MARKETWATCH FUNDS, 485B24E, 1996-03-29

MARKETWATCH FUNDS
485B24E, 1996-03-29

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As filed with the Securities and Exchange Commission on March 28, 1996
Registration No. 33-48452
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

POST-EFFECTIVE AMENDMENT NO. 4

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 7

MARKETWATCH FUNDS
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road
Columbus, Ohio 43219-3035
(Address of Principal Executive Officers)

Registrant's Telephone Number:
(614) 470-8000

W. Bruce McConnel, III, Esq.
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)

Copy to:
J. David Huber
3435 Stelzer Road
Columbus, Ohio 43219-3035

It is proposed that this filing will become effective (check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(i)

[ ] on (date) pursuant to paragraph (a)(i)

[X] on March 29, 1996 pursuant to paragraph (b)(i)

[ ] 75 days after filing pursuant to paragraph (a)(ii)

[ ] on (date) 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.

================================

Registrant has elected to register an indefinite number of its shares of
beneficial interest, including shares of beneficial interest in its Money
Market, Flexible Income, Intermediate Fixed Income, Virginia Municipal Bond, and
Equity Funds pursuant to Rule 24f-2 under the Investment Company Act of 1940 as
amended. Registrant's Rule 24f-2 Notice and opinion for the Registrant's fiscal
year ended November 30, 1995, was filed with the Securities and Exchange
Commission on January 26, 1996.

<PAGE>

CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933(1)

=========================================

Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being Being Price Offering Registration
Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------

Money Market Fund
units of
beneficial interest,

$.001 Par Value . . . 21,168,519.53 $1.00(2) 21,168,519.53 (3) $100
- ----------------------------------------------------------------------------

(1) Registrant has registered an indefinite number or amount of units of
beneficial interest in its Money Market, Equity, Flexible Income,
Intermediate Fixed Income and Virginia Municipal Bond Funds under the
Securities Act of 1933, as amended, pursuant to Section (a) (1) of Rule
24f-2 under the Investment Company Act of 1940, as amended. The Rule
24f-2 Notice for Registrant's fiscal year ended November 30, 1995 was
filed on January 26, 1996.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) The maximum aggregate offering price for Registrant's units is
calculated pursuant to Rule 24e-2 under the Investment Company Act of
1940, as amended. During the year ended November 30,1995, Registrant
redeemed units totaling $97,593,987.02 Of this amount, units totaling
$76,715,467.49 were used for reductions pursuant to paragraph (c) of
Rule 24f-2 in Registrant's Rule 24f-2 Notice dated January 26, 1996
for the year ended November 30, 1995 and none of the redeemed units
were used for reductions pursuant to Rule 24e-2 in previous
post-effective amendments filed during the current fiscal year. As a
result, 20,878,519.53 units are being used to reduce, pursuant to
paragraph (a) of Rule 24e-2, the number of units for which the
registration fee is payable with respect to this post-effective
amendment.

<PAGE>

MARKETWATCH FUNDS
-----------------

FORM N-1A
-----------

CROSS REFERENCE SHEET
---------------------

PURSUANT TO RULE 495(A)
-------------------------

Part A Item No. Prospectus Caption
- ----------------- ------------------

1. Cover page.................. Cover Page

2. Synopsis.................... Fee Table

3. Condensed Financial

Information............... Financial Highlights and
Performance Information

4. General Description of

Registrant................ Prospectus Summary; Investment Objective,
Policies, and Risk Considerations; Other
Investment Policies; Special
Considerations and Risk Factors;
Investment Restrictions; General
Information - Description of
MarketWatch and Its Shares

5. Management of the Fund...... Prospectus Summary; Management of
MarketWatch; Investment Adviser;
Administrator and Distributor; Expenses
General Information - Custodian; General
Information - Transfer Agency and Fund
Accounting Services
5A. Management's Discussion of
Fund Performance.......... Not Applicable

6. Capital Stock and Other

Securities................ How to Purchase and Redeem Shares; Divi-
dends and Taxes; General Information -
Description of MarketWatch and Its
Shares; General Information - Miscel-
laneous

7. Purchase of Securities

Being Offered............. Valuation of Shares; How to Purchase and
Redeem Shares; Auto Invest Plan;
Systematic Exchange Program; Sales Charges

8. Redemption or Repurchase.... How to Purchase and Redeem Shares and Auto
Withdrawal Plan

9. Pending Legal Proceedings... Inapplicable

<PAGE>

MARKETWATCH FUNDS
-----------------

FORM N-1A
---------

CROSS REFERENCE SHEET
---------------------

PURSUANT TO RULE 495(A)
-------------------------

Statement of Additional

Part B Item No. Information Caption
- ----------------- -------------------

10. Cover Page............................. Cover Page

11. Table of Contents...................... Table of Contents

12. General Information and

History............................... MarketWatch Funds; Additional
Information - Description of
Shares

13. Investment Objectives
and Policies.......................... Investment Objectives,
Policies, and Risk
Considerations

14. Management of MarketWatch............... Management of MarketWatch

15. Control Persons and Principal

Holders of Securities................. Additional Information -
Description of Shares

16. Investment Advisory and
Other Services........................ Management of MarketWatch

17. Brokerage Allocation................... Management of MarketWatch -
Portfolio Transactions

18. Capital Stock and Other

Securities............................ Net Asset Value - Valuation of
the Funds; Additional Purchase
and Redemption Information -
Matters Affecting Redemption;
Additional Information -
Description of Shares

19. Purchase, Redemption and
Pricing of Securities
Being Offered......................... Net Asset Value - Valuation of
the Funds; Additional Purchase
and Redemption Information -
Matters Affecting Redemption;
Management of MarketWatch

20. Tax Status............................. Additional Information -
Additional Tax Information - In
General; Additional
Information - Additional Tax
Information - The
Virginia Municipal Bond Fund

21. Underwriters........................... Management of MarketWatch-
Distributor

22. Calculation of Performance

Data.................................. Calculation of Performance Data

23. Financial Statements................... Financial Statements

<PAGE>

Part C
- --------

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

<PAGE>
MARKETWATCH MONEY MARKET FUND

3435 Stelzer Road For current yield, purchase,
Columbus, Ohio 43219 and redemption information,
call (800) 232-9091.

The Fund's investment objective is to seek current income consistent with
maintaining liquidity and stability of principal. The Fund invests exclusively
in short-term U.S. dollar-denominated obligations issued by the U.S. Treasury
and repurchase agreements with respect thereto.

Central Fidelity National Bank ("CFNB"), Richmond, Virginia, acts as the
investment adviser to the Fund.

SHARES OF THE FUND:

. ARE NOT FDIC INSURED;

. ARE NOT DEPOSITS, OTHER OBLIGATIONS OF, OR GUARANTEED BY, CFNB; AND

. ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.

THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.

BISYS Fund Services, Inc. ("BISYS"), acts as the Fund's administrator and
distributor. BISYS is a subsidiary of The BISYS Group, Inc., 150 Clove Road,
Little Falls, New Jersey 07424, a publicly owned company engaged in information
processing, loan servicing and 401(k) administration, and recordkeeping services
to and through banking and other financial organizations. BISYS Fund Services,
Ohio, Inc. ("BISYS OHIO"), an affiliate of BISYS, acts as the Fund's transfer
agent and performs certain accounting services for the Fund.

Interested persons who wish to obtain copies of the prospectuses of the
MarketWatch Equity, MarketWatch Flexible Income, MarketWatch Intermediate Fixed
Income, or MarketWatch Virginia Municipal Bond Funds, the other funds of
MarketWatch, may contact MarketWatch at the telephone number shown above.
Additional information about the Fund, contained in a Statement of Additional
Information, has been filed with the Securities and Exchange Commission (the
"Commission") and is available upon request without charge by writing to the
Fund at its address or by calling the Fund at the telephone number shown above.
The Statement of Additional Information bears the same date as this Prospectus
and is incorporated by reference in its entirety into this Prospectus.

This Prospectus sets forth concisely the information about the MarketWatch
Money Market Fund that a prospective investor ought to know before investing.
Investors should read this Prospectus and retain it for future reference.

-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

The date of this Prospectus is March 29, 1996.

<PAGE>
PROSPECTUS SUMMARY

<TABLE>
<S> <C>
SHARES OFFERED............... The Fund is an investment portfolio of the MarketWatch Funds
(a Massachusetts business trust), which issues shares of
beneficial interest ("Shares") representing interests in
the investment portfolio.

OFFERING PRICE............... The public offering price for Shares of the Fund is equal to
the net asset value per Share, which the Fund will seek to
maintain at $1.00.

MINIMUM PURCHASE............. The minimum initial investment is generally $1,000. The
minimum amount for subsequent investments is generally $100.

TYPE OF COMPANY.............. The Fund is a diversified series of an open-end, management
investment company.

INVESTMENT OBJECTIVE......... The Fund seeks current income consistent with maintaining
liquidity and stability of principal.

INVESTMENT POLICIES.......... The Fund invests exclusively in short-term U.S.
dollar-denominated obligations issued by the U.S. Treasury
and repurchase agreements with respect thereto.

INVESTMENT ADVISER........... Central Fidelity National Bank.

DIVIDENDS AND CAPITAL
GAINS...................... Dividends from net income are declared daily and paid
monthly. Net realized capital gains, if any, are distributed
at least annually.

DISTRIBUTOR.................. BISYS Fund Services, Inc.

</TABLE>

2
<PAGE>
FEE TABLE

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES................................................... None
<S> <C>
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Advisory Fees After Fee Waivers and Expense Reimbursements..................... .00%
12b-1 Fees..................................................................... .00%
Other Expenses After Fee Waivers and Expense Reimbursements(1)................. .32%
----
Total Fund Operating Expenses After Fee Waivers and Expense Reimbursements..... .32%
----
----
</TABLE>

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

(1) "Other Expenses After Fee Waivers and Expense Reimbursements" include
administration fees. The management and administration agreement provides
that administration fees will not exceed .20% of the Fund's average net
assets (See "MANAGEMENT OF MARKETWATCH-- Administrator and Distributor").

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each time period:........................................ $3 $10 $18 $ 41
</TABLE>

The purpose of the above table is to assist a potential purchaser of the
Fund's Shares in understanding the various costs and expenses that an investor
in the Fund will bear directly or indirectly. Such expenses do not include a fee
of $12.00, charged by CFNB, as Custodian, for each redemption paid by electronic
transfer or any fees charged by CFNB or any of its affiliates to its customer
accounts which may have invested in Shares of the Fund. The information set
forth in the Fee Table above for the Fund is based on the advisory fees,
administration fees, 12b-1 fees, and other expenses payable by the Fund after
fee waivers and expense reimbursements for the fiscal year ended November 30,
1995. Absent fee waivers and expense reimbursements, Advisory Fees, 12b-1 Fees,
Other Expenses, and Total Fund Operating Expenses would have been .50%, .25%,
.79%, and .1.54%, respectively, of the Fund's average net assets. During the
current fiscal year, CFNB and/or BISYS anticipate voluntarily waiving a portion
of the fees payable to them and reimbursing the Fund for certain expenses. They
have the right to discontinue such waivers and reimbursements at any time
without the Fund's consent. (See "MANAGEMENT OF MARKETWATCH" and "GENERAL
INFORMATION" for more complete discussion of the transaction expenses and annual
operating expenses for the shareholders of the Fund (the "Shareholders").)

THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL INVESTMENT RETURN AND OPERATING EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN.

3
<PAGE>
FINANCIAL HIGHLIGHTS

The financial information included in the table below has been derived from
the financial statements included in the Statement of Additional Information and
has been audited by KPMG Peat Marwick LLP, MarketWatch's independent auditors.
This financial information should be read in conjunction with such financial
statements. Further information about the performance of the Fund is available
in the annual report to shareholders. Both the Statement of Additional
Information and the annual report to shareholders may be obtained from
MarketWatch free of charge by calling the number on the front cover of this
Prospectus.

The table below sets forth selected financial data for a Fund Share
outstanding throughout each period presented.

<TABLE>
<CAPTION>
YEAR OR PERIOD ENDED NOVEMBER
30,
-------------------------------
<S> <C> <C> <C>
1995 1994 1993(A)
------- ------- -------
NET ASSET VALUE, BEGINNING OF PERIOD.................................. $ 1.00 $ 1.00 $ 1.00
------- ------- -------
INVESTMENT ACTIVITIES:
Net investment income............................................. 0.052 0.034 0.020
Net realized and unrealized gains (losses) from investments.......
------- ------- -------
Total from Investment Activities.................................. 0.052 0.034 0.020
------- ------- -------
DISTRIBUTIONS:
From net investment income........................................ (0.052) (0.034) (0.020)
------- ------- -------
Total Distributions............................................... (0.052) (0.034) (0.020)
------- ------- -------
NET ASSET VALUE, END OF PERIOD........................................ $ 1.00 $ 1.00 $ 1.00
------- ------- -------
------- ------- -------
Total Return.......................................................... 5.32% 3.49% 2.01%(b)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)................................. $13,445 $11,364 $16,041
Ratio of expenses to average net assets........................... 0.32% 0.32% 0.63%(c)
Ratio of net investment income to average net assets.............. 5.19% 3.39% 2.37%(c)
Ratio of expenses to average net assets*.......................... 1.54% 1.65% 1.59%(c)
Ratio of net investment income to average net assets*............. 3.97% 2.06% 1.40%(c)
</TABLE>

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

* During the period, certain fees were voluntarily reduced. In addition,
certain fees were voluntarily reimbursed. If such voluntary fee reductions
and reimbursements had not occurred, the ratios would have been as
indicated.

(a) The Fund commenced operations on February 1, 1993.
(b) Not Annualized.
(c) Annualized.

4
<PAGE>
INVESTMENT OBJECTIVE, POLICIES, AND RISK CONSIDERATIONS

IN GENERAL

The investment objective of the Fund is to seek current income consistent
with maintaining liquidity and stability of principal. The Fund seeks to
maintain a stable net asset value of $1.00 per share. There is no assurance that
the Fund will be successful in doing so or that the Fund will achieve its
investment objective. The investment objective is a fundamental policy of the
Fund and, as such, may not be changed without an affirmative vote of the holders
of a majority of the outstanding Shares of the Fund (as defined in the Statement
of Additional Information). The other policies of the Fund may be changed
without a vote of the holders of a majority of Shares unless (1) the policy is
expressly deemed to be a fundamental policy of the Fund or (2) the policy is
expressly deemed to be changeable only by such majority vote.

The Fund invests exclusively in obligations issued by the U.S. Treasury
which have remaining maturities of 397 calendar days (thirteen months) or less
(as determined in accordance with the rules of the Commission), and in
repurchase agreements with respect to such obligations. The dollar-weighted
average maturity of the obligations held by the Fund will not exceed 90 days.

TREASURY OBLIGATIONS

The Fund invests in bills, notes and bonds issued by the U.S. Treasury, as
well as "stripped" U.S. Treasury obligations offered under the STRIPS or CUBES
programs representing either future interest or principal payments. These
stripped securities are direct obligations of the U.S. Government and clear
through the Federal Reserve book-entry system. Stripped securities are issued at
a discount to their face value and may exhibit greater price volatility than
ordinary debt securities because of the manner in which their principal and
interest are returned to investors.

REPURCHASE AGREEMENTS

Securities held by the Fund may be subject to repurchase agreements. Under
the terms of a repurchase agreement, the Fund would acquire securities from
member banks of the Federal Deposit Insurance Corporation and from registered
broker-dealers which CFNB deems creditworthy under guidelines approved by
MarketWatch's Board of Trustees. The seller agrees to repurchase such securities
at a mutually agreed-upon date and price. The repurchase price would generally
equal the price paid by the Fund plus interest negotiated on the basis of
current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. Although the securities subject to a repurchase
agreement may bear maturities exceeding thirteen months, settlement for the
repurchase agreement will never be more than one year after the Fund's
acquisition of the securities and normally will be within a shorter period of
time. Securities subject to repurchase agreements must be of the same type and
quality as those in which the Fund may invest directly. The seller under a
repurchase agreement will be required to maintain at all times the value of
collateral held pursuant to the agreement at an amount at least equal to the
repurchase price (including accrued interest). This requirement will be
continually monitored by CFNB. If the seller were to default on its repurchase
obligation or become insolvent, the Fund would suffer a loss if the proceeds
from a sale of the underlying portfolio securities were less than the repurchase
price under the agreement, or the disposition of such securities by the Fund
were delayed pending court action. Repurchase agreements are considered to be

5
<PAGE>

loans by an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"). For further information about repurchase agreements,
see "INVESTMENT OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS--Additional
Information on Portfolio Instruments -- Repurchase Agreements" in the Statement
of Additional Information.

REVERSE REPURCHASE AGREEMENTS

The Fund may borrow funds for temporary purposes by entering into reverse
repurchase agreements in accordance with the investment restrictions described
below. Pursuant to such agreements, the Fund would sell certain of its
securities to financial institutions such as banks and broker-dealers, and agree
to repurchase them at a mutually agreed-upon date and price. The Fund intends to
enter into reverse repurchase agreements only to avoid otherwise selling
securities during unfavorable market conditions to meet redemptions. At the time
the Fund enters into a reverse repurchase agreement, it will place in a
segregated custodial account U.S. Treasury obligations having a value equal to
the repurchase price (including accrued interest), and will subsequently
continually monitor the account to ensure that such equivalent value is
maintained at all times. Reverse repurchase agreements involve the risk that the
market value of securities sold by the Fund may decline below the price at which
it is obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by an investment company under the 1940 Act. For
further information about reverse repurchase agreements, see "INVESTMENT
OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS--Additional Information on
Portfolio Instruments--Reverse Repurchase Agreements" in the Statement of
Additional Information.

OTHER INVESTMENT POLICIES

INVESTMENT COMPANIES. The Fund may also invest up to 10% of the value of its
total assets in the securities of other investment companies which invest in
securities in which the Fund is permitted to invest and which determine their
net asset value per share based upon the amortized-cost or penny-rounding
method. Although the Fund will not pay any advisory fee to CFNB with respect to
such assets, the Fund will incur additional expenses due to the duplication of
expenses as a result of investing in other investment companies. Additional
restrictions on the Fund's investments in the securities of other investment
companies are contained in the Statement of Additional Information.

