WACHOVIA FUNDS, 485APOS, 1999-07-29

WACHOVIA FUNDS
485APOS, 1999-07-29

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1933 Act File No. 33-44590
1940 Act File No. 811-6504

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X__

Pre-Effective Amendment No. ___ .........................

Post-Effective Amendment No. 29 ....................... X__

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 _ X__

Amendment No. 30 ............................................. _ X__

THE WACHOVIA FUNDS

(Exact Name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) on pursuant to paragraph
(b) 60 days after filing pursuant to paragraph (a) (i) on pursuant to
paragraph (a) (i).
X 75 days after filing pursuant to paragraph (a)(ii) on _________________
pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Copies to:

Donald W. Smith, Esquire Alan C. Porter, Esquire
Kirkpatrick & Lockhart L.L.P. Piper & Marbury L.L.P.
1800 Massachusetts Avenue, N.W. 1200 Nineteenth Street, N.W.
Washington, D.C. 20036-1800 Washington, D.C. 20036-2430

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
July 29, 1999

THE WACHOVIA FUNDS

Wachovia Executive Equity Fund

Institutional Service Shares

Prospectus
October --,1999

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.

CONTENTS

Fund Goal, Strategies and Risk
What are the Fund's Fees and Expenses?
What are the Fund's Main Investment Techniques?
What are the Specific Risks of Investing in the Fund?
What do Shares Cost?
How is the Fund's Shares Sold?
How to Purchase Shares
How to Redeem Shares
Account and Share Information
Who Manages the Fund?
Financial Information

<PAGE>

2
FUND GOAL, STRATEGIES AND RISK

What are the Fund's Investment Goals?

The Fund's primary goal is to seek high total returns from a portfolio of equity
securities that provides diversification across market sectors. The Fund's
secondary goal is to seek to increase the after-tax returns of shareholders that
are taxable corporations by using various tax reduction strategies.
What is the Main Investment Strategy of the Fund?
The Fund pursues its investment goal by investing primarily in a diversified
portfolio of common stocks. Under normal market conditions, the Fund intends to
invest at least 65% of its assets in stocks. The Fund's investment adviser,
Wachovia Asset Management (Wachovia), establishes market sectors and manages the
allocation of the Fund's assets among those market sectors. From time to time,
Wachovia may add or remove market sectors and reallocate among sectors. Wachovia
intends to employ multiple investment sub-advisers to manage assets allocated to
specific market sectors and may add or remove sub-advisers to or from the
management of the Fund. Wachovia and the sub-advisers are sometimes called
"managers."

Wachovia has initially established the following domestic market sectors - core
equity, large-cap value, large-cap growth, small-cap value and small-cap growth,
and an international equity market sector. Wachovia has selected, and the Fund's
Board has approved, sub-advisers for the segments of the Fund's portfolio
invested in the large-cap value, large-cap growth, small-cap growth and
international market sectors. Once the Fund has sufficient assets for it to be
economically viable, assets will be allocated to sub-advisers as discussed
below. Wachovia will manage the remainder of the Fund's portfolio.

Wachovia uses various strategies to manage the composition of returns and
thereby seek to increase the after-tax returns of shareholders that are taxable
corporations. Successful application of these strategies will result in
shareholders incurring capital gains when they ultimately sell their Fund
shares.

Core Equity Strategy

Wachovia manages the segment of the Fund's portfolio allocated to core equity
investments comprised of a mix of equity securities from all market sectors,
which under normal conditions will comprise from 25% to 55% of the Fund's
portfolio. Wachovia selects securities based on a number of factors,
incorporating both growth and value measures. A combination of fundamental
analysis, quantitative modeling, strategic outlook, and relative price
performance trends are used to select stocks perceived to be undervalued with
prospects for improving fundamentals.

Wachovia's universe of approximately 1,000 stocks is created by screening stocks
traded on U.S. exchanges for investment grade or equivalent quality ratings and
market capitalization of one billion dollars or more. Sorted by economic sector
for team management, the stocks are then evaluated for selection through
disciplined consideration of investment criteria:

Valuation Wachovia's appraisal of company's
intrinsic value incorporating measures

of free cash flow, expected growth, business quality and financial strength;

Forecast Alpha A forecast of stock performance based
on a dynamic multi-factor model that
considers both value and growth measures;

Strategic Outlook A top-down perspective that
identified economic, political and social
trends influencing prospects for growth; and

Price Trends Analysis of stock price performance
relative to the market and other stocks in
the same sector and industry.

