to the daily
net assets of the Portfolio.
The advisory fee so accrued shall be paid to the Adviser daily.
Witness the due execution as of the 4th day of March, 1998.
WACHOVIA BANK, N.A.
By: /S/ MICHAEL J. TIERNEY
--------------------------------------
Name: Michael J. Tierney
Title: Executive Vice President/CIO
THE WACHOVIA FUNDS
By: /S/ JOHN W. MCGONIGLE
--------------------------------------
Name: John W. McGonigle
Title: President
Exhibit (d)(xviii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT O
to the
Investment Advisory Contract
WACHOVIA EXECUTIVE FIXED INCOME FUND
For all services rendered by the Adviser hereunder, the above-named
Portfolio of the Trust shall pay to the Adviser and the Adviser agrees to accept
as full compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.70% of the average daily net assets of the Portfolio.
The portion of the fees based upon the average daily net assets of the
Portfolio shall be accrued daily at the annual rate of 0.70% applied to the
daily net assets of the Portfolio.
The advisory fee so accrued shall be paid to the Adviser daily.
Witness the due execution as of the 3rd day of June, 1999.
WACHOVIA BANK, N.A.
By: /S/ T. RAY MCKINNEY
--------------------------------------
Name: T. Ray McKinney
Title: Executive Vice President
THE WACHOVIA FUNDS
By: /S/ CHARLES L. DAVIS, JR.
--------------------------------------
Name: Charles L. Davis, Jr.
Title: Vice President, Assistant Treasurer
Exhibit (a)(xiv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
THE WACHOVIA FUNDS
January 15, 1999
Wachovia Bank, N.A.
100 North Main street
Winston-Salem, North Carolina 27101
Dear Ladies and Gentlemen:
Each fund listed on Schedule A ("Fund"), is a series of The Wachovia
Funds, a Massachusetts business trust ("Trust"). The Trust has entered into an
Investment Advisory Contract ("Advisory Contract") with Wachovia Bank, N.A.
("Wachovia") whereby Wachovia may from time to time reduce its fees for advisory
services.
Wachovia hereby agrees during the period from December 15, 1998 through
January 31, 2000, to waive its fees, and/or make reimbursements to the Funds, so
that each Fund's operating expenses (excluding interest, taxes, brokerage
commissions, and extraordinary expenses of the Fund) do not exceed, in the
aggregate, the rate per annum of the Fund's average daily net assets specified
with respect that Fund in Schedule A ("Expense Limitation"). Wachovia agrees
that this obligation shall constitute a contractual commitment enforceable by
the Trust and that Wachovia shall not asset any right to reimbursement of
amounts so waived or reimbursed.
The Trust agrees to furnish or otherwise make available to yousuch copies
of its financial statements, reports, and other information relating to its
business and affairs as you may, at any time or from time to time, reasonably
request in connection with this Agreement.
You understand that you shall look only to the assets of a Fund for
performance of this agreement as it relates to that Fund and for payment of any
claim you may have hereunder relating to that Fund, and neither any other series
of the Trust, nor any of the Trust's trustees, officers, employees, agents or
shareholders, whether past, present or future shall be personally liable
therefor.
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,
2000. This agreement was approved by the Trustees of the Trust at their meeting
on December 3, 1998.
This agreement is made and to be performed principally in the State of
North Carolina, and except insofar as the Investment Company Act of 1940, as
amended ("1940 Act'), or other federal laws and regulations may be controlling,
this agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of North Carolina. Any amendment to this
agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
THE WACHOVIA FUNDS,
on behalf of the Funds listed on Schedule A
By: /S/ CHARLES L. DAVIS, JR.
---------------------------------
Title: Vice President and Assistant Treasurer
The foregoing agreement is hereby
accepted as of December 15, 1998
WACHOVIA BANK, N.A.
By: /S/ MICHAEL J. TIERNEY
---------------------------
Michael J. Tierney
Executive Vice President, Wachovia Corporation
Schedule A
WACHOVIA FUNDS SCHEDULE OF EXPENSES
1999
Total Expenses
Equity Fund
Class Y 90
Class A 115
Class B 190
Quantitative Equity Fund
Class Y 87
Class A 112
Class B 187
Balanced Fund
Class Y 0
Class A 25
Class B 100
Fixed Income Fund
Class Y 0
Class A 25
Class B 100
Short-Term Fixed Income Fund
Class Y 0
Class A 25
Intermediate Fixed Income Fund
Class Y 0
Class A 25
Growth and Income Fund
Class Y 0
Class A 25
Equity Index Fund
Class Y 0
Class A 25
Special Values Fund
Class Y 0
Class A 25
Emerging Markets Fund
Class Y 0
Class A 25
Georgia Municipal Bond Fund
Class Y 0
Class A 25
North Carolina Municipal Bond Fund
Class Y 0
Class A 25
South Carolina Municipal Bond Fund
Class Y 0
Class A 25
Virginia Municipal Bond Fund
Class Y 0
Class A 25
Money Market Fund
Class Y 0
Class A 40
Tax-Free Money Market Fund
Class Y 0
Class A 40
U.S. Treasury Money Market Fund
Class Y 0
Class A 40
Prime Cash Management
Class Y 0
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: /S/ CHARLES L. DAVIS, JR.
-----------------------------
Name: Charles L. Davis, Jr.
Title: Vice President, Asst. Treasurer
WACHOVIA BANK. N.A.
By: /S/ T. RAY MCKINNEY
---------------------------
Name: T. Ray McKinney
Title: Executive Vice President
Exhibit (a)(xvii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT M
to the
Investment Advisory Contract
WACHOVIA PERSONAL EQUITY FUND
For all services rendered by the Adviser hereunder, the above-named
Portfolio of the Trust shall pay to the Adviser and the Adviser agrees to accept
as full compensation for all services rendered hereunder, an annual investment
advisory fee equal to .70% of the average daily net assets of the Portfolio.
The portion of the fees based upon the average daily net assets of the
Portfolio shall be accrued daily at the annual rate of .70% applied to the daily
net assets of the Portfolio.
The advisory fee so accrued shall be paid to the Adviser daily.
Witness the due execution as of the 1st day of July, 1999.
WACHOVIA BANK, N.A.
By: /S/ T. RAY MCKINNEY
--------------------------------------
Name: T. Ray McKinney
Title: Executive Vice President
THE WACHOVIA FUNDS
By: /S/ CHARLES L. DAVIS, JR.
--------------------------------------
Name: Charles L. Davis, Jr.
Title: Vice President, Assistant Treasurer