AFFILIATED TRANSACTIONS. Except to the extent permitted by the 1940 Act and
the Commission, MarketWatch will not execute portfolio transactions through,
acquire portfolio securities issued by, make savings deposits in, or enter into
repurchase agreements or reverse repurchase agreements with, CFNB, BISYS, or
their affiliates (as such term is defined in the 1940 Act). In addition, with
respect to such transactions, securities, deposits, and agreements, MarketWatch
will not give preference to CFNB's correspondents or Participating Organizations
with which a Fund has entered into agreements concerning the provision of
administrative support services to their customers who own of record or
beneficially the Fund's Shares. (See "MANAGEMENT OF MARKETWATCH--Distribution
Plan.") From time to time, the Fund may also lend its portfolio securities in an
amount not exceeding 5% of the Fund's total assets to broker-dealers, banks, or
other institutional borrowers of securities in order to generate income.

6
<PAGE>
INVESTMENT RESTRICTIONS

The Fund is subject to a number of fundamental investment restrictions that
may be changed only by the affirmative vote of a majority of the outstanding
Shares of the Fund (as defined in the Statement of Additional Information).
Other fundamental investment restrictions are set forth under "INVESTMENT
OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS--Investment Restrictions" in the
Statement of Additional Information.

The Fund may not:

1. Borrow money or issue senior securities, except that the Fund may
borrow from banks or enter into reverse repurchase agreements for
temporary purposes in amounts up to 10% of the value of its total
assets at the time of such borrowing; or mortgage, pledge, or
hypothecate any assets, except in connection with any such borrowing
and in amounts not in excess of the lesser of the dollar amounts
borrowed or 10% of the value of the Fund's total assets at the time of
its borrowing. The Fund will not purchase securities while its
borrowings (including reverse repurchase agreements) exceed 5% of its
total assets.

2. Make loans, except that the Fund may purchase or hold debt instruments
and lend portfolio securities in accordance with its investment
objective and policies, and may enter into repurchase agreements.

3. Invest in a security if, as a result of such investment, more than 5%
of its total assets (taken at market value at the time of such
investment) would be invested in the securities of any one issuer,
except that this restriction does not apply to securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities
(or repurchase agreements with respect thereto).

In order to permit the sale of the Fund's Shares in certain states,
MarketWatch may make commitments in the form of non-fundamental policies that
are more restrictive than the investment restrictions described above. Should
MarketWatch determine that any such commitments are no longer in the best
interests of MarketWatch, it will revoke the commitment by terminating sales of
its Shares in the state involved.

VALUATION OF SHARES

The net asset value of the Fund is determined and its Shares are priced as
of 12:00 noon and as of the close of trading on the New York Stock Exchange
("NYSE") (generally, 4:00 p.m. Eastern Time), (the "Valuation Times") on each
Business Day. As used herein, a "Business Day" constitutes any day on which the
NYSE is open for trading, and the Federal Reserve Bank of Richmond is open,
except days on which there are not sufficient changes in the value of the Fund's
portfolio securities that the Fund's net asset value might be materially
affected, or days during which no Shares are tendered for redemption and no
orders to purchase Shares are received. Currently, the NYSE or the Federal
Reserve Bank of Richmond is closed on the following holidays: New Year's Day,
Martin Luther King, Jr. Day (observed), Presidents' Day (observed), Good Friday,
Memorial Day (observed), Independence Day, Labor Day, Columbus Day (observed),
Veterans' Day, Thanksgiving Day, and Christmas Day. Net asset value per Share
for purposes of pricing sales and redemptions is calculated by dividing the
value of

7
<PAGE>

all securities and other assets belonging to the Fund, less the liabilities
charged to the Fund, by the number of the Fund's outstanding Shares. The Fund's
assets are valued based upon the amortized cost method. Pursuant to the rules
and regulations of the Commission regarding the use of the amortized cost
method, the Fund will maintain a dollar-weighted average portfolio maturity of
90 days or less. Although MarketWatch seeks to maintain the net asset value per
Share of the Fund at $1.00, there can be no assurance that the net asset value
will not vary.

HOW TO PURCHASE AND REDEEM SHARES

PURCHASES OF SHARES

Shares of the Fund are continuously offered and may be purchased directly
either by mail, by telephone, or by electronic transfer, or through a
broker-dealer that has established a dealer agreement with BISYS, as
Distributor. There is no sales charge imposed by the Fund in connection with the
purchase of Shares. MarketWatch offers an Individual Retirement Account and
Shareholders interested in establishing such an account should contact
MarketWatch for information as to applications and annual fees.

The minimum investment is generally $1,000 for the initial purchase of
Shares of the Fund by an investor and $100 for subsequent purchases. For
employees (and their spouses and children under the age of 21) of (1) CFNB or
(2) any broker-dealer with which BISYS, as Distributor, enters into a dealer
agreement to sell Shares of the Fund, the minimum investment is $100 for initial
investments and $50 for subsequent investments. For purchases made in connection
with Individual Retirement Accounts and defined contribution plans, including
simplified employee, 401(k), profit sharing, and money purchase pension plans
(collectively, the "Retirement Plans"), the minimum investment amount for
initial purchases is $500 and the minimum for subsequent purchases is $100. In
the case of such Retirement Plan investments, the minimum purchase amounts are
not restricted to the purchase of Shares of the Fund. Thus, the $500 and $100
minimum amounts may be divided among any of the funds within MarketWatch. (See
"HOW TO PURCHASE AND REDEEM SHARES--Auto Invest Plan and Systematic Exchange
Program" below for minimum investment requirements under the Auto Invest Plan
and the Systematic Exchange Program.) Purchasers of Shares will pay the next
calculated net asset value per Share after BISYS, as Distributor, receives an
order in good form to purchase Shares.

PURCHASES BY MAIL

To purchase Shares of the Fund by mail, complete an account application and
return it along with a check or money order made payable to the MarketWatch
Money Market Fund to:

MarketWatch Funds
P.O. Box 27252
Richmond, VA 23261-7252

Shareholders may obtain an account application form by calling MarketWatch
at (800) 232-9091. For subsequent purchases, Shareholders may mail to the above
address a purchase ticket, the investment portion of their monthly statements,
or a letter stating the Shareholder's name, address, and account number.

8
<PAGE>
PURCHASES BY TELEPHONE OR ELECTRONIC TRANSFER

Shares of the Fund may be purchased by telephone or by electronic transfer
by calling MarketWatch at (800) 232-9091, if your account application has been
previously received by MarketWatch. Payment for Shares ordered by telephone may
be made by check payable in U.S. dollars and must be received by MarketWatch at
the address above within the time period prescribed by the settlement
requirements of the Securities Exchange Act of 1934. If payment for the Shares
is not received within such time period, or if a check timely received does not
clear, the purchase will be canceled and the investor could be liable for any
losses or fees incurred. When purchasing Shares by electronic transfer, contact
MarketWatch for electronic transfer instructions.

OTHER INFORMATION REGARDING PURCHASES

Shares may also be purchased through procedures established by BISYS, as
Distributor, in connection with the requirements of qualified accounts
maintained by or on behalf of certain persons ("Customers") by CFNB, its
affiliates, or their correspondents ("Entities"). Shares of the Fund sold to the
Entities acting in a fiduciary, advisory, custodial, or other similar capacity
on behalf of Customers will normally be held of record by the Entities. With
respect to Shares sold, it is the responsibility of the holder of record to
transmit purchase, exchange, or redemption orders to MarketWatch and to deliver
funds for the purchase thereof on a timely basis.

Shares of the Fund are purchased at the net asset value per Share (see
"VALUATION OF SHARES") next determined after receipt by MarketWatch of an order
to purchase Shares in good form. Purchases of Shares of the Fund will be
effected only on a Business Day (as defined in "VALUATION OF SHARES") of the
Fund. An order to purchase Shares will be deemed to have been received by
MarketWatch only when federal funds with respect thereto are available to CFNB,
as Custodian for investment. Federal funds are monies credited to a bank's
account with a Federal Reserve Bank. Payment for an order to purchase Shares
which is transmitted by federal funds wire will be available the same day for
investment by CFNB, as Custodian, if received prior to the last Valuation Time
(see "VALUATION OF SHARES"). Payments transmitted by other means (such as by
check drawn on a member of the Federal Reserve System) will normally be
converted into federal funds within two banking days after receipt. The Fund
strongly recommends that investors of substantial amounts use federal funds to
purchase Shares.

Purchases of Shares of the Fund will be effected only on a Business Day (as
defined in "VALUATION OF SHARES") of the Fund. An order received prior to a
Valuation Time on any Business Day will be executed at the net asset value
determined as of the next Valuation Time on the day of receipt. An order
received after the last Valuation Time on any Business Day will be executed at
the net asset value determined as of the next Valuation Time on the next
Business Day. Shares purchased before 12:00 noon, Eastern Time, begin earning
dividends on the same Business Day. Shares purchased after 12:00 noon, Eastern
Time, begin earning dividends on the next Business Day. All Shares continue to
earn dividends through the day before their redemption.

There is no sales charge imposed by the Fund in connection with the purchase
of Shares. Depending upon the terms of the particular Customer account, the
Entities may charge a Customer account fees for services provided in connection
with investments in the Fund. Information concerning these services and any
charges will be provided by the Entities. This Prospectus should be read in
conjunction with any such information so received from the Entities.

9
<PAGE>

MarketWatch reserves the right to reject any order for the purchase of its
Shares in whole or in part, including purchases made with foreign and third
party drafts or checks.

Every Shareholder of record will receive a confirmation of each transaction,
which will also show the total number of Shares of the Fund owned by the
Shareholder. Confirmation of purchases, exchanges, and redemptions of Shares of
the Fund by CFNB or one of its Entities on behalf of a Customer will be sent to
CFNB or the entity. Shareholders may rely on these statements in lieu of
certificates. Certificates representing Shares of the Fund will not be issued.

MARKETWATCH INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

A MarketWatch IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
MarketWatch IRA contributions may be tax deductible and earnings are
tax-deferred. Federal tax law restricts or eliminates the tax deductibility of
IRA contributions for individuals who participate in certain employer pension
plans and whose annual income exceeds certain limits. Existing IRAs and future
contributions up to the IRA maximums, whether deductible or not, still earn
income on a tax-deferred basis.

All MarketWatch IRA distribution requests must be made in writing to BISYS,
as Distributor. Any additional deposits to an IRA must distinguish the type and
year of the contributions.

For more information on the MarketWatch IRAs call MarketWatch at (800)
232-9091. Investment in Shares of Virginia Municipal Bond Fund would not be
appropriate for an IRA. Shareholders are advised to consult a tax adviser
concerning MarketWatch IRA contribution and withdrawal requirements and
restrictions.

AUTO INVEST PLAN

The Auto Invest Plan enables Shareholders of the Fund to make regular
monthly or quarterly purchases of Shares through automatic deductions from their
bank accounts. With Shareholder authorization, BISYS OHIO will deduct the amount
specified from the Shareholder's bank account (as long as the Shareholder's bank
is a member of the Automated Clearing House) which will automatically be
invested in Shares at net asset value. The required minimum initial investment
when opening an account using the Auto Invest Plan is $100; the minimum amount
for subsequent investments in the Fund is $50. To participate in the Auto Invest
Plan, Shareholders should complete the appropriate section of the account
application which can be acquired by calling (800) 232-9091. To change the Auto
Invest instructions, a Shareholder must submit a written request to MarketWatch.
A Shareholder may discontinue the feature by submitting a written request to or
by calling MarketWatch.

EXCHANGE PRIVILEGE

Shareholders may exchange Shares of the Fund for shares of any other fund of
MarketWatch. Under such circumstances, the cost of the acquired shares will be
the net asset value per share plus the appropriate sales load. If the
Shareholder exercising the exchange privilege paid a sales charge on the
exchanged Shares that is less than the sales charge applicable to the Shares
sought to be acquired through the exchange, such Shareholder must pay a sales
charge on the exchange equal to the difference between the sales charge paid for
the exchanged Shares and the sales charge applicable to the Shares sought to be
acquired through the exchange. Shareholders must notify MarketWatch that a sales
charge was previously paid.

10
<PAGE>

The Shares exchanged must have a current value at least equal to the minimum
investment required (either the minimum amount required for initial investments
or the minimum amount required for subsequent investments, as the case may be)
for the fund whose shares are being acquired. Share exchanges will only be
permitted where the Shares to be acquired may legally be sold in the investor's
state of residence and where the respective fund accounts have identical
registered owners. An exchange is considered to be a sale of Shares for federal
income tax purposes on which a Shareholder may realize a capital gain or loss. A
Shareholder may make an exchange request by calling MarketWatch at (800)
232-9091 or by providing written instructions to MarketWatch. An investor should
consult MarketWatch for further information regarding exchanges. During periods
of significant economic or market change, telephone exchanges may be difficult
to complete. If a Shareholder is unable to contact MarketWatch by telephone, a
Shareholder may also mail the exchange request to MarketWatch at the address
listed under "HOW TO PURCHASE AND REDEEM SHARES--Redemption By Mail."
MarketWatch reserves the right to modify or terminate the exchange privilege
described above upon 60 days prior written notice to Shareholders and to reject
any exchange request. If an exchange request in good order is received by
MarketWatch by 12:00 noon, Eastern Time, on any Business Day, the exchange
usually will occur on that day. Any Shareholder who wishes to make an exchange
should obtain and review the current prospectus of the fund of MarketWatch in
which he or she wishes to invest before making the exchange. Shareholders
wishing to make use of MarketWatch's exchange program must so indicate on the
fund application.

MarketWatch's exchange privilege is not intended to afford Shareholders a
way to speculate on short-term movements in the market. Accordingly, to prevent
excessive use of the exchange privilege that may potentially disrupt the
management of MarketWatch and increase transaction costs, MarketWatch has
established a policy of limiting excessive exchange activity. Exchange activity
will not be deemed excessive if limited to six substantive exchange redemptions
from the Fund during any calendar year.

SYSTEMATIC EXCHANGE PROGRAM

MarketWatch offers a Systematic Exchange Program in which a Shareholder
having a minimum initial balance of $5,000 in a Money Market Fund account may
elect to have BISYS OHIO automatically withdraw a specified amount (subject to
the applicable minimums) from such account, at regular intervals, and invest the
amount in another existing MarketWatch fund account having a minimum balance of
$100. The cost of the acquired Shares will be their net asset value plus any
applicable sales charges. Shareholders must maintain a minimum account balance
of $500 in the Money Market Fund, at all times, during the period the
Shareholder participates in the Systematic Exchange Program. By using this
program, Shareholders will be able to benefit from dollar-cost-averaging.
Shareholders may obtain an application form and additional information regarding
this service by calling MarketWatch at (800) 232-9091.

REDEMPTION OF SHARES

Shareholders may redeem their Shares without charge on any day that net
asset value is calculated (see "VALUATION OF SHARES"). Redemptions will be
effected at the net asset value per Share next determined after receipt of a
valid redemption request. Redemptions may be requested by mail or by telephone.

11
<PAGE>
REDEMPTION BY MAIL

A written request for redemption must be received by BISYS OHIO in order to
honor the request. Such requests should be sent to: MarketWatch Funds, P.O. Box
27252, Richmond, Virginia 23261-7252. BISYS OHIO will require a signature
guarantee by an eligible guarantor institution. For purposes of this policy, the
term "eligible guarantor institution" shall include banks, brokers, dealers,
credit unions, securities exchanges and associations, clearing agencies, and
savings associations as those terms are defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. BISYS OHIO reserves the right to reject any
signature guarantee if (1) it has reason to believe that the signature is not
genuine, (2) it has reason to believe that the transaction would otherwise be
improper, or (3) the guarantor institution is a broker or dealer that is neither
a member of a clearing corporation nor maintains net capital of at least
$100,000. The signature guarantee requirement will be waived if all of the
following conditions apply: (1) the redemption check is payable to the
Shareholder(s) of record and (2) the redemption check is mailed to the
Shareholder(s) at the address of record or the proceeds are either mailed or
sent electronically to a commercial bank account previously designated on the
account application. There is no charge for having redemption requests mailed to
a designated bank account.

REDEMPTION BY TELEPHONE

Shares may be redeemed by telephone if the Shareholder selected that option
on the account application. The Shareholder may have the proceeds mailed to his
or her address of record or mailed or sent electronically to a commercial bank
account previously designated on the account application. Under most
circumstances, payments will be transmitted on the next Business Day following
receipt of a valid request for redemption. Electronic payment requests may be
made by the Shareholder by telephone to MarketWatch at (800) 232-9091. The
then-current charge, of CFNB, as Custodian, for electronically transferred
redemptions may be deducted from the proceeds of an electronically transferred
redemption. This charge, if applied, is presently $12.00 for each electronically
transferred redemption. It is not necessary for Shareholders to confirm
telephone redemption requests in writing. During periods of significant economic
or market change, telephone redemptions may be difficult to complete. If a
Shareholder is unable to contact MarketWatch by telephone, a Shareholder may
also mail the redemption request to MarketWatch at the address listed above
under redemption "HOW TO PURCHASE AND REDEEM SHARES--Redemption By Mail." BISYS,
BISYS OHIO, CFNB, and MarketWatch will not be liable for any losses, damages,
expenses, or costs arising out of any telephone transaction (including exchanges
and redemptions) effected in accordance with the Fund's telephone transaction
procedures, upon instructions believed to be genuine. MarketWatch will employ
procedures designed to provide reasonable assurance that instructions by
telephone are genuine, if these procedures are not followed, MarketWatch or its
service contractors may be liable for any losses due to unauthorized or
fraudulent instructions. These procedures include recording all telephone
conversations, sending confirmation to Shareholders within 72 hours of the
telephone transaction, verification of account name and account number or tax
identification number, and sending redemption proceeds only to the address of
record or to a previously authorized bank account.

REDEMPTION BY CHECK

Free check writing is available for the Fund. With this service, a
Shareholder may write up to six checks a month in the amount of $100 or more. To
establish this service and to obtain checks at the time the account is opened, a
Shareholder must complete the Signature Card that accompanies the account

12
<PAGE>

application. To establish this service and obtain checks after opening an
account in the Fund, the Shareholder must contact MarketWatch by telephone or
mail to obtain an account application form and complete and return the signature
card. A Shareholder will receive the dividends and distributions declared on the
Shares to be redeemed up to the day that a check is presented for payment. Upon
30 days' prior written notice to Shareholders, the check writing privilege may
be modified or terminated. An investor may not close a Fund account by writing a
check. BISYS OHIO may impose a service charge for any "stop payment" request
made by a Shareholder and for any check that cannot be honored due to
insufficient funds.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Shareholders of the Fund to make regular
monthly or quarterly redemptions of Shares. With Shareholder authorization,
BISYS OHIO will automatically redeem Shares at the net asset value on the dates
of the withdrawal and have a check in the amount specified mailed to the
Shareholder. The Shareholder's account balance must have a current market value
of at least $10,000 to be eligible for the Auto Withdrawal Plan. The required
minimum withdrawal is $100. To participate in the Auto Withdrawal Plan,
Shareholders should call (800) 232-9091 for more information. Purchases of
additional Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities. To change the Auto Withdrawal
instructions, a Shareholder must submit a written request to MarketWatch. A
Shareholder may discontinue the feature by submitting a written request to or by
calling MarketWatch.