Large-Cap Growth Strategy

Alliance Capital Management L.P. (Alliance) sub-advises the segment of the
Fund's portfolio allocated to large-cap growth stocks, which under normal
conditions will comprise from 0% to 30% of the Fund's portfolio. Alliance
applies a "disciplined growth" strategy that uses its fundamental and
quantitative security scoring system for stock selection. With this approach,
Alliance attempts to consistently outperform growth benchmarks and to
significantly outperform the Standard & Poor's 500 Composite Stock Price Index
(Standard & Poor's 500 Index) over time. Alliance seeks to identify and invest
in companies with relative earnings strength at an early stage and at a
reasonable price. To achieve this goal, Alliance applies a disciplined approach
which relies on original fundamental research.

The emphasis of the "disciplined growth" process is on stock selection. Alliance
strives to identify and invest in companies which offer the best available
combination of strong relative earnings growth (its primary focus) and
attractive valuation. It attempts to control style and industry risks relative
to growth stock benchmarks. Alliance's internal fundamental research team
employs a quantitative methodology to rank the relative attractiveness of each
stock in its primary research universe, which consists of 500 stocks. The
portfolio is concentrated in the highest ranking stocks, and individual holdings
and position sizes are determined by the management team after debating their
respective investment merits and contribution to portfolio risk.

Large-Cap Value Strategy

Federated Investment Management Company (Federated) sub-advises the segment of
the Fund's portfolio allocated to large-cap value stocks, which under normal
conditions will comprise from 0% to 30% of the Fund's portfolio. Federated
invests primarily in equity securities of companies that are generally leaders
in their industries, characterized by sound management and the ability to
finance expected growth. It attempts to identify good long-term values through
disciplined investing and careful fundamental research. Stocks selected will
generally be in large capitalization companies that are in the top 25% of their
industries with regard to revenues.

Federated ranks the future performance potential of companies, based on
valuation models which attempt to identify companies trading at low valuation
relative to their history, to the market and to their expected future growth. To
determine the timing of purchases and sales of portfolio securities, Federated
looks at recent stock price performance and the direction of current fiscal year
earning estimates. In addition, Federated performs traditional fundamental
analysis to select the most promising companies.

Companies with similar characteristics may be grouped together in broad
categories called sectors. Federated attempts to diversify its segment of the
Fund's investments, limiting its segment's risk exposure with respect to
individual securities and industry sectors. In determining the amount to invest
in a security, and in order to manage sector risk, Federated attempts to limit
the exposure of its segment of the Fund's portfolio to each major sector in the
Standard & Poor's 500 Index, as a general matter, to not less than 50% nor more
than 200% of the Index's allocation to that sector.

Small-Cap Growth Strategy

Loomis, Sayles & Company, L.P. (Loomis Sayles) sub-advises the segment of the
Fund's portfolio allocated to small-cap growth stocks, which under normal
conditions will comprise from 0% to 30% of the Fund's portfolio. Loomis Sayles
primarily invests at least 65% of its segment in equity securities of companies
with market capitalizations that fall within the capitalization range of the
Russell 2000 Index and may invest up to 35% of its total segment in larger
companies. Loomis Sayles may invest any portion of the segment's assets in
Canadian securities and up to 20% of the segment's assets in the securities of
issuers headquartered outside the United States and Canada. Loomis Sayles
selects stocks with a bottom-up, fundamental research driven process. Emphasis
is placed on visiting portfolio candidates prior to purchase with continuing
contact during the investment holding period. Candidates for investment
generally have the following characteristics:

o The company offers new or distinctive products, services or technologies;

o Market share leaders or gaining share rapidly due to their product
positioning;

o The company is typically expected to generate earnings growth of at
least 20% per annum driven by both strong sales and improving
profitability; and

o A strong, experienced management team with the vision and capability to
grow into a large, profitable organization.

After a purchase candidate is identified, a determination of current valuation
and appreciation potential is made based upon estimates of future earnings and
earnings growth as well as the consistency of earnings growth. A price-earnings
to growth rate analysis is utilized to determine the attractiveness of a
company's current valuation. In addition to these earnings momentum tests, the
team considers other factors, such as earnings surprises, cash flows, return on
equity and assets and the quality of the company's management when determining
whether a company should be included in the portfolio. Securities are eliminated
when signs of slowing growth become apparent.

Small-Cap Value Strategy

Wachovia manages the segment of the Fund's portfolio allocated to small-cap
value stocks, which under normal conditions will comprise from 0% to 30% of the
Fund's portfolio. Wachovia looks for significantly undervalued companies that it
believes have the potential for above-average growth, commensurate with
increased risk. Investments are typically made in stocks of companies that have
low price-to-earnings ratios, are generally out of favor in the marketplace, are
selling significantly below their stated or replacement book value or are
undergoing a reorganization or other corporate action that may create
above-average price appreciation. Under normal market conditions, Wachovia
intends to invest at least 65% of this segment of Fund assets in stocks of
companies that have a market value capitalization of $1 billion or less.

