Ex. 99-B.8.50
Form of Shareholder Services Agreement dated ___________, 2000,
between Federated Administrative Services for the Wachovia Funds
and the Wachovia Municipal Funds and Aetna Investment Services, Inc.
SHAREHOLDER SERVICES AGREEMENT
This Agreement is made between the Financial Institution executing this
Agreement ("Provider") and Federated Administrative Services ("FAS") for the
Wachovia Funds and the Wachovia Municipal Funds (the "Trusts"), on behalf of the
portfolios listed in Exhibit A hereto (the "Funds"), who have approved this form
of Agreement. In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. FAS hereby appoints Provider to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Services"). Provider agrees to provide
Services which, in its best judgment, are necessary or desirable for its
customers who are investors in the Funds. Provider further agrees to provide
FAS, upon request, a written description of the Services which Provider is
providing hereunder.
2. The Services to be provided under Paragraph 1 may include, but are
not limited to, the following:
(a) communicating account openings to the Funds' transfer agent,
through a toll-free telephone number or otherwise;
(b) communicating account closings to the Funds' transfer agent,
through a toll-free telephone number or otherwise;
(c) communicating purchase transactions to the Funds' transfer agent,
through a toll-free telephone number or otherwise;
(d) communicating redemption transactions to the Funds' transfer
agent, through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for Fund Share
purchases and redemptions, and confirming and reconciling all such
transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel; and
(h) responding to customers' and potential customers' questions about
the Funds.
The Services listed above are illustrative. The Provider 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, the Funds will pay the Provider
fees as set forth in a written schedule delivered to the Provider pursuant to
this Agreement. The fee schedule for Provider may be changed by FAS sending a
new fee schedule to Provider pursuant to Paragraph 10 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. (a) Provider understands that the United States Department of Labor
has opined that, under certain circumstances the receipt of administrative
service fees or other compensation from funds by service providers who are
fiduciaries to plans subject to ERISA will not result in the violation of
ERISA's prohibited transaction rules on self-dealing. See ERISA Opinion Letter
Nos. 97-15A and 97-16A (May 22, 1997). Neither FAS, the Trusts, nor the Funds
shall be liable to Provider for any loss, damages, expense, penalty, claim, or
cause of action which may arise by virtue of Provider's investment of ERISA plan
assets in any Fund or the receipt of service fees and other compensation from
the Funds as a result of such investment.
(b) Provider understands that to the extent a person exercises any
discretionary authority or discretionary control with respect to the management
of the assets of any individual retirement account or of an employee benefit
plan, or who renders investment advice to such account or plan for a fee, or has
any authority or responsibility to do so, or has any discretionary authority or
discretionary responsibility in the administration of such account or plan, he
is a fiduciary under Section 4975 of the Internal Revenue Code and under ERISA,
and that the United States Department of Labor takes the position that a trustee
of the plan is a fiduciary with respect to the plan under ERISA.
5. The Provider agrees not to solicit or cause to be solicited directly,
or indirectly at any time in the future, any proxies from the shareholders of a
Fund in opposition to proxies solicited by management of the Trusts, unless a
court of competent jurisdiction shall have determined that the conduct of a
majority of the Board of Trustees of the Trusts constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard of their duties. This
Paragraph 5 will survive the term of this Agreement.
6. 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 Board of the Trust,
including a majority of the members of the Board of the Trusts who are not
interested persons of the Funds and have no direct or indirect financial
interest in the operation of this Agreement or in any related documents to this
Agreement ("Disinterested Board Members") cast in person at a meeting called for
that purpose.
7. Notwithstanding Paragraph 6, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Board Members of the Trusts or by a vote of a
majority of the outstanding voting securities of a Fund as defined in the
Investment Company Act of 1940 on not more than sixty (60) days' written notice
to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; 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.
8. This Agreement may be amended by FAS from time to time to add or
delete portfolios and/or classes of the Funds by the following procedure. FAS
will mail a copy of the amendment to the Provider's address, as shown below. If
the Provider does not object to the amendment within thirty (30) days after its
receipt, the amendment will become part of this Agreement. The Provider's
objection must be in writing and be received by FAS within such thirty days.
9. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
Provider: FEDERATED ADMINISTRATIVE SERVICES
-------------------------------------------- Federated Investors Tower
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Date:
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Authorized Signature Title:
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