PAYMENTS TO SHAREHOLDERS

Redemption orders are effected at the net asset value per Share next
determined after receipt of a valid request for redemption, as described above.
Payment to Shareholders for Shares redeemed will be made within the time period
prescribed by the settlement requirements of the Securities Exchange Act of
1934, after receipt by MarketWatch of the request for redemption. However, to
the greatest extent possible, MarketWatch will attempt to honor requests from
Shareholders for same Business Day payments upon redemption of Shares if the
request for redemption is received by BISYS OHIO before 12:00 noon, on a
Business Day, unless it would be disadvantageous to MarketWatch or the
Shareholders of the Fund to sell or liquidate portfolio securities in an amount
sufficient to satisfy requests for payments in that manner.

At various times, MarketWatch may be requested to redeem Shares for which it
has not yet received good payment. In such circumstances, MarketWatch may delay
the forwarding of proceeds until payment has been collected for the purchase of
such Shares, which delay may be for up to 15 days or more. MarketWatch intends
to pay cash for all Shares redeemed, but if it appears appropriate to do so in
light of MarketWatch's responsibilities under the 1940 Act, MarketWatch may make
payment wholly or partly in portfolio securities at their then-current market
value equal to the redemption price. In such cases, an investor may incur
brokerage costs in converting such securities to cash.

Due to the relatively high cost of handling small investments, the Fund
reserves the right to redeem, at net asset value, the Shares of any Shareholder
if, because of redemptions of Shares by or on behalf of the Shareholder (but not
as a result of a decrease in the market price of such Shares), the account of
such Shareholder has a value of less than $100. Before the Fund exercises its
right to redeem such Shares and to send the proceeds to the Shareholder, the
Shareholder will be given notice that the value of the Shares in his or her
account is less than the minimum amount and will be allowed 60 days to

13
<PAGE>

make an additional investment in an amount which will increase the value of the
account to at least $100. (See "ADDITIONAL PURCHASE AND REDEMPTION
INFORMATION--Matters Affecting Redemption" in the Statement of Additional
Information for examples of when MarketWatch may suspend the right of redemption
if it appears appropriate to do so in light of MarketWatch's responsibilities
under the 1940 Act.)

DIVIDENDS AND TAXES

DIVIDENDS

The net income of the Fund is declared daily as a dividend to Shareholders
at the close of business on the day of declaration, and such dividend is
generally paid monthly. Distributable net realized capital gains, if any, are
distributed at least annually. A Shareholder of a Fund will automatically
receive all income dividends and capital gains distributions in additional full
and fractional Shares of the Fund at net asset value as of the date of payment,
unless the Shareholder elects to receive dividends or distributions in cash.
Such election must be made on the account application; any change in such
election must be made in writing to BISYS OHIO at 3435 Stelzer Road, Columbus,
Ohio 43219, and will become effective with respect to dividends and
distributions having record dates after its receipt by BISYS OHIO. Dividends are
paid in cash not later than seven Business Days after a Shareholder's complete
redemption of his or her Shares.

FEDERAL TAXES

Each of the funds of MarketWatch is treated as a separate entity for federal
tax purposes and intends to qualify as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"), for so long as such
qualification is in the best interests of that fund's shareholders. A regulated
investment company is generally exempt from federal income tax on amounts
distributed to shareholders.

Qualification as a regulated investment company under the Code for a taxable
year requires, among other things, that the Fund distribute to its Shareholders
an amount equal to at least the sum of 90% of its investment company taxable
income and 90% of its net exempt-interest income (if any) for such year. In
general, the Fund's investment company taxable income will be its taxable
income, including dividends, interest and short-term capital gains (the excess
of net short-term capital gain over net long-term capital loss), subject to
certain adjustments and excluding the excess of any net long-term capital gain
for the taxable year over the net short-term capital loss, if any, for such
year. The policy of the Fund is to distribute as dividends substantially all of
its investment company taxable income and any net tax-exempt interest income
each year. Such dividends will be taxable as ordinary income to the Fund's
Shareholders who are not currently exempt from federal income taxes, whether
such income is received in cash or reinvested in additional Shares. (Federal
income taxes for distributions to a Retirement Plan or IRA are deferred under
the Code.) It is not expected that any distribution made by the Fund will be
eligible for the dividends received deduction for corporations. It is also not
expected that the Fund will have any long-term capital gains or will pay any
"capital gain dividends."

STATE TAXES

Even though a substantial portion of distributions of net income by the Fund
to its Shareholders will be attributable to interest on U.S. Treasury
obligations, which may be exempt from state or local

14
<PAGE>
tax if received directly by a Shareholder, Shareholders of the Fund may be
subject to state and local taxes with respect to their ownership of Shares or
their receipt of distributions from the Fund. In addition, to the extent
Shareholders receive distributions of income attributable to investments in
repurchase agreements by the Fund, such distributions may also be subject to
state or local taxes. The Fund will not advise Shareholders of the percentage of
the Fund's distributions that may be subject to income tax in each state.
Shareholders will be advised, however, of the amount and percentage of the
Fund's dividend distributions which are attributable to interest on U.S.
Treasury obligations and repurchase agreements.

MISCELLANEOUS

Dividends declared in October, November, or December of any year payable to
Shareholders of record on a specified date in such months will be deemed to have
been received by Shareholders and paid by the Fund on December 31 of such year
in the event such dividends are actually paid during January of the following
year.

Shareholders will be advised at least annually as to the character of
distributions made to them each year for federal income tax purposes.
Shareholders should consult their own tax advisers concerning their specific
situations and the application of state and local taxes which may differ from
the federal tax consequences described above.

MANAGEMENT OF MARKETWATCH

TRUSTEES AND OFFICERS OF MARKETWATCH

Overall responsibility for management of MarketWatch rests with its Board of
Trustees, which is elected by the shareholders of MarketWatch's funds.
MarketWatch will be managed by the trustees in accordance with the laws of the
Commonwealth of Massachusetts governing business trusts. The trustees, in turn,
elect the officers of MarketWatch to supervise actively its day-to-day
operations.

The trustees and officers of MarketWatch, their addresses and principal
occupations during the past five years are as follows:

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH MARKETWATCH DURING PAST 5 YEARS
- ---------------------------------- --------------------- --------------------------------
<S> <C> <C>
J. David Huber* Chairman and Trustee Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Walter B. Grimm* President and Trustee Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Stephen G. Mintos Vice President and Employee, BISYS Fund Services,
3435 Stelzer Road Treasurer Inc.
Columbus, Ohio 43219

William J. Tomko Vice President Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Sean M. Kelly Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH MARKETWATCH DURING PAST 5 YEARS
- ---------------------------------- --------------------- --------------------------------
<S> <C> <C>
Nancy E. Converse Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Alaina V. Metz Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc. June, 1995 to Present and
Columbus, Ohio 43219 Alliance Capital Management
1989 to May, 1995

Christina T. Simmons Assistant Secretary Counsel/Attorney 1985 to
Drinker Biddle & Reath Present.
1345 Chestnut Street
Philadelphia, Pennsylvania 19107

Anne Gregory Rhodes Trustee Delegate, General Assembly of
P.O. Box 14569 Virginia, January, 1992 to
Richmond, Virginia 23221 Present.

Alvin J. Schexnider Trustee Chancellor, Winston-Salem State
Winston-Salem State University University, 1996 to Present,
601 Martin Luther King, Jr. Vice Provost for Undergraduate
Drive Students, 1991 to 1995, and
Winston-Salem, NC 27110 Associate Vice President for
Academic Affairs 1987 to 1991,
Virginia Commonwealth
University.

G.E.R. Stiles Trustee Retired; Senior Vice President
301 Caroline Street and Chief Financial Officer,
Ashland, Virginia 23005 A.H. Robins Company,
Incorporated, December, 1989 to
February, 1990.
</TABLE>

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

* The Chairman and President are considered by MarketWatch to be "interested
persons" of MarketWatch as defined in the 1940 Act.

The trustees of MarketWatch receive fees and are reimbursed for their
expenses in connection with each meeting of the Board of Trustees they attend.
However, no officer or employee of BISYS or BISYS OHIO receives any compensation
from MarketWatch for acting as a trustee or officer of MarketWatch. Additional
information on the compensation paid by MarketWatch to its trustees and officers
is included in the Statement of Additional Information. BISYS receives fees from
MarketWatch for acting as administrator. BISYS OHIO also receives fees from the
Fund for acting as transfer agent and for providing certain fund accounting
services.

INVESTMENT ADVISER

Central Fidelity National Bank, 1021 East Cary Street, Richmond, Virginia
23219 ("CFNB"), is the investment adviser for the Fund. CFNB is controlled by
Central Fidelity Banks, Inc., a bank holding company. CFNB is Virginia's third
largest bank, with assets in excess of $10.8 billion as of December 31, 1995.
CFNB operates 246 banking offices throughout Virginia. The core operating
strategies of CFNB are to remain an independent, Virginia-only bank,
concentrating on the fundamental banking principles of maintaining solid core
deposit growth while adhering to sound, conservative credit policies and
providing customers with excellent service.

16
<PAGE>

CFNB has provided investment management services through its Financial
Services Group or one of its predecessor organizations for over 50 years. As of
December 31, 1995, its Financial Services Group had approximately $2.2 billion
in assets under discretionary management and provided non-discretionary or
custody services for an additional $7.6 billion in securities. As the investment
adviser to MarketWatch, CFNB provides Shareholders with the same professional
money management expertise that it has provided to its trust clients.

Subject to the general supervision of MarketWatch's Board of Trustees and in
accordance with the Fund's investment objective and restrictions, CFNB manages
the investments of the Fund, makes decisions with respect to and places orders
for all purchases and sales of the Fund's portfolio securities, and maintains
the Fund's records relating to such purchases and sales.

For the services provided and expenses assumed pursuant to its Investment
Advisory Agreement with MarketWatch, CFNB is entitled to receive a fee from the
Fund, computed daily and paid monthly, at the annual rate of fifty
one-hundredths of one percent (.50%) of the Fund's average daily net assets.
CFNB may periodically waive all or a portion of its advisory fee and may
reimburse the Fund for certain expenses to increase the net income of the Fund
available for distribution as dividends. CFNB may not seek recovery of such
waived fees or reimbursed expenses at a later date. Such waivers and
reimbursements would cause the yield of the Fund to be higher than it would
otherwise be in their absence.

ADMINISTRATOR AND DISTRIBUTOR

BISYS is the administrator for the Fund and also acts as the Fund's
principal underwriter and distributor ("BISYS, as Administrator" or "BISYS, as
Distributor," as the context indicates).

BISYS, as Administrator, generally assists in all aspects of the Fund's
administration and operation. For expenses assumed and services provided as
administrator pursuant to its Management and Administration Agreement with
MarketWatch, BISYS is entitled to receive a fee from the Fund, computed daily
and paid periodically, calculated at an annual rate of twenty one-hundredths of
one percent (.20%) of the Fund's average daily net assets. BISYS may
periodically waive all or a portion of its administrative fee and may reimburse
the Fund for certain expenses to increase the net income of the Fund available
for distribution as dividends. BISYS may not seek recovery of such waived fees
or reimbursed expenses at a later date. Such waivers and reimbursements would
cause the yield of the Fund to be higher than it would otherwise be in their
absence.

EXPENSES

CFNB and BISYS, as Administrator, each bear all expenses in connection with
the performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for the Fund. The Fund bears expenses relating to
its operations, including taxes, interest, fees and expenses of trustees and
officers, Commission fees, state securities qualification fees, advisory fees,
administration fees, charges of the Fund's custodian and transfer agent, certain
insurance premiums, outside auditing and legal expenses, costs of preparing and
printing Prospectuses for regulatory purposes and for distribution to existing
shareholders, costs of shareholder reports and meetings, expenses relating to
the promotion and distribution of Fund Shares and shareholder servicing, and any
extraordinary expenses. The Fund also pays for brokerage fees,

17
<PAGE>
commissions and other transaction charges (if any) in connection with the
purchase and sale of portfolio securities.

DISTRIBUTION PLAN

MarketWatch has adopted a Distribution and Services Plan (the "Plan")
pursuant to Rule 12b-1 of the 1940 Act, under which the Fund is authorized to
pay BISYS, as Distributor, a periodic amount calculated at an annual rate not to
exceed .25% of the average daily net assets of the Fund, in compensation for
distribution assistance and administrative support services provided to
Shareholders and expenses assumed in connection with Shares of the Fund
(collectively referred to as the "Fee"). The Fee may be used to compensate banks
for administrative support services and to pay broker-dealers and other
institutions (each such bank, broker-dealer and other institution is hereafter
referred to as a "Participating Organization") for similar services, including
distribution services, pursuant to an agreement between the Distributor and the
Participating Organization. Under the Plan, a Participating Organization may
include CFNB, BISYS, and their subsidiaries and affiliates.

BISYS, as Distributor, may use the Fees applicable to the Fund's Shares to
compensate for payments or expenses incurred in connection with (1) distribution
assistance with respect to the sale of Shares, (2) administrative support
services provided to the holders of Shares and (3) Participating Organizations'
provision of services to customers that own Shares. (For more information
concerning the nature of the Fund's Shares, see "GENERAL
INFORMATION--Description of MarketWatch and Its Shares.") The Fee may be more or
less than the actual direct or indirect expenses incurred in a particular year,
thereby giving rise to a profit or a loss, in connection with distribution
and/or shareholder administrative support services provided under the Plan.

Pursuant to the Plan, BISYS, as Distributor, has entered into a servicing
agreement with CFNB pursuant to which CFNB has agreed to provide certain
administrative support services in connection with Shares of the Fund purchased
and held by CFNB for the accounts of its Customers and Shares of the Fund
purchased and held by Customers of CFNB directly, including, but not limited to,
processing automatic investments of CFNB's Customer account cash balances in
Shares of the Fund and establishing and maintaining the systems, accounts and
records necessary to accomplish this service, establishing and maintaining
Customer accounts and records, aggregating and processing purchase, exchange and
redemption transactions for Customers, answering routine Customer questions
concerning the Fund and providing such office space, equipment, telephone
facilities and personnel as is necessary and appropriate to accomplish such
matters. In consideration of such services, CFNB receives a monthly fee from
BISYS, computed at the annual rate of up to .25% of the average aggregate net
assets of Shares of the Fund held during the period for which CFNB had provided
services under this Agreement.

BANKING LAWS

18
<PAGE>

future statutes and regulations could change the manner in which CFNB could
continue to perform such services for the Fund. (See "MANAGEMENT OF
MARKETWATCH--Banking Laws" in the Statement of Additional Information for
further discussion of applicable law and regulations.)

GENERAL INFORMATION

DESCRIPTION OF MARKETWATCH AND ITS SHARES

MarketWatch was organized as a Massachusetts business trust on June 4, 1992.
MarketWatch consists of five funds. The four other funds of MarketWatch, not
discussed in this Prospectus, are the MarketWatch Equity, MarketWatch Flexible
Income, MarketWatch Intermediate Fixed Income, and MarketWatch Virginia
Municipal Bond Funds. Each share represents an equal proportionate interest in a
fund with other shares of the same fund, and is entitled to such dividends and
distributions out of the income earned on the assets belonging to that fund as
are declared at the discretion of the trustees (see "Miscellaneous" below).
Shares have a par value of $.001 per share, and do not have preemptive or
conversion rights.

Shareholders are entitled to one vote for each full share held and a
proportionate fractional vote for any fractional shares held, and will vote in
the aggregate and not by fund except as otherwise expressly required by law. For
example, shareholders of each fund will vote in the aggregate with other
shareholders of MarketWatch with respect to the election of trustees and
ratification of the selection of independent accountants. However, shareholders
of a particular fund will vote as a fund, and not in the aggregate with other
shareholders of MarketWatch, for purposes of approval of that fund's investment
advisory agreement, on matters submitted to a fund's shareholders pertaining to
such fund's arrangements with Participating Organizations pursuant to the Plan
adopted for such shares, and any changes in its fundamental investment
limitations.

Overall responsibility for the management of the Fund is vested in the Board
of Trustees of MarketWatch. (See "MANAGEMENT OF MARKETWATCH--Trustees and
Officers of MarketWatch.") Individual trustees are elected by the shareholders
of MarketWatch and may be removed by the Board of Trustees or shareholders in
accordance with the provisions of the Agreement and Declaration of Trust and
Code of Regulations of MarketWatch and Massachusetts law. (See "ADDITIONAL
INFORMATION--Miscellaneous" in the Statement of Additional Information for
further information.)

An annual or special meeting of shareholders to conduct necessary business
is not required by the Agreement and Declaration of Trust, the 1940 Act or other
authority except, under certain circumstances, to elect trustees, amend the
Agreement and Declaration of Trust, approve the investment advisory agreement
and to satisfy certain other requirements. To the extent that such a meeting is
not required, MarketWatch may elect not to have an annual or special meeting.

The trustees will call a special meeting of shareholders for purposes of
considering the removal of one or more trustees upon written request therefor
from shareholders holding not less than 10% of the outstanding votes of
MarketWatch. At such a meeting, a quorum of shareholders (constituting a
majority of votes attributable to all outstanding shares of MarketWatch), by
majority vote, has the power to remove one or more trustees. MarketWatch will
assist in shareholder communication in such matters consistent with its
undertaking pursuant to section 16(c) of the 1940 Act.

19
<PAGE>

As of February 29, 1996, CFNB held of record approximately 93.2% of the
outstanding Shares of the Fund. Beneficial ownership of the Shares is disclaimed
by CFNB.

CUSTODIAN

Central Fidelity National Bank ("CFNB, as Custodian") serves as custodian
for the Fund. Pursuant to the Custodian Agreement with MarketWatch, CFNB, as
Custodian receives compensation from the Fund for such services and
out-of-pocket expenses.

TRANSFER AGENCY AND FUND ACCOUNTING SERVICES

BISYS Fund Services, Ohio Inc. ("BISYS OHIO"), 3435 Stelzer Road, Columbus,
Ohio 43219, serves as the Fund's transfer agent pursuant to a Transfer Agency
Agreement with MarketWatch and receives a fee for such services. BISYS OHIO also
provides certain accounting services for the Fund pursuant to a Fund Accounting
Agreement and receives a fee for such services. (See "MANAGEMENT OF
MARKETWATCH--Transfer Agency and Fund Accounting Services" in the Statement of
Additional Information for further information.)