Wachovia may invest up to 20% of this segment in foreign securities.

International Strategy

INVESCO Global Asset Management (N.A.), Inc. (INVESCO) sub-advises the segment
of the Fund's portfolio allocated to international securities, which under
normal conditions will comprise from 0% to 30% of the Fund's portfolio. There
are four cornerstones of INVESCO's investment approach. First, securities are
selected on a "bottom-up" basis; INVESCO selects individual companies rather
than countries, themes, or industry groups.

Second, INVESCO conducts financial analysis on a broad universe of over 2,200
non-U.S. companies located in over 30 countries whose key financial data INVESCO
has adjusted to be comparable across borders and currencies. INVESCO believes
that it is only through the use of such comparable data that the relative
attractiveness of companies around the world can be assessed in an unbiased way.
This comparable financial data is used in a financial screening process which
results in a relative valuation ranking of the universe of stocks.

Third, INVESCO believes that fundamental company research is enhanced by using
local investment professionals. INVESCO's truly global presence allows it to use
over 100 of INVESCO's own international specialists, located in Asia and Europe,
to conduct such fundamental corporate research. This fundamental research is
conducted on the 350-400 most attractive stocks from its universe.

Finally, INVESCO considers the overall diversification and risk of the portfolio
relative to the clients' benchmarks through a broad quantitative approach rather
than resorting to less sophisticated geographical or industry constraints. It is
expected that this risk management and diversification approach will result in
approximately 50-60 stocks in INVESCO's segment of the Fund's portfolio.

What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money
by investing in the Fund.

The value of equity securities in the Fund's portfolio will rise and fall. These
fluctuations could be a sustained trend or a drastic movement. The Fund's
portfolio will reflect changes in prices of individual stocks or general changes
in stock valuations.

Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States.

The Fund is also subject to the risk that its managers will not succeed in
attempting to minimize net realized capital gains or, conversely, that the Fund
will not have any realized or unrealized capital gains.

An investment in the Fund is not a deposit of a bank, is not insured or
guaranteed by Wachovia Bank, N.A., and is not insured or guaranteed by the U.S.
government, the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other government agency.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

This table describes the fees and expenses that you may pay when you buy, hold
and redeem shares of the Fund's Institutional Service Shares (Shares).

Shareholder Fees
Fees Paid Directly From Your Investment
<TABLE>
<CAPTION>

<S> <C>

- --------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering None
price)

- --------------------------------------------------------------------------------------------------

Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase
price or redemption proceeds, as None
applicable)

- --------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other
Distributions (as a percentage of None
offering price)

- --------------------------------------------------------------------------------------------------

Redemption Fee (as a percentage of amount redeemed, None
if applicable

- --------------------------------------------------------------------------------------------------

Exchange Fee None

- --------------------------------------------------------------------------------------------------

Annual Fund Operating Expenses1
Expenses That are Deducted from Fund Assets (as a percentage of average
net assets)

- --------------------------------------------------------------------------------------------------

Management Fee 0.95%

- --------------------------------------------------------------------------------------------------

Distribution (12b-1) Fee None

- --------------------------------------------------------------------------------------------------

Shareholder Services Fee 0.25%

- --------------------------------------------------------------------------------------------------

Other Expenses 0.69%

- --------------------------------------------------------------------------------------------------

Total Annual Institutional Services Shares Operating Expenses (Before 1.89%
Waiver)

- --------------------------------------------------------------------------------------------------

Waiver of Fund Expenses 0.59%

- --------------------------------------------------------------------------------------------------

Total Actual Annual Fund Operating Expenses (After 1.30%
Waiver)

- --------------------------------------------------------------------------------------------------

</TABLE>

1
Pursuant to an agreement between the investment adviser and the Trust, the
investment adviser agrees during the period from September 1, 1999 through
October 31, 2000 to waive its fees, and/or make reimbursements to the Fund, so
that the Fund's net operating expenses do not exceed, in the aggregate, the
Fund's Total Actual Annual Operating Expenses listed above. The investment
adviser agrees that this obligation shall constitute a contractual commitment
enforceable by the Trust and that the investment adviser shall not assert any
right to reimbursement of amounts so waived or reimbursed.

EXAMPLE
The following Example is intended to help you compare the cost of investing in
the Fund's Institutional Service Shares with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in the Fund's
Institutional Service Shares for the time periods indicated and then redeem all
of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's Institutional Service
Shares operating expenses are based upon the current expense limitation as shown
above in the table. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

1 Year 3 Years

- ----------------------------------------------------------------

Executive Equity Fund $132 $412

- ----------------------------------------------------------------

<PAGE>

WHAT ARE THE FUND'S MAIN INVESTMENTS AND INVESTMENT TECHNIQUES?