While BISYS OHIO is a distinct legal entity from BISYS (MarketWatch's
administrator and distributor), BISYS OHIO is considered to be an affiliated
person of BISYS under the 1940 Act due to, among other things, the fact that
BISYS OHIO is owned by substantially the same persons that directly or
indirectly own BISYS.

PERFORMANCE INFORMATION

From time to time performance information for the Fund showing its average
annual total return, aggregate total return, yield and effective yield may be
presented in advertisements, sales literature and shareholder reports. Such
performance figures are based on historical earnings and are not intended to
indicate future performance. The yield of the Fund refers to the income
generated by an investment therein over a seven-day period (which period will be
stated in the advertisement). This income is then "annualized." That is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested. The
effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment.

Average annual total return will be calculated for the period since the
establishment of the Fund. Average annual total return is measured by comparing
the value of an investment in the Fund at the beginning of the relevant period
to the redemption value of the investment at the end of the period (assuming
immediate reinvestment of any dividends or capital gains distributions) and
annualizing the difference. Aggregate total return is calculated similarly to
average annual total return except that the return figure is aggregated over the
relevant period instead of annualized.

Investors may also judge the performance of the Fund by comparing its
performance to the performance of other mutual funds with similar investment
objectives and relevant indices. For example, the performance of the Fund may be
compared to the average yields reported by the Bank Rate Monitor of money market
deposit accounts offered by the 50 leading banks and thrift institutions

20
<PAGE>
in the top five standard metropolitan statistical areas, or to data prepared by
Lipper Analytical Services, Inc., as well as to performance data as reported in
publications such as Money Magazine, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, Pension and Investments, U.S.A. Today,
Ibbotson Associates, Inc., Morningstar, Inc., CDA/Wiesenberger, American Banker,
Fortune, Institutional Investor and local newspapers. In addition to yield
information, general information about the Fund that appears in publications
such as those mentioned above may also be quoted or reproduced in advertisements
or in reports to Shareholders. Additional performance information is contained
in the Fund's Annual Report, which is available free of charge by calling the
telephone number on the front page of the prospectus.

Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results. Any fees charged by CFNB or any of its
affiliates with respect to customer accounts for investing in shares of
MarketWatch will not be included in performance calculations. Such fees, if
charged, will reduce the actual performance from that quoted. In addition, if
CFNB and BISYS voluntarily reduce all or part of their respective fees, as
further discussed below, the yield and total return of that fund will be higher
than it would otherwise be in the absence of such voluntary fee reductions.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and annual financial
statements audited by independent public accountants.

As used in this Prospectus and in the Statement of Additional Information,
"assets belonging to a fund" means the consideration received by the fund upon
the issuance or sale of shares in that fund, together with all income, earnings,
profits, and proceeds derived from the investment thereof, including any
proceeds from the sale, exchange, or liquidation of such investments, and any
funds or amounts derived from any reinvestment of such proceeds, and any general
assets of MarketWatch not readily identified as belonging to a particular fund
that are allocated to the fund by MarketWatch's Board of Trustees. The Board of
Trustees may allocate such general assets in any manner it deems fair and
equitable. Determinations by the Board of Trustees of MarketWatch as to the
timing of the allocation of general liabilities and expenses and as to the
timing and allocable portion of any general assets with respect to the Fund are
conclusive.

As used in this Prospectus and in the Statement of Additional Information, a
"vote of a majority of the outstanding Shares" of the Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of the Fund present at a meeting at which the
holders of more than 50% of the votes attributable to Shareholders of record of
the Fund are represented in person or by proxy, or (b) the holders of more than
50% of the outstanding votes of Shareholders of the Fund.

Inquiries regarding the Fund may be directed in writing to MarketWatch at
3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free (800) 232-9091.

21
<PAGE>
[MARKETWATCH LOGO]

INVESTMENT ADVISER AND CUSTODIAN
Central Fidelity National Bank
1021 East Cary Street
Richmond, Virginia 23219

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL
Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, Pennsylvania 19107

AUDITORS
KPMG Peat Marwick LLP MONEY MARKET FUND
Two Nationwide Plaza
Suite 1600
Columbus, Ohio 43215

TABLE OF CONTENTS

PAGE
----
PROSPECTUS SUMMARY.................... 2
FEE TABLE............................. 3
FINANCIAL HIGHLIGHTS.................. 4
INVESTMENT OBJECTIVE, POLICIES, AND
RISK CONSIDERATIONS................... 5
INVESTMENT RESTRICTIONS............... 7
VALUATION OF SHARES................... 7
HOW TO PURCHASE AND REDEEM SHARES..... 8
DIVIDENDS AND TAXES................... 14 Central Fidelity National Bank
MANAGEMENT OF MARKETWATCH............. 16 Richmond, Virginia
GENERAL INFORMATION................... 19 Investment Adviser

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS IN CONNECTION BISYS FUND SERVICES, INC.
WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUND OR ITS Prospectus dated March 29, 1996
DISTRIBUTOR. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY THE
FUND OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

<PAGE>
MARKETWATCH EQUITY FUND

3435 Stelzer Road For current yield, purchase,
Columbus, Ohio 43219 and redemption information,
call (800) 232-9091.

The Fund's investment objective is to seek total return through growth of
capital and current income. The Fund invests primarily in equity securities.

Central Fidelity National Bank ("CFNB"), Richmond, Virginia, acts as the
investment adviser to the Fund.

SHARES OF THE FUND:

. ARE NOT FDIC INSURED;

. ARE NOT DEPOSITS, OTHER OBLIGATIONS OF, OR GUARANTEED BY, CFNB; AND

. ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.

Interested persons who wish to obtain copies of the prospectuses of the
MarketWatch Money Market, MarketWatch Flexible Income, MarketWatch Intermediate
Fixed Income, or MarketWatch Virginia Municipal Bond Funds, the other funds of
MarketWatch, may contact MarketWatch at the telephone number shown above.
Additional information about the Fund, contained in a Statement of Additional
Information, has been filed with the Securities and Exchange Commission (the
"Commission") and is available upon request without charge by writing to the
Fund at its address or by calling the Fund at the telephone number shown above.
The Statement of Additional Information bears the same date as this Prospectus
and is incorporated by reference in its entirety into this Prospectus.

This Prospectus sets forth concisely the information about the MarketWatch
Equity Fund that a prospective investor ought to know before investing.
Investors should read this Prospectus and retain it for future reference.

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

The date of this Prospectus is March 29, 1996.

<PAGE>
PROSPECTUS SUMMARY

OFFERING PRICE............... The public offering price for Shares of the Fund is equal to
the net asset value per share plus a sales charge equal to
4.50% of the public offering price (4.71% of the net
amount invested), reduced on investments of $100,000 or
more (see "SALES CHARGES"); provided, however, that under
certain circumstances, the sales charge may be reduced or
eliminated (see "REDUCED SALES CHARGES" and "SALES CHARGE
WAIVERS").

MINIMUM PURCHASE............. The minimum initial investment is generally $1,000. The
minimum amount for subsequent investments is generally $100.

TYPE OF COMPANY.............. The Fund is a diversified series of an open-end, management
investment company.

INVESTMENT OBJECTIVE......... The Fund seeks total return through growth of capital and
current income.

INVESTMENT POLICIES.......... Under normal market conditions, the Fund invests
substantially all, but in no event less than 65%, of its
assets in equity securities, which are defined as common
stocks, securities convertible into common stocks,
warrants and any rights to purchase common stocks. The
remainder of the Fund's assets may be invested in any
combination of nonconvertible fixed income securities,
repurchase agreements, and options transactions.

INVESTMENT ADVISER........... Central Fidelity National Bank.

DIVIDENDS AND CAPITAL
GAINS........................ Dividends from net income are declared and paid monthly. Net
realized capital gains, if any, are distributed at least
annually.

DISTRIBUTOR.................. BISYS Fund Services, Inc.
</TABLE>

2
<PAGE>
FEE TABLE

<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).... 4.50%
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Advisory Fees After Fee Waivers and Expense Reimbursements...................... .72%
12b-1 Fees...................................................................... .25%
Other Expenses After Fee Waivers and Expense Reimbursements(1).................. .38%
----
Total Fund Operating Expenses After Fee Waivers and Expense Reimbursements...... 1.35%
----
----
</TABLE>

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

As a result of the payment of Sales Loads and 12b-1 Fees, long-term
Shareholders may pay more than the economic equivalent of the maximum front-end
sales charge permitted by the National Association of Securities Dealers, Inc.
(the "NASD"). The NASD has adopted rules which generally limit the aggregate
sales charges and payments under MarketWatch's Distribution and Services Plan to
a certain percent of total new gross sales, plus interest. The Fund would stop
accruing 12b-1 Fees if, to the extent, and for as long as, such limit would
otherwise be exceeded.

EXAMPLE

The purpose of the above table is to assist a potential purchaser of the
Fund's Shares in understanding the various costs and expenses that an investor
in the Fund will bear directly or indirectly. Such expenses do not include a fee
of $12.00, charged by CFNB, as Custodian, for each redemption paid by electronic
transfer or any fees charged by CFNB or any of its affiliates to its customer
accounts which may have invested in Shares of the Fund. The information set
forth in the Fee Table above for the Fund is based on the advisory fees,
administration fees, 12b-1 fees, and other expenses payable by the Fund after
fee waivers and expense reimbursements for the fiscal year ended November 30,
1995. Absent fee waivers and expense reimbursements, Advisory Fees, 12b-1 Fees,
Other Expenses, and Total Fund Operating Expenses would have been 1.00%, .25%,
.46%, and 1.71%, respectively, of the Fund's average net assets. During the
current fiscal year, CFNB and/or BISYS anticipate voluntarily waiving a portion
of the fees payable to them and reimbursing the Fund for certain expenses. They
have the right to discontinue such waivers and reimbursements at any time
without the Fund's consent. (See "MANAGEMENT OF MARKETWATCH" and "GENERAL
INFORMATION" for a more complete discussion of the transaction expenses and
annual operating expenses for the shareholders of the Fund (the
"Shareholders").)

THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL INVESTMENT RETURN AND OPERATING EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

3
<PAGE>
FINANCIAL HIGHLIGHTS

The table below sets forth selected financial data for a Fund Share
outstanding throughout each period presented.

<TABLE>
<CAPTION>
YEAR OR PERIOD ENDED NOVEMBER
30,
--------------------------------
1995 1994 1993(A)
-------- -------- --------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................ $ 9.80 $ 10.20 $ 10.00
-------- -------- --------
INVESTMENT ACTIVITIES:
Net investment income................................... 0.17 0.17 0.15
Net realized and unrealized gains (losses) from
investments............................................ 3.09 (0.40) 0.19
-------- -------- --------
Total from Investment Activities........................ 3.26 (0.23) 0.34
-------- -------- --------
DISTRIBUTIONS:
From net investment income.............................. (0.17) (0.17) (0.14)
In excess of net investment income...................... (0.01)
In excess of net realized gains.........................
-------- -------- --------
Total Distributions..................................... (0.18) (0.17) (0.14)
-------- -------- --------
NET ASSET VALUE, END OF PERIOD.............................. $ 12.88 $ 9.80 $ 10.20
-------- -------- --------
-------- -------- --------
Total Return(b)............................................. 33.59% (2.26)% 3.42%(c)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)....................... $119,484 $103,140 $107,859
Ratio of expenses to average net assets................. 1.35% 1.35% 1.33%(d)
Ratio of net investment income to average net assets.... 1.58% 1.75% 1.75%(d)
Ratio of expenses to average net assets*................ 1.71% 1.75% 1.72%(d)
Ratio of net investment income to average net assets*... 1.22% 1.34% 1.36%(d)
Portfolio Turnover.......................................... 29.98% 30.33% 29.72%
</TABLE>

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

<TABLE>
<C> <S>
* During the period , certain fees were voluntarily reduced. In addition, certain fees
were voluntarily reimbursed. If such voluntary fee reductions and reimbursements had
not occurred, the ratios would have been as indicated.
(a) The Fund commenced operations on January 29, 1993.
(b) Excludes sales charge.
(c) Not annualized.
(d) Annualized.
</TABLE>

4
<PAGE>
INVESTMENT OBJECTIVE, POLICIES, AND RISK CONSIDERATIONS

IN GENERAL

The investment objective of the Fund is to seek total return through growth
of capital and current income. The investment objective is a fundamental policy
and, as such, may not be changed without an affirmative vote of the holders of a
majority of the outstanding Shares of the Fund (as defined in the Statement of
Additional Information). The other policies of the Fund may be changed without a
vote of the holders of a majority of Shares unless (1) the policy is expressly
deemed to be a fundamental policy of the Fund or (2) the policy is expressly
deemed to be changeable only by such majority vote. There can be no assurance
that the investment objective of the Fund will be achieved.

Under normal market conditions, the Fund invests substantially all, but in
no event less than 65%, of its assets in equity securities, which are defined as
common stocks, securities convertible into common stocks, warrants, and any
rights to purchase common stocks. The remainder of the Fund's assets may be
invested in any combination of non-convertible fixed income securities,
repurchase agreements, and options transactions. The non-convertible fixed
income securities referred to above will consist of (l) corporate notes, bonds,
and debentures that are rated high grade at the time of purchase (i.e. within
the three highest rating categories assigned by a nationally recognized
statistical rating organization ("NRSRO")) or, if unrated, are deemed by CFNB to
be of comparable quality to those securities that are rated high grade and (2)
U.S. Treasury bills, notes, and bonds that are issued or guaranteed by the U.S.
Government , its agencies, or instrumentalities. For a complete description of
the ratings assigned to these and other debt securities by NRSROs, see the
Appendix to the Statement of Additional Information.

CFNB selects securities based on a number of factors, including return on
equity, price to earnings ratio, dividend paying ability, and liquidity. Stocks
purchased for the Fund may be listed on a national securities exchange or may be
unlisted securities with an established over-the-counter market. A convertible
security may be purchased for the Fund when, in CFNB's opinion, the price and
yield of the convertible security is favorable compared with the price and yield
of the common stock. Because the market value of fixed income securities can be
expected to vary inversely to changes in prevailing interest rates, investing in
such fixed income securities can provide an opportunity for capital appreciation
when interest rates are expected to decline. Subject to the foregoing
limitations, the Fund may indirectly invest in foreign securities through the
purchase of American Depository Receipts ("ADRs") and European Depository
Receipts ("EDRs") and may also invest in securities issued by foreign branches
of U.S. banks and foreign banks, in Canadian commercial paper, and in Europaper
(U.S. dollar-denominated commercial paper of a foreign issuer). The stocks or
securities in which the Fund invests may be expected to produce some income, but
income alone is not the primary criterion in their selection.

The Fund may, for daily cash management purposes, invest in high quality
money market securities and in repurchase agreements. In addition, the Fund may
invest, without limit, in any combination of the U.S. government securities,
money market securities, and repurchase agreements referred to above when, in
the opinion of CFNB, it is determined that a temporary defensive position is
warranted based upon current market conditions. To the extent permitted by the
Investment Company Act of 1940, as amended (the "1940 Act") and the Commission,
the Fund may also invest in other investment portfolios advised by CFNB, as
described more fully under "Other Investment Policies."

5
<PAGE>
SPECIAL CONSIDERATIONS AND RISK FACTORS

The principal risk factors associated with an investment in the Fund are
price fluctuations of equity securities, interest rate risk of fixed income
securities, and any foreign risks that may be associated directly or indirectly
with foreign securities. In general, the Fund's stocks and securities will be
diversified over a number of industry groups in an effort to reduce the risks
inherent in such investments. For additional information regarding the special
risks associated with investments in foreign securities, see "INVESTMENT
OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS--Additional Information on
Portfolio Instruments--Foreign Investment" in the Statement of Additional
Information.

REPURCHASE AGREEMENTS

Securities held by the Fund may be subject to repurchase agreements. Under
the terms of a repurchase agreement, the Fund would acquire securities from
member banks of the Federal Deposit Insurance Corporation and from registered
broker-dealers which CFNB deems creditworthy under guidelines approved by
MarketWatch's Board of Trustees. The seller agrees to repurchase such securities
at a mutually agreed-upon date and price. The repurchase price would generally
equal the price paid by the Fund plus interest negotiated on the basis of
current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. Securities subject to repurchase agreements
must be of the same type and quality as those in which the Fund may invest
directly. The seller under a repurchase agreement will be required to maintain
at all times the value of collateral held pursuant to the agreement at an amount
at least equal to the repurchase price (including accrued interest). This
requirement will be continually monitored by CFNB. If the seller were to default
on its repurchase obligation or become insolvent, the Fund would suffer a loss
if the proceeds from a sale of the underlying portfolio securities were less
than the repurchase price under the agreement, or the disposition of such
securities by the Fund were delayed pending court action. Repurchase agreements
are considered to be loans by an investment company under the 1940 Act. For
further information about repurchase agreements, see "INVESTMENT OBJECTIVES,
POLICIES, AND RISK CONSIDERATIONS--Additional Information on Portfolio
Instruments--Repurchase Agreements" in the Statement of Additional Information.

REVERSE REPURCHASE AGREEMENTS

The Fund may borrow funds for temporary purposes by entering into reverse
repurchase agreements in accordance with the investment restrictions described
below. Pursuant to such agreements, the Fund would sell certain of its
securities to financial institutions such as banks and broker-dealers, and agree
to repurchase them at a mutually agreed upon date and price. The Fund intends to
enter into reverse repurchase agreements only to avoid otherwise selling
securities during unfavorable market conditions to meet redemptions. At the time
the Fund enters into a reverse repurchase agreement, it will place in a
segregated custodial account assets such as U.S. government securities or other
liquid high grade debt securities consistent with its investment restrictions
having a value equal to the repurchase price (including accrued interest), and
will subsequently continually monitor the account to ensure that such equivalent
value is maintained at all times. Reverse repurchase agreements involve the risk
that the market value of securities sold by the Fund may decline below the price
at which it is obligated to repurchase the securities. Reverse repurchase
agreements are considered to be borrowings by an investment company under the
1940 Act. For further information about reverse

6
<PAGE>

repurchase agreements, see "INVESTMENT OBJECTIVES, POLICIES, AND RISK
CONSIDERATIONS--Additional Information on Portfolio Instruments--Reverse
Repurchase Agreements" in the Statement of Additional Information.

OPTIONS

The Fund may purchase or sell index options for hedging purposes only. Index
options (or options on securities indices) are similar in many respects to
options on securities except that an index option gives the holder the right to
receive, upon exercise, cash instead of securities, if the closing level of the
securities index upon which the option is based is greater than, in the case of
a call, or less than, in the case of a put, the exercise price of the option.
The Fund may also engage in writing call options from time to time as CFNB deems
appropriate. The Fund will write only covered call options (options on
securities owned by the Fund). When the Fund writes a covered call option and
such option is exercised, the Fund will forego the appreciation, if any, on the
underlying security in excess of the exercise price. In order to close out a
call option it has written, the Fund will enter into a "closing purchase
transaction"--the purchase of a call option on the same security with the same
exercise price and expiration date as the call option which the Fund previously
wrote on any particular securities. When a portfolio security subject to a call
option is sold, the Fund will effect a closing purchase transaction to close out
any existing call option on that security. If the Fund is unable to effect a
closing purchase transaction, it will not be able to sell the underlying
security until the option expires or the Fund delivers the underlying security
upon exercise. Under normal conditions, it is not expected that the Fund would
permit the underlying value of its portfolio securities subject to such index
options or covered call options to exceed 25% of its net assets.

OTHER INVESTMENT POLICIES

Securities Lending. In order to generate additional income, the Fund may,
from time to time, lend its portfolio securities to broker-dealers, banks, or
institutional borrowers of securities. The Fund must receive 102% collateral in
the form of cash or U.S. government securities. This collateral will be valued
daily by CFNB. Should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest received on such securities. Loans are subject to termination by the
Fund or the borrower at any time. While the Fund does not have the right to vote
securities on loan, it intends to terminate the loan and regain the right to
vote if that is considered important with respect to the investment. While the
lending of securities may subject the Fund to certain risks, such as delays or
an inability to regain the securities in the event the borrower were to default
or enter into bankruptcy, the Fund will retain the collateral described above.
The Fund will enter into loan agreements only with broker-dealers, banks, or
other institutions that CFNB has determined are creditworthy under guidelines
established by MarketWatch's Board of Trustees. Such loans will not be made if,
as a result, the aggregate of all outstanding loans of the Fund exceeds 30% of
the value of its total assets.

When-issued and Delayed-delivery Securities. The Fund may purchase
securities on a when-issued or delayed-delivery basis. These transactions are
arrangements in which the Fund purchases securities with payment and delivery
scheduled for a future time. The Fund will engage in when-issued and
delayed-delivery transactions only for the purpose of acquiring portfolio
securities consistent with its investment objective and policies, not for
investment leverage. When-issued securities are securities

7
<PAGE>
purchased for delivery beyond the normal settlement date at a stated price and
yield and thereby involve a risk that the yield obtained in the transaction will
be less than those available in the market when delivery takes place. The Fund
will generally not pay for such securities or start earning interest on them
until they are received. When the Fund agrees to purchase such securities,
however, its custodian will set aside cash or liquid securities equal to the
amount of the commitment in a separate account. Securities purchased on a
when-issued basis are recorded as an asset and are subject to changes in the
value based upon changes in the general level of interest rates. In when-issued
and delayed-delivery transactions, the Fund relies on the seller to complete the
transaction; the seller's failure to do so may cause the Fund to miss a price or
yield considered to be advantageous.

Investment Companies. The Fund may also invest up to 10% of the value of its
total assets in the securities of other investment companies, including shares
of other funds of MarketWatch. Although the Fund will not pay any advisory fee
to CFNB with respect to such assets, the Fund will incur additional expenses due
to the duplication of expenses as a result of investing in other investment
companies. Additional restrictions on the Fund's investments in the securities
of other investment companies are contained in the Statement of Additional
Information.

Affiliated Transactions. Except to the extent permitted by the 1940 Act and
the Commission, MarketWatch will not execute portfolio transactions through,
acquire portfolio securities issued by, make savings deposits in, or enter into
repurchase agreements or reverse repurchase agreements with, CFNB, BISYS, or
their affiliates (as such term is defined in the 1940 Act). In addition, with
respect to such transactions, securities, deposits, and agreements, MarketWatch
will not give preference to CFNB's correspondents or Participating Organizations
with which a Fund has entered into agreements concerning the provision of
administrative support services to their customers who own of record or
beneficially the Fund's Shares. (See "MANAGEMENT OF MARKETWATCH--Distribution
Plan.")

INVESTMENT RESTRICTIONS

The Fund will not:

1. Purchase securities of any one issuer, other than obligations issued
or guaranteed by the U.S. Government, its agencies, or instrumentalities,
if, immediately after such purchase, more than 5% of the value of the total
assets of the Fund would be invested in such issuer, or hold more than 10%
of any class of securities of the issuer or more than 10% of the outstanding
voting securities of the issuer except that up to 25% of the value of the
total assets of the Fund may be invested without regard to such
restrictions. There is no limit to the percentage of assets that may be
invested in U.S. Treasury bills, notes, or other obligations issued or
guaranteed by the U.S. Government, its agencies, or instrumentalities.

8
<PAGE>

2. Purchase any securities which would cause more than 25% of the value
of the Fund's total assets at the time of purchase to be invested in
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no restriction
with respect to obligations issued or guaranteed by the U.S. Government, its
agencies, or instrumentalities and repurchase agreements secured by
obligations of the U.S. Government, its agencies, or instrumentalities; (b)
wholly owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of their parents; and (c) utilities will be divided according to
their services. For example, gas, gas transmission, electric and gas,
electric, and telephone will each be considered a separate industry.

3. Borrow money or issue senior securities, except that the Fund may
borrow from banks or enter into reverse repurchase agreements for temporary
purposes in amounts up to 10% of the value of its total assets at the time
of such borrowing; or mortgage, pledge, or hypothecate any assets, except in
connection with any such borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or 10% of the value of the Fund's
total assets at the time of its borrowing. The Fund will not purchase
securities while its borrowings (including reverse repurchase agreements)
exceed 5% of its total assets.

4. Make loans, except that the Fund may purchase or hold debt
instruments and lend portfolio securities in accordance with its investment
objective and policies, and may enter into repurchase agreements.

In order to permit the sale of the Fund's Shares in certain states,
MarketWatch may make commitments in the form of non-fundamental policies that
are more restrictive than the investment restrictions described above. Should
MarketWatch determine that any such commitments no longer are in the best
interests of MarketWatch, it will revoke the commitment by terminating sales of
its Shares in the state involved.

VALUATION OF SHARES

The net asset value of the Fund is determined and its Shares are priced as
of the close of trading on the New York Stock Exchange ("NYSE") (generally, 4:00
p.m., Eastern Time) (the "Valuation Time") on each Business Day. As used herein,
a "Business Day" constitutes any day on which the NYSE is open for trading, and
the Federal Reserve Bank of Richmond is open, except days on which there are not
sufficient changes in the value of the Fund's portfolio securities that the
Fund's net asset value might be materially affected, or days during which no
Shares are tendered for redemption and no orders to purchase Shares are
received. Currently, the NYSE or the Federal Reserve Bank of Richmond is closed
on the following holidays: New Year's Day, Martin Luther King, Jr. Day
(observed), Presidents' Day (observed), Good Friday, Memorial Day (observed),
Independence Day, Labor Day, Columbus Day (observed), Veterans' Day,
Thanksgiving Day, and Christmas Day. Net asset value per Share for purposes of
pricing sales and redemptions is calculated by dividing the value of all
securities and other assets belonging to the Fund, less the liabilities charged
to the Fund, by the number of the Fund's outstanding Shares.

The net asset value per Share will fluctuate as the value of the investment
portfolio of the Fund changes.

9
<PAGE>

Securities which are traded on a recognized stock exchange are valued at the
last sale price on the securities exchange on which such securities are
primarily traded or at the last sale price on the national securities market.
Securities traded on only over-the-counter markets are valued on the basis of
market values when available. Other securities, including restricted and other
securities for which market quotations are not readily available, and other
assets are valued at fair value by CFNB under the supervision of the Board of
Trustees. Debt securities with remaining maturities of 60 days or less will be
valued in accordance with the amortized cost method where MarketWatch's Board of
Trustees determines that amortized cost is fair value. For further information
about valuation of investments, see "NET ASSET VALUE" in the Statement of
Additional Information.

HOW TO PURCHASE AND REDEEM SHARES

PURCHASES OF SHARES

Shares of the Fund are continuously offered and may be purchased directly
either by mail, by telephone, or by electronic transfer, or through a
broker-dealer that has established a dealer agreement with BISYS, as
Distributor. MarketWatch offers an Individual Retirement Account and
Shareholders interested in establishing such an account should contact
MarketWatch for information as to applications and annual fees.

The minimum investment is generally $1,000 for the initial purchase of
Shares of the Fund by an investor and $100 for subsequent purchases. For
employees (and their spouses and children under the age of 21) of (1) CFNB or
(2) any broker-dealer with which BISYS, as Distributor, enters into a dealer
agreement to sell Shares of the Fund, the minimum investment is $100 for initial
investments and $50 for subsequent investments. For purchases made in connection
with Individual Retirement Accounts and defined contribution plans, including
simplified employee, 401(k), profit sharing, and money purchase pension plans
(collectively, the "Retirement Plans"), the minimum investment amount for
initial purchases is $500 and the minimum for subsequent purchases is $100. In
the case of such Retirement Plan investments, the minimum purchase amounts are
not restricted to the purchase of Shares of the Fund. Thus, the $500 and $100
minimum amounts may be spread among any of the funds within MarketWatch. (See
"HOW TO PURCHASE AND REDEEM SHARES--Auto Invest Plan and Systematic Exchange
Program" below for minimum investment requirements under the Auto Invest Plan
and Systematic Exchange Program). Purchasers of Shares will pay the next
calculated net asset value per Share plus any applicable sales charges after
BISYS, as Distributor, receives an order in good form to purchase Shares. (See
"SALES CHARGES" below for information on applicable sales charges.)

PURCHASES BY MAIL

To purchase Shares of the Fund by mail, complete an account application and
return it along with a check or money order made payable to the MarketWatch
Equity Fund to:

MarketWatch Funds
P.O. Box 27252
Richmond, VA 23261-7252

10
<PAGE>

PURCHASES BY TELEPHONE OR ELECTRONIC TRANSFER

OTHER INFORMATION REGARDING PURCHASES

Shares of the Fund are purchased at the net asset value per Share (see
"VALUATION OF SHARES") next determined after receipt by MarketWatch of an order
to purchase Shares in good form, plus any applicable sales charge as described
below. Purchases of Shares of the Fund will be effected only on a Business Day
(as defined in "VALUATION OF SHARES") of the Fund. An order received prior to
the Valuation Time on any Business Day will be executed at the net asset value
determined as of the Valuation Time on the day of receipt. An order received
after the Valuation Time on any Business Day will be executed at the net asset
value determined as of the Valuation Time on the next Business Day. In case of
orders for the purchase of Shares placed through a broker-dealer, the applicable
public offering price will be the net asset value as so determined, but only if
the broker-dealer receives the order prior to the Valuation Time for that day
and transmits it to BISYS prior to the Valuation Time for that day. The
broker-dealer is responsible for transmitting such orders promptly. If the
broker-dealer fails to do so, the investor's right to that day's closing price
must be settled between the investor and the broker-dealer. If the broker-dealer
receives the order after the Valuation Time for that day, the price will be
based on the net asset value determined as of the Valuation Time for the next
Business Day.

Depending upon the terms of the particular Customer account, the Entities
may charge a Customer account fees for services provided in connection with
investments in the Fund. Information concerning these services and any charges
will be provided by the Entities. This Prospectus should be read in conjunction
with any such information so received from the Entities.

11
<PAGE>

MarketWatch reserves the right to reject any order for the purchase of its
Shares in whole or in part, including purchases made with foreign and third
party drafts or checks.

SALES CHARGES

The public offering price of the Fund's Shares equals the sum of the net
asset value per Share plus a sales load in accordance with the table below.
BISYS, as Distributor, receives this sales charge. BISYS will act only on its
own behalf as principal if it chooses to enter into selling agreements with
selected dealers or others, and in such event BISYS may reallow the sales charge
as dealer discounts and brokerage commissions. However, BISYS, at its sole
discretion, may pay certain dealers all or a part of the portion of the sales
charge it receives. A broker or dealer who receives a reallowance in excess of
90% of the sales charge may be deemed to be an "underwriter" for purposes of the
Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
SALES SALES
CHARGE AS CHARGE AS DEALER DISCOUNTS
% OF NET % OF AND BROKERAGE
AMOUNT OFFERING COMMISSIONS AS % OF
AMOUNT OF PURCHASE INVESTED PRICE OFFERING PRICE
- ------------------------------------------------------ --------- --------- -------------------
<S> <C> <C> <C>
Less than $100,000.................................... 4.71% 4.50% 4.25%
$100,000 but less than $250,000....................... 3.63% 3.50% 3.25%
$250,000 but less than $500,000....................... 2.56% 2.50% 2.25%
$500,000 but less than $1,000,000..................... 1.52% 1.50% 1.25%
$1,000,000 but less than $1,500,000................... .76% .75% .75%
$1,500,000 but less than $2,000,000................... .50% .50% .50%
$2,000,000 or more.................................... .25% .25% .25%
</TABLE>

BISYS, as Distributor, will, at its expense, also provide other compensation
to dealers in connection with sales of Shares of the Fund. Such compensation
will include financial assistance to dealers in connection with conferences,
sales or training programs for their employees, seminars for the public,
advertising campaigns regarding the Fund, and/or other special events sponsored
by dealers. In some instances, this compensation will be made available only to
certain dealers whose representatives have sold a significant amount of Shares.
Compensation will include payment for travel expenses, including lodging,
incurred in connection with trips taken by invited registered representatives
and members of their families to locations within or outside of the United
States for meetings or seminars of a business nature. Compensation will also
include the following types of non-cash compensation offered through sales
contests: (1) vacation trips, including the provision of travel arrangements and
lodging at luxury resorts at an exotic location, (2) tickets for entertainment
events (such as concerts, cruises, and sporting events) and (3) merchandise
(such as clothing, trophies, clocks, and pens). Dealers may not use sales of
Shares to qualify for this compensation to the extent such may be prohibited by
the laws of any state or any self-regulatory agency, such as the National
Association of Securities Dealers, Inc. None of the aforementioned compensation
is paid for by the Fund or its Shareholders.

12
<PAGE>

From time to time, dealers who receive dealer discounts and brokerage
commissions from BISYS, as Distributor, may reallow all or a portion of such
dealer discounts and brokerage commissions to other dealers or brokers.

SALES CHARGE WAIVERS

The following classes of investors may purchase Shares of the Fund with no
sales charge:

(1) existing Shareholders of the Fund upon the automatic reinvestment of
dividend and capital gains distributions;

(2) Trustees of MarketWatch and officers, directors, employees, and
retired employees of (a) CFNB and its affiliates and (b) BISYS and its
affiliates, as well as spouses and children under the age of 21 of each of
the foregoing;

(3) employees (and their spouses and children under the age of 21) of
any broker-dealer with which BISYS, as Distributor, enters into a dealer
agreement to sell Shares of the Fund;

(4) investors for whom CFNB or one of its affiliates acts in a
fiduciary, advisory, or agency capacity and for whom purchases are made
through CFNB or its affiliates;

(5) individuals who receive Shares in connection with a distribution
paid from a CFNB Financial Services Group trust or agency account;

(6) individuals who receive cash in connection with a distribution paid
from a CFNB Financial Services Group trust or agency account. This waiver
applies only to the initial purchase of a load fund of MarketWatch with the
total amount of cash received in the distribution; and

(7) orders placed on behalf of other investment companies distributed by
The BISYS Group, Inc. or its affiliated companies.

At the time of purchase, MarketWatch must be notified that the purchase
qualifies for a sales charge waiver in accordance with one of the categories
described above in (1)-(7).

From time to time, BISYS, as Distributor, may periodically waive all or a
portion of the sales charge for all investors with respect to the Fund. BISYS
may change or eliminate the foregoing waivers at any time. From time to time,
BISYS may also offer special concessions to enable investors to purchase Shares
of the Fund or another load fund of MarketWatch at net asset value, without
payment of a sales charge. To qualify for this special net asset value purchase,
the investor must pay for such purchase with the proceeds from the redemption of
shares of a non-affiliated mutual fund or a unit investment trust on which a
sales charge was paid. A qualifying purchase of shares in a fund of MarketWatch
must occur within 5 Business Days of the prior redemption and must be evidenced
by a confirmation of the redemption transaction. At the time of purchase,
MarketWatch must be notified that the purchase qualifies for a purchase without
a sales load. Proceeds from the redemption of shares on which no sales charges
or commissions were paid would not qualify for the special net asset value
purchase program.

13
<PAGE>
LETTERS OF INTENT

An investor may obtain a reduced sales charge by means of a written Letter
of Intent which expresses the investor's intention to purchase Shares at a
specified total public offering price within a designated 13-month period. Each
purchase of Shares under a Letter of Intent will be made at the net asset value
plus the sales charge applicable at the time of such purchase, assuming the
purchase of the total dollar amount indicated in the Letter of Intent.

A Letter of Intent is not a binding obligation upon the investor to purchase
the full dollar amount indicated. The minimum initial investment under a Letter
of Intent is 5% of such dollar amount. Shares purchased with the first 5% of
such amount will be held in escrow (although registered in the name of the
investor) to secure payment of the higher sales charge applicable to the Shares
actually purchased if the full dollar amount indicated is not purchased.
Escrowed Shares will be involuntarily redeemed to pay the additional sales
charge, if necessary. Dividends on escrowed Shares, whether paid in cash or
reinvested in additional Fund Shares, are not subject to escrow. The escrowed
Shares may not be redeemed or transferred by the investor until all purchases
pursuant to the Letter of Intent have been made or the higher sales charge has
been paid. When the full amount indicated has been purchased, the escrow will be
released. To the extent that an investor purchases more than the dollar amount
indicated in the Letter of Intent and qualifies for a further reduced sales
charge, the sales charge will be recalculated based on the entire amount
purchased during the 13-month period. Any reduction in sales charges will be
used to purchase additional Shares of the Fund for the investor's account.

A Letter of Intent may include purchases of Shares made not more than 90
days prior to the date the investor signs a Letter of Intent; however, the
13-month period during which the Letter of Intent is in effect will begin on the
date of the earliest purchase to be included. Any share adjustments will be made
at the end of the 13-month period at the then current applicable public offering
price. Investors may combine purchases that are made in their individual
capacity with (1) purchases that are made by the individual's spouse or children
under 21 years of age and (2) purchases made by businesses that they own as sole
proprietorships for purposes of obtaining reduced sales charges by means of a
written Letter of Intent. In order to accomplish this, however, investors must
designate on the account application the accounts that are to be combined for
this purpose. Investors can only designate accounts that are open at the time
the Letter of Intent is executed.