Equity Securities
Equity securities are the fundamental unit of ownership in a company. They
represent a share of the issuer's earnings and assets, after the issuer pays its
liabilities. Generally, issuers have discretion as to the payment of any
dividends or other distributions. As a result, investors cannot predict the
income they will receive from equity securities. However, equity securities
offer greater potential for appreciation than many other types of securities
because their value increases directly with the value of the issuer's business.
The following describes the types of equity securities in which the Fund
invests.

Common Stocks
Common stocks are the most prevalent type of equity security. Common
stockholders receive the residual value of the issuer's earnings and assets
after the issuer pays its creditors and any preferred stockholders. As a
result, changes in an issuer's earnings directly influence the value of its
common stock.

Warrants
Warrants give the Fund the option to buy the issuer's equity securities at
a specified price (the exercise price) at a specified future date (the
expiration date). The Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if
the price of the stock does not rise above the exercise price by the
expiration date. This increases the market risks of warrants as compared to
the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.

Foreign Securities
Foreign securities are securities of issuers based outside the United States.
The Fund considers an issuer to be based outside the United States if:

o it is organized under the laws of, or has a principal office located in,
another country;

o the principal trading market for its securities is in another country; or

o it (or its subsidiaries) derived in its most current fiscal year at
least 50% of its total assets, capitalization, gross revenue or profit
from goods produced, services performed, or sales made in another
country.

Tax Management Techniques
Wachovia will seek to enhance the Fund's after-tax return by allocating
portfolio assets among the Fund's managers. The managers may utilize one or more
of the following tax reduction techniques: minimizing portfolio turnover
consistent with the Fund's primary objective; seeking to increase capital
appreciation while minimizing realized capital gains, offsetting realized
capital gains with realized capital losses, employing highest-in-first-out
(HIFO) tax lot accounting (i.e., selling first the shares that have the highest
cost basis), and selling any security that has not met its expectations for
total return (so as to realize a relatively small capital gain). However, the
Fund and its managers are not obligated to use any of these particular
techniques at any time.

Temporary Defensive Investments
The Fund may temporarily depart from its principal investment strategy by
investing assets in cash, cash items, and shorter-term debt securities. The Fund
may do this to minimize potential losses and maintain liquidity to meet
shareholder redemptions during adverse market conditions. This may cause the
Fund to forego investment returns for the safety of principal.

WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?

Multi-Manager Risks
Each segment of the Fund is managed independently of the others. Consequently,
it is possible for the same security to be held simultaneously in different
segments. It is also possible for the same security to be acquired by one
sub-adviser while it is simultaneously being disposed of by another. Such trades
will not be aggregated; this could result in the Fund incurring higher brokerage
costs than a fund that is similarly managed with a single adviser.

Equity Securities Risks
The Fund is subject to fluctuations in the stock market which has periods of
increasing and decreasing values. These fluctuations can be caused by many
events, including changes to domestic or international economic conditions.
Because the Fund invests primarily in stocks it is more subject to equity risks.
Stocks have greater volatility than debt securities. While greater volatility
increases risk, it offers the potential for greater reward.

Risks Related to Investing for Growth and Value
Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental developments, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks. This
means they depend more on price changes for returns than do value stocks. Growth
stocks may be more adversely affected in a down market compared to value stocks
that pay higher dividends and that may lag behind growth stocks in an up market.

Risks Related to Company Size

Generally, the smaller the market capitalization of a company, the fewer the
number of shares traded daily, the less liquid its stock and the more volatile
its price. Market capitalization is determined by multiplying the number of its
outstanding shares by the current market price per share. Companies with smaller
market capitalizations also tend to have unproven track records, a limited
product or service base and limited access to capital. These factors also
increase risks and make these companies more likely to fail than companies with
larger market capitalizations.

Risks of Foreign Investing
Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States. Other risk
factors related to foreign securities include: rates of inflation, structure and
regulation of financial markets, liquidity and volatility of investments,
taxation policies, and accounting standards. In addition, a Fund may incur
higher costs and expenses when making foreign investments, which could impact
the Fund's performance. Exchange rates for currency fluctuate daily. The
combination of currency risk and market risks tends to make securities traded in
foreign markets more volatile than securities traded exclusively in the United
States.

Liquidity Risks
Trading opportunities are more limited for equity securities that are not widely
held. This may make it more difficult to sell or buy a security at a favorable
price or time. Consequently, the Fund may have to accept a lower price to sell a
security, sell other securities to raise cash or give up an investment
opportunity, any of which could have a negative effect on the Fund's
performance. Infrequent trading of securities may also lead to an increase in
their price volatility.