For further information about Letters of Intent, interested investors should
contact MarketWatch at (800) 232-9091. This program, however, may be modified or
eliminated at any time or from time to time by MarketWatch without notice.

MARKETWATCH INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

14
<PAGE>

All MarketWatch IRA distribution requests must be made in writing to BISYS,
as Distributor. Any additional deposits to an IRA must distinguish the type and
year of the contributions.

For more information on the MarketWatch IRAs call MarketWatch at (800)
232-9091. Investment in Shares of the Virginia Municipal Bond Fund would not be
appropriate for an IRA. Shareholders are advised to consult a tax adviser
concerning MarketWatch IRA contribution and withdrawal requirements and
restrictions.

AUTO INVEST PLAN

The Auto Invest Plan enables Shareholders of the Fund to make regular
monthly or quarterly purchases of Shares through automatic deductions from their
bank accounts. With Shareholder authorization, BISYS OHIO will deduct the amount
specified from the Shareholder's bank account (as long as the Shareholder's bank
is a member of the Automated Clearing House) which will automatically be
invested in Shares at the public offering price on the dates of the deduction.
The required minimum initial investment when opening an account using the Auto
Invest Plan is $100; the minimum amount for subsequent investments in the Fund
is $50. To participate in the Auto Invest Plan, Shareholders should complete the
appropriate section of the account application which can be acquired by calling
(800) 232-9091. To change the Auto Invest instructions, a Shareholder must
submit a written request to MarketWatch. A Shareholder may discontinue the
feature by submitting a written request to or by calling MarketWatch.

CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION

For purposes of qualifying for a reduced sales charge, investors have the
privilege of combining concurrent purchases of, and holdings in, shares of the
Fund sold with a sales charge ("Eligible Shares"). Investors are permitted to
purchase Eligible Shares at the public offering price applicable to the total of
(a) the dollar amount of the Eligible Shares then being purchased plus (b) the
aggregate dollar amount of previously acquired Eligible Shares based upon the
net asset value of such Shares at the time of purchase.

To receive the applicable public offering price pursuant to concurrent
purchases and the right of accumulation, Shareholders must, at the time of
purchase, give MarketWatch sufficient information to permit confirmation of
qualification. Investors may combine purchases of Eligible Shares that are made
in their individual capacity with (1) purchases made by the individual's spouse
or children under 21 years of age and (2) purchases made by businesses that they
own as sole proprietorships for purposes of obtaining reduced sales charges
pursuant to concurrent purchases and the right of accumulation. In order to
accomplish this, however, investors must designate on the account application
the accounts that are to be combined for this purpose. Investors can only
designate accounts that are open at the time the concurrent purchases and the
right of accumulation are exercised.

EXCHANGE PRIVILEGE

15
<PAGE>

on the exchanged Shares that is less than the sales charge applicable to the
Shares sought to be acquired through the exchange, such Shareholder must pay a
sales charge on the exchange equal to the difference between the sales charge
paid for the exchanged Shares and the sales charge applicable to the shares
sought to be acquired through the exchange. Shareholders must notify MarketWatch
that a sales charge was previously paid.

The shares exchanged must have a current value at least equal to the minimum
investment required (either the minimum amount required for initial investments
or the minimum amount required for subsequent investments, as the case may be)
for the fund whose shares are being acquired. Share exchanges will only be
permitted where the Shares to be acquired may legally be sold in the investor's
state of residence and where the respective fund accounts have identical
registered owners. An exchange is considered to be a sale of Shares for federal
income tax purposes on which a Shareholder may realize a capital gain or loss. A
Shareholder may make an exchange request by calling MarketWatch at (800)
232-9091 or by providing written instructions to MarketWatch. An investor should
consult MarketWatch for further information regarding exchanges. During periods
of significant economic or market change, telephone exchanges may be difficult
to complete. If a Shareholder is unable to contact MarketWatch by telephone, a
Shareholder may also mail the exchange request to MarketWatch at the address
listed under "HOW TO PURCHASE AND REDEEM SHARES--Redemption By Mail."
MarketWatch reserves the right to modify or terminate the exchange privilege
described above upon 60 days prior written notice to Shareholders and to reject
any exchange request. If an exchange request in good order is received by
MarketWatch by the Valuation Time, on any Business Day, the exchange usually
will occur on that day. Any Shareholder who wishes to make an exchange should
obtain and review the current prospectus of the fund of MarketWatch in which he
or she wishes to invest before making the exchange. Shareholders wishing to make
use of MarketWatch's exchange program must so indicate on the fund application.

SYSTEMATIC EXCHANGE PROGRAM

16
<PAGE>
REDEMPTION OF SHARES

REDEMPTION BY MAIL

A written request for redemption must be received by BISYS OHIO in order to
honor the request. Such requests should be sent to: MarketWatch Funds, P.O. Box
27252, Richmond, Virginia 23261-7252. BISYS OHIO will require a signature
guarantee by an eligible guarantor institution. For purposes of this policy, the
term "eligible guarantor institution" shall include banks, brokers, dealers,
credit unions, securities exchanges and associations, clearing agencies, and
savings associations as those terms are defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. BISYS OHIO reserves the right to reject any
signature guarantee if (l) it has reason to believe that the signature is not
genuine, (2) it has reason to believe that the transaction would otherwise be
improper, or (3) the guarantor institution is a broker or dealer that is neither
a member of a clearing corporation nor maintains net capital of at least
$100,000. The signature guarantee requirement will be waived if all of the
following conditions apply: (l) the redemption check is payable to the
Shareholder(s) of record and (2) the redemption check is mailed to the
Shareholder(s) at the address of record or the proceeds are either mailed or
sent electronically to a commercial bank account previously designated on the
account application. There is no charge for having redemption requests mailed to
a designated bank account.

REDEMPTION BY TELEPHONE

Shares may be redeemed by telephone if the Shareholder selected that option
on the account application. The Shareholder may have the proceeds mailed to his
or her address of record or mailed or sent electronically to a commercial bank
account previously designated on the account application. Under most
circumstances, payments will be transmitted on the next Business Day following
receipt of a valid request for redemption. Electronic payment requests may be
made by the Shareholder by telephone to MarketWatch at (800) 232-9091. The
then-current charge of CFNB, as Custodian, for electronically transferred
redemptions may be deducted from the proceeds of an electronically transferred
redemption. This charge, if applied, is presently $12.00 for each electronically
transferred redemption. It is not necessary for Shareholders to confirm
telephone redemption requests in writing. During periods of significant economic
or market change, telephone redemptions may be difficult to complete. If a
Shareholder is unable to contact MarketWatch by telephone, a Shareholder may
also mail the redemption request to MarketWatch at the address listed above
under "HOW TO PURCHASE AND REDEEM SHARES--Redemption by Mail." BISYS, BISYS
OHIO, CFNB, and MarketWatch will not be liable for any losses, damages,
expenses, or cost arising out of any telephone transaction (including exchanges
and redemptions) effected in accordance with the Fund's telephone transaction
procedures, upon instructions believed to be genuine. MarketWatch will employ
procedures designed to provide reasonable assurance that instructions by
telephone are genuine; if these procedures are not followed, MarketWatch or its
service contractors may be liable for any losses due to unauthorized or
fraudulent instructions. These procedures include recording all telephone
conversations, sending confirmation to Shareholders within 72 hours of the
telephone transaction,

17
<PAGE>
verification of account name and account number or tax identification number,
and sending redemption proceeds only to the address of record or to a previously
authorized bank account.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Shareholders of the Fund to make regular
monthly or quarterly redemptions of Shares. With Shareholder authorization,
BISYS OHIO will automatically redeem Shares at the net asset value on the dates
of the withdrawal and have a check in the amount specified mailed to the
Shareholder. The Shareholder's account balance must have a current market value
of at least $10,000 to be eligible for the Auto Withdrawal Plan. The required
minimum withdrawal is $100. To participate in the Auto Withdrawal Plan,
Shareholders should call (800) 232-9091 for more information. Purchases of
additional Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities and sales charges. To change the Auto
Withdrawal instructions, a Shareholder must submit a written request to
MarketWatch. A Shareholder may discontinue the feature by submitting a written
request to or by calling MarketWatch.

PAYMENTS TO SHAREHOLDERS

Redemption orders are effected at the net asset value per Share next
determined after receipt of a valid request for redemption, as described above.
Payment to Shareholders for Shares redeemed will be made within the time period
prescribed by the settlement requirements of the Securities Exchange Act of
1934, after receipt by MarketWatch of the request for redemption. However, to
the greatest extent possible, MarketWatch will attempt to honor requests from
Shareholders for next Business Day payments upon redemption of Shares if the
request for redemption is received by BISYS OHIO before the Valuation Time on a
Business Day or, if the request for redemption is received after the Valuation
Time, to honor requests for payment within two Business Days, unless it would be
disadvantageous to MarketWatch or the Shareholders of the Fund to sell or
liquidate portfolio securities in an amount sufficient to satisfy requests for
payments in that manner.

18
<PAGE>

MarketWatch may suspend the right of redemption if it appears appropriate to do
so in light of MarketWatch's responsibilities under the 1940 Act.)

DIVIDENDS AND TAXES

DIVIDENDS

The net income of the Fund is declared monthly as a dividend to Shareholders
at the close of business on the day of declaration, and such dividend is
generally paid monthly. Distributable net realized capital gains are distributed
at least annually. A Shareholder of a Fund will automatically receive all income
dividends and capital gains distributions in additional full and fractional
Shares of the Fund at net asset value as of the date of payment, unless the
Shareholder elects to receive dividends or distributions in cash. Such election
must be made on the account application; any change in such election must be
made in writing to BISYS OHIO at 3435 Stelzer Road, Columbus, Ohio 43219, and
will become effective with respect to dividends and distributions having record
dates after its receipt by BISYS OHIO.

FEDERAL TAXES

Qualification as a regulated investment company under the Code for a taxable
year requires, among other things, that the Fund distribute to its Shareholders
an amount equal to at least the sum of 90% of its investment company taxable
income and 90% of its net exempt-interest income (if any) for such year. In
general, the Fund's investment company taxable income will be its taxable
income, including dividends, interest and short-term capital gains (the excess
of net short-term capital gain over net long-term capital loss), subject to
certain adjustments and excluding the excess of any net long-term capital gain
for the taxable year over the net short-term capital loss, if any, for such
year. The policy of the Fund is to distribute as dividends substantially all of
its investment company taxable income and any net tax-exempt interest income
each taxable year. Such dividends will be taxable as ordinary income to the
Fund's Shareholders who are not currently exempt from federal income taxes,
whether such income is received in cash or reinvested in additional Shares.
(Federal income taxes for distributions to a Retirement Plan or IRA are deferred
under the Code.) The dividends received deduction for corporations will apply to
such distributions to the extent of the total qualifying dividends received by
the Fund from domestic corporations for the taxable year.

Substantially all of the Fund's net realized long-term capital gains, if
any, will be distributed at least annually to its Shareholders. The Fund will
generally have no tax liability with respect to such gains, and the
distributions will be taxable to the Shareholders who are not currently exempt
from federal income taxes as long-term capital gains, regardless of how long the
Shareholders have held the Shares and whether such gains are received in cash or
reinvested in additional Shares.

19
<PAGE>
Dividends declared in October, November, or December of any year payable to
Shareholders of record on a specified date in such months will be deemed to have
been received by Shareholders and paid by the Fund on December 31 of such year
in the event such dividends are actually paid during January of the following
year.

Prior to purchasing Shares, the impact of dividends or capital gains
distributions which are expected to be declared or have been declared, but have
not been paid, should be carefully considered. Any such dividends or
distributions declared shortly after a purchase of Shares prior to the record
date will have the effect of reducing the per share net asset value of the
Shares by the per share amount of the dividends or distributions. All or a
portion of such dividends or distributions, although in effect a return of
capital, may be subject to tax.

A taxable gain or loss may be realized by a Shareholder upon his redemption,
transfer, or exchange of Fund Shares depending upon the tax basis of such Shares
and their price at the time of redemption, transfer, or exchange. Generally, a
Shareholder may include sales charges incurred upon the purchase of Fund Shares
in his tax basis for such Shares for the purpose of determining gain or loss on
a redemption, transfer or exchange of such Shares. However, if the Shareholder
effects an exchange of such Shares for Shares of another Fund within 90 days of
the purchase and is able to reduce the sales charges applicable to the new
Shares (by virtue of MarketWatch's exchange privilege), the amount equal to such
reduction may not be included in the tax basis of the Shareholder's exchanged
Shares but may be included (subject to the limitation) in the tax basis of the
new Shares.

MANAGEMENT OF MARKETWATCH

TRUSTEES AND OFFICERS OF MARKETWATCH

The trustees and officers of MarketWatch, their addresses and principal
occupations during the past five years are as follows:

20
<PAGE>

J. David Huber* Chairman and Trustee Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Walter B. Grimm* President and Trustee Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Stephen G. Mintos Vice President and Employee, BISYS Fund Services,
3435 Stelzer Road Treasurer Inc.
Columbus, Ohio 43219

William J. Tomko Vice President Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Sean M. Kelly Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Nancy E. Converse Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Alaina V. Metz Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc. June 1995 to Present and
Columbus, Ohio 43219 Alliance Capital Management
1989 to May 1995.

Christina T. Simmons Assistant Secretary Counsel/Attorney 1985 to
Drinker Biddle & Reath Present.
1345 Chestnut Street
Philadelphia, Pennsylvania 19107

Anne Gregory Rhodes Trustee Delegate, General Assembly of
P.O. Box 14569 Virginia, January, 1992 to
Richmond, Virginia 23221 Present.

Alvin J. Schexnider Trustee Chancellor, Winston-Salem State
Winston-Salem State University University, 1996 to Present,
601 Martin Luther King, Jr. Vice Provost for Undergraduate
Drive Winston-Salem, NC 27110 Students, 1991 to 1995, and
Associate Vice President for
Academic Affairs 1987 to 1991,
Virginia Commonwealth
University.

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

* The Chairman and President are considered by MarketWatch to be "interested
persons" of MarketWatch as defined in the 1940 Act.

21
<PAGE>

The trustees of MarketWatch receive fees and are reimbursed for their
expenses in connection with each meeting of the Board of Trustees they attend.
However, no officer or employee of BISYS or BISYS OHIO receives any compensation
from MarketWatch for acting as a trustee or officer of MarketWatch . Additional
information on the compensation paid by MarketWatch to its trustees and officers
is included in the Statement of Additional Information. BISYS receives fees from
MarketWatch for acting as administrator. BISYS OHIO also receives fees from the
Fund for acting as transfer agent and for providing certain fund accounting
services.

INVESTMENT ADVISER

Paul P. Baran, CFA has managed the Fund since its inception. Mr. Baran has
approximately 20 years of investment experience. He joined CFNB in 1987 as the
chief investment officer of the investment management department. Prior to that
time, he was with BancOklahoma and National Bank of Detroit. Mr. Baran is a
chartered financial analyst and has an MBA in finance.

For the services provided and expenses assumed pursuant to its Investment
Advisory Agreement with MarketWatch, CFNB is entitled to receive a fee from the
Fund, computed daily and paid monthly, at the annual rate of one percent (1.00%)
of the Fund's average daily net assets. The advisory fee is higher than those
payable by many other investment companies. However, the Fund believes that such
fee is within the range of fees payable by investment portfolios with comparable
investment objectives and policies. CFNB may periodically waive all or a portion
of its advisory fee and may reimburse the Fund for certain expenses to increase
the net income of the Fund available for distribution as dividends. CFNB may not
seek recovery of such waived fees or reimbursed expenses at a later date. Such
waivers and reimbursements would cause the yield of the Fund to be higher than
it would otherwise be in their absence.

22
<PAGE>
ADMINISTRATOR AND DISTRIBUTOR

BISYS is the administrator for the Fund and also acts as the Fund's
principal underwriter and distributor ( "BISYS, as Administrator" or "BISYS, as
Distributor," as the context indicates).

EXPENSES

DISTRIBUTION PLAN

MarketWatch has adopted a Distribution and Services Plan (the "Plan")
pursuant to Rule 12b-l of the 1940 Act, under which the Fund is authorized to
pay BISYS, as Distributor, a periodic amount calculated at an annual rate not to
exceed .25% of the average daily net assets of the Fund, in compensation for
distribution assistance and administrative support services provided to
Shareholders and expenses assumed in connection with Shares of the Fund
(collectively referred to as, the "Fee"). The Fee may be used to compensate
banks for administrative support services and to pay broker-dealers and other
institutions (each such bank, broker-dealer and other institution is hereafter
referred to as a "Participating Organization") for similar services, including
distribution services, pursuant to an agreement between BISYS and the
Participating Organization. Under the Plan, a Participating Organization may
include CFNB, BISYS, and their subsidiaries and affiliates.

BISYS, as Distributor, may use the Fees applicable to the Fund's Shares to
compensate for payments or expenses incurred in connection with (l) distribution
assistance with respect to the sale of Shares, (2) administrative support
services provided to the holders of Shares and (3) Participating Organizations'
provision of services to customers that own Shares. (For more information
concerning the nature of the Fund's Shares, see "GENERAL INFORMATION--
Description of MarketWatch

23
<PAGE>

and Its Shares.") The Fee may be more or less than the actual direct or indirect
expenses incurred in a particular year, thereby giving rise to a profit or a
loss, in connection with distribution and/or shareholder administrative support
services provided under the Plan.

Pursuant to the Plan, BISYS, as Distributor, has entered into a servicing
agreement with CFNB pursuant to which CFNB has agreed to provide certain
administrative support services in connection with Shares of the Fund purchased
and held by CFNB for the accounts of its Customers and Shares of the Fund
purchased and held by Customers of CFNB directly, including, but not limited to,
establishing and maintaining Customer accounts and records, aggregating and
processing purchase, exchange and redemption transactions for Customers,
answering routine Customer questions concerning the Fund and providing such
office space, equipment, telephone facilities and personnel as is necessary and
appropriate to accomplish such matters. In consideration of such services, CFNB
receives a monthly fee from BISYS computed at the annual rate of up to .25% of
the average aggregate net assets of Shares of the Fund held during the period
for which CFNB had provided services under this Agreement.