Liquidity risk also refers to the possibility that the Fund may not be able to
sell a security or close out a derivative contract when it wants to. If this
happens, the Fund will be required to continue to hold the security or keep the
position open, and the Fund could incur losses.

OTC derivative contracts generally carry greater liquidity risk than
exchange-traded contracts.

Leveraging Risks
Various investment strategies involve agreements to purchase or sell securities
or currencies in amounts that exceed the amount the Fund has invested in the
underlying securities or currencies. The excess exposure increases the risks
associated with the underlying securities or currencies on the Fund's investment
performance.

Securities Lending Risks
The Fund may lend securities. When the Fund lends its portfolio securities, it
may not be able to get them back from the borrower on a timely basis, thereby
exposing the Fund to a loss of investment opportunities.

Taxation Risks

Tax laws are subject to change. There is no assurance, for example, that the tax
laws applicable to capital gains will not be modified in the future.

Year 2000 Readiness
The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Fund, that rely on computers.

While it is impossible to determine in advance all of the risks to the Fund, the
Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the investment adviser is
reviewing information regarding the Year 2000 readiness of issuers of securities
the Fund may purchase. However, this may be difficult with certain issuers. For
example, funds dealing with foreign service providers or investing in foreign
securities will have difficulty determining the Year 2000 readiness of those
entities. This is especially true of entities or issuers in emerging markets.

The financial impact of these issues for the Fund is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Fund.

WHAT DO SHARES COST?

You can purchase or redeem Shares any day on which Wachovia Bank, N.A. (Wachovia
Bank), the New York Stock Exchange (NYSE) and the Federal Reserve Wire System
are open for business. When the Fund receives your transaction request in proper
form, it is processed at the next determined net asset value (NAV).

NAV is determined at the end of regular trading (normally 4 p.m. Eastern time)
each day the NYSE is open. The value of Shares is generally determined based
upon the market value of portfolio securities. However, the Fund's Board may
determine in good faith that another method of valuing an investment is
necessary to appraise its fair market value when a market price is unavailable.

The required minimum initial investment amount in the Fund is $500,000.
Subsequent investments must be at least $25,000.

Minimum initial investments may be waived from time to time for purchases by the
Trust Division of Wachovia Bank for its fiduciary or custodial accounts.
Accounts established through investment professionals may be subject to a
smaller minimum investment amount. Keep in mind that investment professionals
may charge you fees for their services in connection with your Share
transactions.

HOW ARE THE FUND'S SHARES SOLD?

The Fund offers two share classes: Institutional Service Shares and
Institutional Shares, each representing interests in a single portfolio of
securities. This prospectus relates only to Institutional Service Shares. Each
share class has different expenses which affect their performance. Call
1-800-994-4414 or contact your investment professional for more information
concerning the other class.

The Fund's Distributor, Federated Securities Corp., markets Shares to
institutions or individuals, directly or through an investment professional that
has an agreement with the Distributor (Authorized Dealer). The Distributor may
pay out of its assets other amounts (including items of material value) to
investment professionals for marketing and servicing Shares. The Distributor is
a subsidiary of Federated Investors, Inc.

HOW TO PURCHASE SHARES

You may purchase Shares through the Trust Division of Wachovia Bank or through
an Authorized Dealer.

The Fund and the Distributor reserve the right to reject any request to purchase
Shares.

Through the Trust Division of Wachovia Bank
Trust customers of Wachovia Bank may purchase Shares of the Fund in accordance
with the procedures set forth in the account agreement.

Orders must be received before 4:00 p.m. (Eastern time) in order to receive that
day's NAV. Orders received after 4:00 p.m. (Eastern time) will be purchased at
the next determined NAV.

By Mail
To purchase Shares of the Fund by mail, send a check made payable to the Fund
to:
The Wachovia Funds
P.O. Box 8612
Boston, MA 02266-8612

Orders by mail are considered received after payment by check is converted into
federal funds, which is normally the next business day after the Fund receives
the check.

By Telephone

Once you have opened an account and completed the appropriate sections of the
account application, you may purchase Shares by telephone. For more information,
call 1-800-994-4414.

Through an Authorized Dealer
Call your Authorized Dealer for specific instructions.

Purchase orders must be received before 3:00 p.m. (Eastern time) in order to
receive that day's NAV. Orders received after 3:00 p.m. (Eastern time) will be
purchased at the next determined NAV.