BANKING LAWS

CFNB believes that it possesses the legal authority to perform the services
for the Fund contemplated by its investment advisory agreement and its custodian
agreement with MarketWatch as described in this Prospectus, without violation of
applicable banking laws and regulations, and has so represented in its
agreements with MarketWatch. Future changes in federal or state statutes and
regulations relating to permissible activities of banks or bank holding
companies and their subsidiaries and affiliates as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could change the manner in which CFNB could continue to perform such
services for the Fund. (See "MANAGEMENT OF MARKETWATCH--Banking Laws" in the
Statement of Additional Information for further discussion of applicable law and
regulations.)

GENERAL INFORMATION

DESCRIPTION OF MARKETWATCH AND ITS SHARES

MarketWatch was organized as a Massachusetts business trust on June 4, 1992.
MarketWatch consists of five funds. The four other funds of MarketWatch, not
discussed in this Prospectus, are the MarketWatch Flexible Income , MarketWatch
Intermediate Fixed Income , MarketWatch Virginia Municipal Bond and MarketWatch
Money Market Funds. Each share represents an equal proportionate interest in a
fund with other shares of the same fund, and is entitled to such dividends and
distributions out of the income earned on the assets belonging to that fund as
are declared at the discretion of the trustees (see "Miscellaneous" below).
Shares have a par value of $.001 per share, and do not have preemptive or
conversion rights.

24
<PAGE>
advisory agreement, on matters submitted to a fund's shareholders pertaining to
such fund's arrangements with Participating Organizations pursuant to the Plan
adopted for such shares, and any changes in its fundamental investment
limitations.

As of February 29, 1996, CFNB held of record approximately 80.4% of the
outstanding Shares of the Fund. Beneficial ownership of the Shares is disclaimed
by CFNB.

CUSTODIAN

Central Fidelity National Bank ("CFNB, as Custodian") serves as custodian
for the Fund. Pursuant to the Custodian Agreement with MarketWatch, CFNB, as
Custodian, receives compensation from the Fund for such services and
out-of-pocket expenses.

TRANSFER AGENCY AND FUND ACCOUNTING SERVICES

25
<PAGE>
PERFORMANCE INFORMATION

From time to time performance information for the Fund showing its average
annual total return, aggregate total return and/or yield may be presented in
advertisements, sales literature and shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. Average annual total return will be calculated for the period since
the establishment of the Fund and will reflect the imposition of the maximum
sales charge. Average annual total return is measured by comparing the value of
an investment in the Fund at the beginning of the relevant period to the
redemption value of the investment at the end of the period (assuming immediate
reinvestment of any dividends or capital gains distributions). Aggregate total
return is calculated similarly to average annual total return except that the
return figure is aggregated over the relevant period instead of annualized.
Yield will be computed by dividing the Fund's net investment income per share
earned during a recent one-month period by the Fund's per share maximum offering
price (reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last day of the period and annualizing the result.

In addition, from time to time, the Fund may present its distribution rates
in supplemental sales literature that is accompanied or preceded by a prospectus
and in Shareholder reports. Distribution rates will be computed by dividing the
distribution per share made by the Fund over a twelve-month period by the
maximum offering price per share. The distribution rate includes both income and
capital gain dividends and does not reflect unrealized gains or losses. The
distribution rate differs from the yield, because it includes capital items
which are often non-recurring in nature, whereas yield does not include such
items.

Investors may also judge the performance of the Fund by comparing its
performance to the performance of other mutual funds with similar investment
objectives and relevant indices such as those prepared by Dow Jones & Co., Inc.,
Standard & Poor's Corporation, The Russell 2000 Index, and Morningstar, Inc. and
to data prepared by Lipper Analytical Services, Inc. Comparisons may also be
made to indices or data published in Money Magazine, Forbes, Barron's The Wall
Street Journal, The New York Times, Business Week, Pensions and Investments,
Fortune, Ibbotson Associates, Inc., U.S.A. Today, CDA/Wiesenberger, American
Banker, Institutional Investor and local newspapers. In addition to yield
information, general information about the Fund that appears in a publication
such as those mentioned above may also be quoted or reproduced in advertisements
or in reports to Shareholders. Additional performance information is contained
in the Fund's Annual Report, which is available free of charge by calling the
telephone number on the front page of the prospectus.

26
<PAGE>
MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and annual financial
statements audited by independent public accountants.

Inquiries regarding the Fund may be directed in writing to MarketWatch at
3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free (800) 232-9091.

27
<PAGE>
[MARKETWATCH FUNDS LOGO]
INVESTMENT ADVISER AND CUSTODIAN
Central Fidelity National Bank
1021 East Cary Street
Richmond, Virginia 23219

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL
Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, Pennsylvania 19107

AUDITORS EQUITY FUND
KPMG Peat Marwick LLP
Two Nationwide Plaza
Suite 1600
Columbus, Ohio 43215

TABLE OF CONTENTS

PAGE
----
PROSPECTUS SUMMARY.................... 2
FEE TABLE............................. 3
FINANCIAL HIGHLIGHTS.................. 4
INVESTMENT OBJECTIVE, POLICIES, AND
RISK CONSIDERATIONS................... 5
INVESTMENT RESTRICTIONS............... 8
VALUATION OF SHARES................... 9
HOW TO PURCHASE AND REDEEM SHARES..... 10
DIVIDENDS AND TAXES................... 19
MANAGEMENT OF MARKETWATCH............. 21 CENTRAL FIDELITY NATIONAL BANK
GENERAL INFORMATION................... 24 RICHMOND, VIRGINIA
INVESTMENT ADVISER

NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS IN BISYS FUND SERVICES, INC.
CONNECTION WITH THE OFFERING MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN Prospectus dated March 29, 1996
OFFERING BY THE FUND OR BY THE DISTRIBUTOR
IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.

<PAGE>
MARKETWATCH INTERMEDIATE FIXED INCOME FUND
MARKETWATCH FLEXIBLE INCOME FUND
MARKETWATCH VIRGINIA MUNICIPAL BOND FUND

3435 Stelzer Road For current yield, purchase,
Columbus, Ohio 43219 and repurchase information,
call (800) 232-9091.

The MarketWatch Funds ("MarketWatch") is an open-end management investment
company that currently consists of five separate investment portfolios. This
Prospectus relates only to the MarketWatch Intermediate Fixed Income Fund (the
"Intermediate Fixed Income Fund"), the MarketWatch Flexible Income Fund (the
"Flexible Income Fund"), and the MarketWatch Virginia Municipal Bond Fund (the
"Virginia Municipal Bond Fund"), (collectively, the "Funds"). The Virginia
Municipal Bond Fund is a non-diversified investment portfolio of MarketWatch.
Each of the other Funds is a diversified investment portfolio of MarketWatch.

The Intermediate Fixed Income and Flexible Income Funds' investment
objective is to seek current income consistent with preservation of capital. The
Intermediate Fixed Income Fund invests primarily in debt securities and expects
to maintain a dollar-weighted average portfolio maturity of 3 to 10 years. The
Flexible Income Fund invests primarily in debt securities and expects to
maintain a dollar-weighted average portfolio maturity of 1 to 5 years.

The Virginia Municipal Bond Fund's investment objective is to seek as high a
level of current income that is exempt from federal income tax and Virginia
income tax as is consistent with the preservation of capital. The Virginia
Municipal Bond Fund invests primarily in high-grade debt obligations issued by
or on behalf of the Commonwealth of Virginia, its political subdivisions,
municipalities, and public authorities, the interest on which is, in the opinion
of bond counsel to the issuer, exempt from federal income tax and Virginia
income tax.

Central Fidelity National Bank ("CFNB"), Richmond, Virginia, acts as the
investment adviser to each of the Funds.

SHARES OF THE FUNDS:

. ARE NOT FDIC INSURED;

. ARE NOT DEPOSITS, OTHER OBLIGATIONS OF, OR GUARANTEED BY CFNB; AND

. ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.

BISYS Fund Services, Inc. ("BISYS") acts as the Funds' administrator and
distributor. BISYS is a subsidiary of The BISYS Group, Inc., 150 Clove Road,
Little Falls, New Jersey 07424, a publicly owned company engaged in information
processing, loan servicing and 401(k) administration, and recordkeeping services
to and through banking and other financial organizations. BISYS Fund Services,
Ohio, Inc. ("BISYS OHIO"), an affiliate of BISYS, acts as the Funds' transfer
agent and performs certain accounting services for the Funds.

Interested persons who wish to obtain copies of the prospectuses of the
MarketWatch Money Market or MarketWatch Equity Funds, the other funds of
MarketWatch, may contact MarketWatch at the telephone number shown above.
Additional information about the Funds, contained in a Statement of Additional
Information, has been filed with the Securities and Exchange Commission (the
"Commission") and is available upon request without charge by writing to the
Funds at their address or by calling the Funds at the telephone number shown
above. The Statement of Additional Information bears the same date as this
Prospectus and is incorporated by reference in its entirety into this
Prospectus.

This Prospectus sets forth concisely the information about the MarketWatch
Intermediate Fixed Income, MarketWatch Flexible Income, and MarketWatch Virginia
Municipal Bond Funds that a prospective investor ought to know before investing.
Investors should read this Prospectus and retain it for future reference.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------

The date of this Prospectus is March 29, 1996.

<PAGE>
PROSPECTUS SUMMARY

<TABLE>
<S> <C>
SHARES OFFERED............... The Intermediate Fixed Income, Flexible Income, and Virginia
Municipal Bond Funds are three investment portfolios of
MarketWatch (a Massachusetts business trust), which issues
shares of beneficial interest ("Shares") representing
interests in these investment portfolios.

OFFERING PRICE............... The public offering price for Shares of each Fund is equal
to the net asset value per share plus a sales charge equal
to 4.50% of the public offering price (4.71% of the net
amount invested), reduced on investments of $100,000 or
more (see "SALES CHARGES"); provided, however that under
certain circumstances, the sales charge may be reduced or
eliminated (see "REDUCED SALES CHARGES" and "SALES CHARGE
WAIVERS").

MINIMUM PURCHASE............. The minimum initial investment is generally $1,000. The
minimum amount for subsequent investments is generally $100.

TYPE OF COMPANY.............. The Virginia Municipal Bond Fund is a non-diversified series
of MarketWatch. Each of the other Funds is a diversified
series of MarketWatch. MarketWatch is an open-end,
management investment company.

INVESTMENT OBJECTIVES........ The Intermediate Fixed Income and Flexible Income Funds each
seek current income consistent with preservation of
capital. The Virginia Municipal Bond Fund seeks current
income that is exempt from federal income tax and Virginia
income tax.

INVESTMENT POLICIES.......... Under normal market conditions, the Intermediate Fixed
Income Fund invests primarily in debt securities that
generally have a stated maturity or estimated average life
of 10 years or less and expects to maintain a
dollar-weighted average portfolio maturity of 3 to 10
years. Under normal market conditions, the Flexible Income
Fund invests primarily in debt securities and expects to
maintain a dollar-weighted average portfolio maturity of 1
to 5 years. Under normal market conditions, the Virginia
Municipal Bond Fund invests primarily in debt obligations
issued by the Commonwealth of Virginia, its political
subdivisions, municipalities and public authorities.

INVESTMENT ADVISER........... Central Fidelity National Bank.

DIVIDENDS AND CAPITAL
GAINS...................... Dividends from net income are declared and paid monthly. Net
realized capital gains if any, are distributed at least
annually.

DISTRIBUTOR.................. BISYS Fund Services, Inc.
</TABLE>

2
<PAGE>
FEE TABLE

<TABLE>
<CAPTION>
INTERMEDIATE FLEXIBLE VIRGINIA
FIXED INCOME INCOME MUNICIPAL
FUND FUND BOND FUND
------------ -------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage
of offering price)...................................... 4.50% 4.50% 4.50%
ANNUAL FUND OPERATING EXPENSES (as a percentage of offering
price)
Advisory Fees After Fee Waivers(1)........................ .49% .44% .39%
12b-1 Fees................................................ .25% .25% .25%
Other Expenses After Fee Waivers and Expense
Reimbursements(1)....................................... .36% .46% .41%
--- --- ---
Total Fund Operating Expenses After Fee Waivers and
Expense Reimbursements(1)............................... 1.10% 1.15% 1.05%
--- --- ---
--- --- ---
</TABLE>

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

(1) "Other Expenses After Fee Waivers and Expense Reimbursements" include
administration fees. The management and administration agreement provides
that administration fees will not exceed .20% of each Fund's average net
assets (See "MANAGEMENT OF MARKETWATCH-- Administrator and Distributor").

As a result of the payment of Sales Loads and 12b-1 Fees, long-term
Shareholders may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc. (the "NASD"). The NASD has adopted rules which generally
limit the aggregate sales charges and payments under MarketWatch's
Distribution and Services Plan to a certain percent of total new gross
share sales, plus interest. The Funds would stop accruing 12b-l Fees if,
to the extent, and for as long as, such limit would otherwise be exceeded.

EXAMPLE

<TABLE>
<CAPTION>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Intermediate Income Fund........................................ $ 56 $78 $ 103 $173
Flexible Income Fund............................................ $ 56 $80 $ 105 $178
Virginia Municipal Bond Fund.................................... $ 55 $77 $ 100 $167
</TABLE>

The purpose of the above table is to assist a potential purchaser of a
Fund's Shares in understanding the various costs and expenses that an investor
in such Fund will bear directly or indirectly. Such expenses do not include a
fee of $12.00, charged by CFNB, as Custodian, for each redemption paid by
electronic transfer or any fees charged by CFNB or any of its affiliates to its
customer accounts which may have invested in Shares of the Funds. The
information set forth in the Fee Table above for each Fund is based on the
advisory fees, administration fees, 12b-1 fees, and other expenses payable by
each Fund after fee waivers and expense reimbursements for the fiscal year ended
November 30, 1995. Absent fee waivers and expense reimbursements, for the
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds,
Advisory Fees would have been .74%, .74%, and .74%, respectively, Other Expenses
would have been .52%, .57%, and .52%, respectively, and Total Fund Operating
Expenses would have been 1.51%, 1.56%, and 1.51%, respectively, of the Funds'
average net assets. During the current fiscal year, CFNB and/or BISYS anticipate
voluntarily waiving a portion of the fees payable to them and reimbursing the
Funds for certain expenses. They have the right to discontinue such waivers and
reimbursements at any time without MarketWatch's consent. (See "MANAGEMENT OF
MARKETWATCH" and "GENERAL INFORMATION" for a more complete discussion of the
transaction expenses and annual operating expenses for shareholders in each of
the Funds (the "Shareholders").)

THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL INVESTMENT RETURN AND OPERATING EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN.

3
<PAGE>
FINANCIAL HIGHLIGHTS

The financial information included in the table below has been derived from
the financial statements included in the Statement of Additional Information and
has been audited by KPMG Peat Marwick LLP, MarketWatch's independent auditors.
This financial information should be read in conjunction with such financial
statements. Further information about the performance of the Funds is available
in the annual report to shareholders. Both the Statement of Additional
Information and the annual report to shareholders may be obtained from
MarketWatch free of charge by calling the number on the front cover of this
Prospectus.

The table below sets forth selected financial data for a Fund Share
outstanding throughout each period presented.

<TABLE>
<CAPTION>
YEAR OR PERIOD ENDED NOVEMBER 30
-------------------------------------------------------------------------------------
INTERMEDIATE INTERMEDIATE INTERMEDIATE VIRGINIA
FIXED INCOME FIXED INCOME FIXED INCOME FLEXIBLE FLEXIBLE FLEXIBLE MUNICIPAL
FUND FUND FUND INCOME FUND INCOME FUND INCOME FUND BOND FUND
1995 1994 1993(A) 1995 1994 1993(A) 1995
------------ ------------ ------------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................ $ 9.31 $ 10.20 $ 10.00 $ 9.66 $ 10.03 $ 10.00 $ 9.40
------ ------ ------ ----------- ----------- ----------- ---------
INVESTMENT ACTIVITIES:
Net investment
income............... 0.55 0.44 0.33 0.45 0.34 0.26 0.42
Net realized and
unrealized gains
(losses) from
investments......... 0.76 (0.79) 0.19 0.37 (0.36) 0.02 0.85
------ ------ ------ ----------- ----------- ----------- ---------
Total from Investment
Activities........... 1.31 (0.35) 0.52 0.82 (0.02) 0.28 1.27
------ ------ ------ ----------- ----------- ----------- ---------
DISTRIBUTIONS:
From net investment
income............... (0.54) (0.43) (0.32) (0.45) (0.34) (0.25) (0.42)
In excess of net
Investment Income..... (0.01) (0.01)
In excess of net
realized gains....... (0.10) (0.01)
------ ------ ------ ----------- ----------- ----------- ---------
Total Distributions.... (0.55) (0.54) (0.32) (0.45) (0.35) (0.25) (0.42)
------ ------ ------ ----------- ----------- ----------- ---------
NET ASSET VALUE, END OF
PERIOD.................. $ 10.07 $ 9.31 $ 10.20 $ 10.03 $ 9.66 $ 10.03 $ 10.25
------ ------ ------ ----------- ----------- ----------- ---------
------ ------ ------ ----------- ----------- ----------- ---------
Total Return(c)........... 14.44% (3.51)% 5.19%(d) 8.68% (0.12)% 2.77%(d) 13.79%
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of
period (000).......... $ 35,796 $ 48,730 $ 64,674 $20,864 $23,322 $29,132 $54,041
Ratio of expenses to
average net assets.... 1.10% 1.09% 1.08%(e) 1.15% 1.13% 1.12%(e) 1.05%
Ratio of net investment
income to average net
assets................ 5.60% 4.46% 3.92%(e) 4.57% 3.47% 3.16%(e) 4.33%
Ratio of expenses to
average net assets*... 1.51% 1.49% 1.47%(e) 1.56% 1.58% 1.64%(e) 1.51%
Ratio of net investment
income to average net
assets*............... 5.19% 4.07% 3.53%(e) 4.16% 3.01% 2.64%(e) 3.87%
Portfolio Turnover........ 43.65% 55.36% 57.40% 64.14% 19.65% 64.40% 77.50%

VIRGINIA VIRGINIA
MUNICIPAL MUNICIPAL
BOND FUND BOND FUND
1994 1993(B)
--------- ---------
<S> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................ $ 10.31 $ 10.00
--------- ---------
INVESTMENT ACTIVITIES:
Net investment
income............... 0.38 0.28
Net realized and
unrealized gains
(losses) from
investments......... (0.90) 0.30
--------- ---------
Total from Investment
Activities........... (0.52) 0.58
--------- ---------

</TABLE>

<PAGE>

<TABLE><CAPTION>
<S> <C> <C>
DISTRIBUTIONS:
From net investment
income............... (0.38) (0.27)
In excess of net
Investment Income.....
In excess of net
realized gains....... (0.01)
--------- ---------
Total Distributions.... (0.39) (0.27)
--------- ---------
NET ASSET VALUE, END OF
PERIOD.................. $ 9.40 $ 10.31
--------- ---------
--------- ---------
Total Return(c)........... (5.17)% 5.84%(d)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of
period (000).......... $39,978 $33,652
Ratio of expenses to
average net assets.... 1.04% 1.02%(e)
Ratio of net investment
income to average net
assets.............. 3.90% 3.65%(e)
Ratio of expenses to
average net assets*... 1.56% 1.66%(e)
Ratio of net investment
income to average net
assets*............. 3.38% 3.01%(e)
Portfolio Turnover........ 87.36% 86.08%
</TABLE>

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

<TABLE>
<C> <S>
* During the period, certain fees were voluntarily reduced. In addition, certain fees were
voluntarily reimbursed. If such voluntary fee reductions and reimbursements had not occurred, the
ratios would have been as indicated.
(a) The Fund commenced operations on January 29, 1993.
(b) The Fund commenced operations on February 1, 1993.
(c) Excludes sales charge.
(d) Not Annualized.
(e) Annualized.
</TABLE>

4
<PAGE>
INVESTMENT OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS

IN GENERAL

The Intermediate Fixed Income and the Flexible Income Funds' investment
objective is to seek current income consistent with preservation of capital. The
Virginia Municipal Bond Fund's investment objective is to seek as high a level
of current income that is exempt from federal income tax and Virginia income tax
as is consistent with the preservation of capital. These investment objectives
are fundamental policies and, as such, may not be changed without an affirmative
vote of the holders of a majority of the outstanding Shares of each Fund (as
defined in the Statement of Additional Information). The other policies of the
Funds may be changed without a vote of the holders of a majority of Shares
unless (l) the policy is expressly deemed to be a fundamental policy of a Fund
or (2) the policy is expressly deemed to be changeable only by such majority
vote. There can be no assurance that the investment objective of a Fund will be
achieved. By focusing on a portfolio with a dollar-weighted average maturity of
1 to 5 years, the Flexible Income Fund may provide investors with less market
volatility than the Intermediate Fixed Income Fund. However, the Intermediate
Fixed Income Fund may provide investors with higher amounts of current income.
The Virginia Municipal Bond Fund may provide certain investors with a higher
amount of current income, on an after-tax basis, than the other Funds but may
experience a greater variation in Share price than such Funds.