Automated Clearing House
Purchase orders made after 3:00 p.m. (Eastern time) with payment made through
Automated Clearing House are considered received by the Fund on the business day
following the purchase. Purchases made in this manner receive the NAV calculated
on the business day following the purchase.

Systematic Investment Program
Once you have opened a Fund account, you may add to your investment on a regular
basis in amounts of at least $25,000. Under this program, funds may be
automatically withdrawn from your checking account and invested in Shares at the
NAV next determined after an order is received by the Fund. You may apply for
participation in this program through Wachovia Bank or through the Distributor.

HOW TO REDEEM SHARES

The Fund redeems Shares at their NAV next determined after the Fund receives the
redemption request in proper form. Shares may be redeemed by telephone or by
mail through the Trust Division of Wachovia Bank, through an Authorized Dealer
or directly from the Fund.

All redemption requests must be received before 4:00 p.m. (Eastern time) in
order for Shares to be redeemed at that day's NAV.

By Mail
Send your written redemption request including your name, the Fund's name, your
account number and the Share or dollar amount requested to:

The Wachovia Funds
P.O. Box 8612
Boston, MA 02266-8612

By Telephone
You may redeem Shares of the Fund by calling the Fund at 1-800-994-4414.
Shareholders who are trust customers of Wachovia Bank may also contact their
trust officer.

Shareholders who have an Authorized Dealer should contact their Authorized
Dealer for specific instructions on how to redeem by telephone.

Your telephone instructions may be recorded. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. The Fund will notify you if it changes
telephone transaction privileges.

Automated Clearing House
Redemption orders made after 3:00 p.m. (Eastern time) with redemption proceeds
processed through Automated Clearing House are considered received by the Fund
on the business day following the redemption. Redemptions made in this manner
receive the NAV calculated on the business day following the redemption.

Signature Guarantees Signatures must be guaranteed if:

o your redemption is to be sent to an address other than the address of
record;

o your redemption is to be sent to an address of record that was changed
within the last thirty days; or

o a redemption is payable to someone other than the shareholder(s) of record.

Your signature can be guaranteed by any federally insured financial institution
(such as a bank or credit union) or by a broker/dealer that is a domestic stock
exchange member, but not by a notary public.

Limitations on Redemption Proceeds
Redemption proceeds normally are mailed within one business day after receiving
a request in proper form. However, payment may be delayed up to seven days:

o to allow your purchase payment to clear;
o during periods of market volatility; or
o when a shareholder's trade activity or amount adversely impacts the
Fund's ability to manage its assets.

Redemption in Kind
Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

Retirement Distributions
A minimum of 10% of the value of your retirement distribution (redemption) will
be withheld for taxes in the absence of your specific instructions.

Systematic Withdrawal Program
The Systematic Withdrawal Program allows you to automatically redeem Shares
monthly or quarterly at a minimum of $25,000. Your account value must be at
least $250,000 at the time the program is established. This program may reduce,
and eventually deplete, your account, and the payments should not be considered
yield or income. You may apply for participation in this program through your
financial institution.

Share Certificates
The Fund does not issue Share certificates.

ACCOUNT AND SHARE INFORMATION

Confirmations and Account Statements
You will receive confirmation of purchases and redemptions (except for
systematic transactions). In addition, you will receive periodic statements
reporting all account activity, including systematic transactions, dividends and
capital gain distributions paid.

Dividends and Capital Gain Distributions
The Fund declares and pays any dividends to shareholders quarterly. Dividends
consist of the Fund's investment income (dividends and interest) less operating
expenses. Fund dividends also include net realized short-term capital gains.
Dividends are declared and paid to shareholders invested in the Fund on the
record date for the dividend.

In addition, the Fund distributes any net capital gain at least annually. Net
capital gain is the excess of net long-term capital gains (realized long-term
capital gains over realized long-term capital losses) over net realized
short-term capital losses. Distributions of net capital gain are declared and
paid to shareholders invested in the Fund on the record date therefor.

Your dividends and capital gain distributions will be automatically reinvested
in additional Shares without a sales charge, unless you elect cash payments.

Accounts With Low Balances

Non-retirement accounts may be closed if redemptions cause the account balance
to fall below $5,000. Before an account is closed, the shareholder will be
notified and given 30 days to purchase additional Shares to meet the minimum.

Tax Information

The Fund sends you an annual statement of your account activity to assist you in
completing your federal, state and local income tax returns. Fund distributions,
which are expected to be from dividends, interest and capital gains, are taxable
to you whether paid in cash or reinvested in the Fund. Capital gain
distributions qualify for treatment as long-term capital gains regardless of how
long you have held your Shares.

Redemptions are taxable sales. Please consult your tax adviser regarding your
federal, state and local income tax liability on redemptions.

Tax-Sensitive Approach to Investing

When possible, Wachovia manages the allocation of Fund assets among the managers
in an attempt to keep the Fund's net realized capital gains relatively low.
Whenever the Fund sells a security from its portfolio, the difference between
the price the Fund paid to acquire the security and the price at which it sells
the security will be a capital gain (if the security has risen in value) or a
capital loss (if the security has fallen in value). If the Fund has a net
realized capital gain from all its sales of securities, it generally must
distribute that amount to its shareholders to avoid having a tax liability.
Shareholders are taxable on those distributions.

WHO MANAGES THE FUND?

The Board of Trustees governs the Fund. The Board selects and oversees the
investment adviser, Wachovia Asset Management, a business unit of Wachovia Bank.
The investment adviser manages two segments of the Fund's assets, including
buying and selling portfolio securities. Subject to the Board's oversight, the
investment adviser is also responsible for selecting sub-advisers to manage
other segments of the Fund's assets, terminating agreements with sub-advisers,
and allocating assets among the sub-advisers. The investment adviser's address
is 100 North Main Street, Winston-Salem, NC 27101.

Wachovia Bank has been managing trust assets for over 100 years, with over $42
billion in managed assets as of December 31, 1998. Wachovia Bank also serves as
investment adviser to The Wachovia Municipal Funds, another investment company.

The investment adviser receives an annual investment advisory fee equal to .95%
of the Fund's average aggregate daily net assets. The investment adviser is
responsible for compensating sub-advisers who manage segments of the Fund's
assets.

Subject to the review of the Fund's Board, the investment adviser oversees each
sub-adviser to assure that it manages its segment in a manner consistent with
the Fund's goal, policies, restrictions and applicable law. Due to its
responsibility for overseeing the sub-advisers, the investment adviser has
ultimate responsibility for the investment performance of the Fund and is
responsible for recommending the hiring, termination and replacement of
sub-advisers. Although the sub-advisers' activities are subject to oversight by
the investment adviser, the Board and the Fund's officers, neither the
investment adviser, the Board, nor the officers evaluate the investment merits
of the sub-advisers' individual security selections.

The investment adviser selects sub-advisers based on its continuing quantitative
and qualitative evaluation of their skills and abilities in managing assets
pursuant to particular investment styles. While superior performance is regarded
as the ultimate goal, short-term performance by itself will not be a significant
factor in selecting or terminating sub-advisers.

The investment adviser has recommended, and the Fund's Board has approved, four
sub-advisers, each of which manage a segment of the Fund's portfolio. Wachovia
will begin to allocate assets among the sub-advisers when the Fund has
sufficient assets for allocation to be economically viable. The investment
adviser may, subject to review by the Board, reallocate assets among
sub-advisers. In addition, the Fund intends to seek an exemptive order from the
Securities and Exchange Commission that would permit it to add new sub-advisers,
without shareholder approval, and terminate or modify any sub-advisory
agreement, subject to approval by the Fund's Board, without shareholder
approval. In the event of the termination of a sub-advisory agreement, the
investment adviser may either enter into a new sub-advisory agreement with a new
sub-adviser to manage the segment, or reallocate the segment to existing
sub-advisers. Within 90 days of the hiring of a new sub-adviser, the Fund will
notify shareholders and provide them with information about the new sub-adviser.

Sub-Advisers

Alliance

Alliance Capital Management L.P. has been in the institutional money management
business since 1971. As of March 31, 1999, it had approximately $301.4 billion
in assets under management. Its address is 1345 Avenue of the Americas, New
York, NY 10105.

Federated

Federated Investment Management Company is a registered investment adviser. As
of December 31, 1998, it had over $111 billion in assets under management. Its
address is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA
15222-3779.

Loomis Sayles

Loomis, Sayles & Company, L.P. has provided investment counsel to institutional
and individual clients for over 73 years. As of June 30, 1999, it had over $69
billions in assets under management. Its address is One Financial Center,
Boston, MA 02111-2660.

INVESCO

INVESCO Global Asset Management (N.A.), Inc. is a division of AMVESCAP PLC,
which had over $280 billion in assets under management as of March 30, 1999. Its
address is One Midtown Plaza, 1360 Peachtree

Street, Suite 100, Atlanta, GA 30305.

Portfolio Managers

Wachovia

Core Equity Segment

Wachovia manages the core equity segment using seven teams of investment
professionals.

Small- Cap Value Segment

Roger L. Glenski

Mr. Glenski is a Certified Public Accountant, Portfolio Manager and Assistant
Vice President of the investment adviser. Mr. Glenski joined Wachovia in 1996,
specializing in the valuation of closely-held businesses and small companies.
Previously, Mr. Glenski was a staff accountant employed by the accounting firms
of KPMG and Deloitte & Touche LLP in Chicago. Mr. Glenski received a bachelors
degree from the University of Missouri-Kansas City and an MBA from the
University of Chicago.

Michael J. Tierney

Mr. Tierney is an Executive Vice President of Wachovia Bank and Chief Investment
Officer and Portfolio Manager with the investment adviser. Mr. Tierney joined
Wachovia Bank in 1981. Mr. Tierney is a graduate of the University of
Connecticut, and has more than 25 years of experience managing equity and fixed
income investments.

Alliance

Jane M. Gould

Jane M. Gould is a Senior Vice President and Portfolio Manager with Alliance.
Ms. Gould has been with Alliance since its inception in 1971. Ms. Gould is a
graduate of Duke University, and has approximately 38 years of experience as an
investment professional, 30 years of which have been devoted to managing equity
investments.

Federated

Michael P. Donnelly

Mr. Donnelly joined Federated in 1989 as an Investment Analyst and is a Senior
Portfolio Manager. He has been a Vice President of Federated since 1994. Mr.
Donnelly is a Chartered Financial Analyst and received his MBA from the
University of Virginia.

Arthur J. Barry

Mr. Barry joined Federated in 1994 as an Investment Analyst and became a
Portfolio Manager in 1997. He served as Assistant Vice President of Federated
from 1997 through June 1998 and has been a Vice President since July 1998. Mr.
Barry is a Chartered Financial Analyst. He earned his MSIA with concentrations
in finance and accounting from Carnegie Mellon University.

INVESCO

INVESCO manages its segment of the Fund's portfolio using a team of nine
investment professionals.

Loomis Sayles

Christopher R. Ely

Philip C. Fine

David L. Smith

Messrs. Ely, Fine and Smith joined Loomis Sayles in 1996 as Vice Presidents and
Portfolio Managers. Prior to joining Loomis Sayles, Mr. Ely was Senior Vice
President and Portfolio Managers and Messrs. Fine and Smith were Vice Presidents
and Portfolio Managers of Keystone Investment Management Company, Inc.

FINANCIAL INFORMATION

The Fund will have a fiscal year end of November 30. As this is the Fund's first
fiscal year, financial information is not yet available.

<PAGE>

WACHOVIA EXECUTIVE EQUITY FUND
Institutional Service Shares

A Portfolio of The Wachovia Funds

The Fund's Statement of Additional Information (SAI) is incorporated by
reference into this prospectus, making it legally a part of this prospectus. The
SAI includes additional information about the Fund.

To obtain a free copy of the SAI and other information, call your investment
professional or the Fund at 1-800-994-4414.

You can obtain information about the Fund by visiting or writing the Public
Reference Room of the Securities and Exchange Commission in Washington, DC
20549-6009 or from the Commission's Internet site at http://www.sec.gov. You can
call 1-800-SEC-0330 for information on the Public Reference Room's operations
and copying charges.

Product code G02308-04(7/99)
Cusip:
SEC File Number: 811-6504

THE WACHOVIA FUNDS

Wachovia Executive Equity Fund

Institutional Shares

Prospectus
October --,1999

CONTENTS

<PAGE>

16
FUND GOAL, STRATEGIES AND RISK

What are the Fund's Investment Goals?

Core Equity Strategy

Valuation Wachovia's appraisal of company's intrinsic value incorporating
measures

of free cash flow, expected growth, business quality and financial strength;

Forecast Alpha A forecast of stock performance based
on a dynamic multi-factor model that
considers both value and growth measures;

Strategic Outlook A top-down perspective that
identified economic, political and social
trends influencing prospects for growth; and

Price Trends Analysis of stock price performance
relative to the market and other stocks in
the same sector and industry.

Large-Cap Growth Strategy

Large-Cap Value Strategy

Small-Cap Growth Strategy

o The company offers new or distinctive products, services or
technologies;

o Market share leaders or gaining share rapidly due to their product
positioning;

o The company is typically expected to generate earnings growth of at
least 20% per annum driven by both strong sales and improving
profitability; and

o A strong, experienced management team with the vision and capability to
grow into a large, profitable organization.

Small-Cap Value Strategy

Wachovia may invest up to 20% of this segment in foreign securities.

International Strategy

What are the Main Risks of Investing in the Fund?
All mutual funds take investment risks. Therefore, it is possible to lose money
by investing in the Fund.

Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?
<TABLE>
<CAPTION>

<S> <C>

This table describes the fees and expenses that you may pay when you buy, hold
and redeem shares of the Fund's Institutional Shares.

Shareholder Fees
Fees Paid Directly From Your Investment