THE INTERMEDIATE FIXED INCOME AND FLEXIBLE INCOME FUNDS

Under normal market conditions, (i) the Intermediate Fixed Income Fund
invests substantially all, but in no event less than 65%, of the value of its
total assets in fixed-income securities with stated maturities or estimated
average lives of 10 years or less, and (ii) the Flexible Income Fund invests
substantially all, but in no event less than 65%, of the value of its total
assets in fixed-income securities. Such securities may include but are not
limited to, corporate debt securities (including notes, bonds, and debentures),
mortgage-related and other asset-backed securities, and debt securities issued
or guaranteed by the U.S. Government, its agencies, or instrumentalities. Some
of the securities in which each Fund may invest may have warrants or options
attached. The corporate and government obligations will generally have a stated
or remaining maturity within the maximum maturity specified above for the
Intermediate Fixed Income Fund or may have an unconditional redemption feature
that would permit that Fund to require the issuer of the security to redeem the
security within the 10-year period from the date of purchase by the Fund. This
Fund may also acquire corporate and government obligations with a stated or
remaining maturity in excess of its maximum maturity if it also acquires an
unconditional put to sell the security within the 10-year period. The remainder
of each Fund's assets may be comprised of high quality money market instruments
(commercial paper, certificates of deposit, and bankers' acceptances), variable
amount master demand notes, variable and floating rate notes, and state,
municipal, or industrial revenue bonds. In addition, the Funds may engage in
certain option transactions, loans of portfolio securities, repurchase
agreements, and reverse repurchase agreements. To the extent permitted by the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Commission,
each Fund may also invest in other investment portfolios advised by CFNB. The
Intermediate Fixed Income Fund expects to maintain a dollar-weighted average
portfolio maturity of 3 to 10 years. The Flexible Income Fund expects to
maintain a dollar-weighted average portfolio maturity of 1 to 5 years.

The types of U.S. government securities in which the Funds invest include
obligations issued or guaranteed as to payment of principal and interest by the
full faith and credit of the U.S. Treasury, such

5
<PAGE>

as Treasury bills, notes, bonds, and certificates of indebtedness, and
obligations issued or guaranteed by the agencies or instrumentalities of the
U.S. Government, but not supported by such full faith and credit. Obligations of
certain agencies and instrumentalities of the U.S. Government, such as the
Government National Mortgage Association and the Export-Import Bank of the
United States, are supported by the full faith and credit of the U.S. Treasury;
others, such as those of the Federal National Mortgage Association, are
supported by the right of the issuer to borrow from the Treasury; others are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations: still others, such as those of the Federal Farm Credit
Banks or the Federal Home Loan Mortgage Corporation, are supported only by the
credit of the instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government sponsored agencies
or instrumentalities if it is not obligated to do so by law. Each Fund will
invest in the obligations of such agencies or instrumentalities only when CFNB
believes that the credit risk with respect thereto is minimal. The U.S.
Government does not guarantee the market value of any security. The market value
of the Fund's portfolio securities and of the Shares of the Fund can be expected
to fluctuate as interest rates change.

Each Fund expects to invest in bonds, notes, and debentures of a wide range
of U.S. corporate issuers. Such obligations, in the case of debentures,
represent unsecured promises to pay, in the case of notes and bonds, may be
secured by mortgages on real property or security interests in personal property
and in most cases differ in their interest rates, maturities, and times of
issuance. Each Fund invests in such corporate debt securities only if they carry
a rating at the time of purchase in one of the three highest rating categories
assigned by a nationally recognized statistical rating organization ("NRSRO")
or, if not rated, which CFNB deems to be of comparable quality. (See the
Appendix to the Statement of Additional Information for a complete description
of ratings of these and other debt securities.)

Each Fund may purchase mortgage-related securities with stated maturities in
excess of 10 years. Mortgage-related securities include collateralized mortgage
obligations and participation certificates in pools of mortgages. The average
life of mortgage-related securities varies with the maturities of the underlying
mortgage instruments, which have maximum maturities of 40 years. The average
life is likely to be substantially less than the original maturity of the
mortgage pools underlying the securities as the result of mortgage prepayments.
The rate of such prepayments, and hence the average life of the certificates,
will be a function of current market interest rates and current conditions in
the relevant housing markets. Estimated average life will be determined by CFNB,
and will be used in determining each Fund's dollar weighted average maturity.
Various independent mortgage-related securities dealers publish estimated
average life data using proprietary models and, in making such determinations,
CFNB will rely on such data except to the extent such data are deemed unreliable
by CFNB. CFNB might deem data unreliable which appeared to present a
significantly different estimated average life for a security than data relating
to the estimated average life of comparable securities as provided by other
independent mortgage-related securities dealers.

Mortgage-related securities may be issued by governmental and
non-governmental entities, and will be purchased only if they carry a rating at
the time of purchase in one of the three highest rating categories assigned by a
NRSRO or, if unrated, which CFNB deems to present attractive opportunities and
be of comparable quality.

Each Fund may also invest in other asset-backed securities, which are
interests in pools of receivables, such as motor vehicle installment purchase
obligations (known as Certificates of

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<PAGE>

Automobile Receivables or CARS) and credit card receivables (known as
Certificates of Amortizing Revolving Debts or CARDS). These securities are
generally issued as pass-through certificates, which represent undivided
fractional ownership interests in the underlying pools of assets. These
securities may also be collateralized debt obligations which are generally
issued as the debt of a special purpose entity organized solely for the purpose
of owning such assets and issuing such debt. These asset-backed securities are
not issued or guaranteed by the U.S. Government, its agencies, or
instrumentalities; however, the payment of principal and interest on such
obligations may be guaranteed up to certain amounts and for a certain time
period by a letter of credit issued by a financial institution (such as a bank
or insurance company) unaffiliated with the issuers of such securities. These
securities will be purchased by the Funds only when rated in one of the three
highest rating categories assigned by a NRSRO at the time of purchase or, if
unrated, when CFNB deems them to present attractive opportunities and be of
comparable quality. They may be purchased by the Intermediate Fixed Income Fund
if the estimated average life is determined not to exceed 10 years. CFNB will
limit purchases of asset-backed securities to securities that are readily
marketable at the time of purchase.

Each Fund may purchase commercial paper rated at the time of purchase in the
highest rating category assigned by a NRSRO or, if not rated, which CFNB deems
to be of comparable quality.

For temporary defensive purposes, a Fund may invest all or any portion of
its assets in the money market instruments and repurchase agreements described
above when, in the opinion of CFNB, it is in the best interests of the Fund to
do so.

At the time of purchase of a debt security, a Fund may acquire a put with
respect to such debt security. Under a put, the Fund would have the right to
sell the debt security within a specified period of time at a specified minimum
price. Each Fund will only acquire puts from banks and broker-dealers which CFNB
has determined are creditworthy. A put will be sold, transferred, or assigned by
the Fund only with the underlying debt security. Each Fund will acquire puts
solely to shorten the maturity of the underlying debt security. The aggregate
price of a security subject to a put may be higher than the price which
otherwise would be paid for the security without such an option, thereby
increasing the security's cost and reducing its yield.

THE VIRGINIA MUNICIPAL BOND FUND

The investment objective of the Virginia Municipal Bond Fund is to seek as
high a level of current income that is exempt from federal income tax and from
Virginia income tax as is consistent with the preservation of capital. To
achieve this objective, the Fund invests primarily in Municipal Securities (as
defined below). Under normal market conditions, the Fund invests at least 80% of
its net assets in high-grade debt obligations issued by or on behalf of the
Commonwealth of Virginia and territories and possessions of the United States
and their respective authorities, agencies, instrumentalities, and political
subdivisions ("Municipal Securities"), the interest on which, in the opinion of
bond counsel to the issuer, is exempt from federal income tax and Virginia
income tax. The Fund expects that at least 65% of the Fund's total assets will
be invested in Municipal Securities issued by or on behalf of the Commonwealth
of Virginia and its political subdivisions, municipalities, and public
authorities. Since the Fund's purchases are limited to investments in high-grade
obligations, it will not acquire lower-grade obligations which may carry higher
yields and also greater risk. There are no maturity limits with respect to
securities that the Fund may purchase, but generally securities will have a
remaining maturity of 30 years or less. A portion of the interest from certain
Municipal Securities may be treated as a preference item for purposes of the
federal alternative minimum tax. Thus, depending upon their

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<PAGE>
tax status, certain Shareholders may be subject to the alternative minimum tax
on that part of the Fund's distributions that are derived from such securities.

The Virginia Municipal Bond Fund will invest only in Municipal Securities
that at the time of purchase are (1) rated in one of the three highest rating
categories assigned by a NRSRO, in the case of bonds; (2) rated in one of the
two highest rating categories assigned by a NRSRO, in the case of notes and
variable rate demand notes; (3) rated in the highest rating category assigned by
a NRSRO, in the case of tax-exempt commercial paper; or (4) unrated obligations
if, in the opinion of CFNB, they are of comparable quality to rated obligations
that are eligible for purchase by the Fund. For a complete description of the
ratings assigned to municipal securities see the Appendix to the Statement of
Additional Information.

While, under normal market conditions, at least 80% of the net assets of the
Virginia Municipal Bond Fund will be invested in Municipal Securities, up to 20%
of its net assets may be invested in taxable obligations. For temporary
defensive purposes or if suitable tax-exempt obligations are unavailable, the
Fund may invest all or any portion of its assets in taxable obligations when, in
the opinion of CFNB, it is in the best interests of the Fund to do so. Such
taxable obligations will consist of obligations issued or guaranteed by the U.S.
Government, its agencies, or instrumentalities, certificates of deposit, time
deposits and bankers' acceptances of selected banks, and commercial paper
meeting the Fund's quality standards (as described above) for tax-exempt
commercial paper. In addition, such taxable obligations may be subject to
repurchase agreements which are described below. These taxable obligations are
described further in the Statement of Additional Information.

The Virginia Municipal Bond Fund may acquire puts with respect to Municipal
Securities held in its portfolio. Under a put, the Fund would have the right to
sell a specified security within a specified period of time at a specified price
to a third party. A put would be sold, transferred, or assigned only with the
underlying security. The Virginia Municipal Bond Fund will acquire puts solely
to facilitate portfolio liquidity, shorten the maturity of the underlying
securities, or permit the investment of the Fund's assets at a more favorable
rate of return. The aggregate price of a security subject to a put may be higher
than the price which otherwise would be paid for the security without such an
option, thereby increasing the security's cost and reducing its yield.

Municipal Securities. The two principal classifications of Municipal
Securities in which the Fund may invest are general obligation and revenue
bonds. General obligation bonds are secured by the issuer's pledge of its full
faith, credit, and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other tax, but not from general tax revenues.

The Fund may also purchase moral obligation bonds, which are normally issued
by special purpose public authorities. If the issuer of moral obligation bonds
is unable to meet its debt service obligations from current revenues, it may
draw on a reserve fund, the restoration of which is a moral commitment but not a
legal obligation of the state or municipality which created the issuer.

The Fund may invest in private activity bonds (e.g., bonds issued by
industrial development authorities) that are issued by or on behalf of public
authorities to finance various privately-operated facilities. Private activity
bonds held by the Fund are, in most cases, revenue securities and are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

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<PAGE>
SPECIAL CONSIDERATIONS AND RISK FACTORS

The value of the Funds' portfolio securities and the Shares of each Fund
will generally vary inversely with changes in prevailing interest rates. Because
each of the Funds invests in fixed-income securities, the Funds are subject to
interest-rate risks to the extent that market interest rates increase.

Special Considerations and Risk Factors Regarding Mortgage-Related
Securities. Like other debt securities, mortgage-related securities are subject
to declines in market value during periods of rising interest rates. However,
due to the possibility of prepayment of the underlying mortgages,
mortgage-related securities have less potential for capital appreciation than
other debt securities of comparable maturities during periods of declining
interest rates. As a result, mortgage-related securities may be less effective
than other fixed income securities as a means of locking in attractive interest
rates for the long term. Mortgage-related obligations purchased at a premium to
par may subject the Funds to losses equal to any unamortized premium if such
obligations are repaid prior to their scheduled maturities. In addition, regular
payments received with respect to mortgage-related securities include both
interest and principal. No assurance can be given as to the return the Funds
will receive when these amounts are reinvested.

Special Considerations and Risk Factors Regarding Municipal Securities. The
classification of the Virginia Municipal Bond Fund under the 1940 Act as a
"non-diversified" investment company allows it to invest more than 5% of its
assets in the securities of any issuer, subject to satisfaction of certain tax
requirements. However, the Fund intends to diversify its holdings by complying
with Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of
1986, as amended. In effect, Subchapter M requires that at the close of each
quarter of the taxable year (i) the Fund's holdings of individual issuers
(excluding U.S. Government securities, securities of other regulated investment
companies and certain cash items as defined therein), which represent more than
5% of the Fund's total assets, must not, in aggregate, exceed 50% of the Fund's
total assets, and (ii) the holdings of any individual issuer (excluding U.S.
Government securities) must not exceed 25% of the Fund's total assets. To the
extent that the Fund's holdings in Municipal Securities are concentrated in a
limited number of issuers, the Fund could be exposed to a greater credit risk
than an investment company classified as "diversified" under the 1940 Act. In
addition, because the Virginia Municipal Bond Fund invests primarily in
securities issued by the Commonwealth of Virginia and its political
subdivisions, municipalities and public authorities, the Fund's performance is
closely tied to the general economic conditions within the Commonwealth as a
whole and to the economic conditions within particular industries and geographic
areas represented or located within the Commonwealth.

The rate of economic growth in the Commonwealth of Virginia slowed in the
1990's compared to the late 1980's. From 1985 to 1994, the Commonwealth's 5.3%
rate of growth in per capita personal income was approximately equal to the
national rate of growth. In 1994, Virginia's growth rate was 4.4% compared to
4.8% for the nation. Per capita income in Virginia has been consistently above
national levels over the past decade and, in 1994, was $22,594 compared with the
national average of $21,809.

The services sector in Virginia generates the largest number of jobs,
followed by wholesale and retail trade, government employment, and
manufacturing. Employment in the services sector increased by 13.2% from 1990 to
1994, making it the fastest growing sector in the Commonwealth. Because of
Virginia's proximity to Washington, D.C. and the concentration of military
installations in the Hampton Roads area of the Commonwealth (the largest such
concentration in the United States), the

9
<PAGE>
federal government has a greater economic impact on Virginia relative to its
size than on any of the other states except Alaska and Hawaii.

According to statistics published by the U.S. Department of Labor, the
Commonwealth typically has one of the lowest unemployment rates in the nation.
This is generally attributed to the balance among the various sectors
represented in the economy. During 1994, an average of 4.9% of Virginians were
unemployed as compared with the national average of 6.1%. The population of the
state has continued to grow over the last decade at a rate that is substantially
higher than the national average. The rate of increase in such population growth
has declined since reaching a high of 2.1% annually in 1987 and, in 1994, was
approximately 0.9%.

Virginia is one of twenty states with a right-to-work law and is generally
regarded as having a favorable business climate marked by few strikes or work
stoppages. Virginia is also one of the least unionized among the industrialized
states. The percentage of nonagricultural employees who belong to unions in the
Commonwealth has been approximately half the national average.

Currently, NRSROs assign their highest rating to general obligation bonds
issued by the Commonwealth of Virginia, reflecting in part, its sound fiscal
management, diversified economic base and low debt ratios. There can be no
assurance that the economic conditions on which these ratings are based will
continue or that particular bond issues may not be adversely affected by changes
in economic or political conditions. Furthermore, the Virginia Municipal Bond
Fund also invests in securities issued by the political subdivisions,
municipalities and public authorities of the Commonwealth of Virginia, all of
which are separately rated (if rated at all) by NRSROs. More detailed
information about matters relating to the Virginia Municipal Bond Fund is
contained in the Statement of Additional Information.

Although the Virginia Municipal Bond Fund does not presently intend to do so
on a regular basis, it may invest more than 25% of its total assets in Municipal
Securities, the interest on which is paid solely from revenues of similar
projects if such investment is deemed necessary or appropriate by CFNB. To the
extent that more than 25% of the Fund's total assets are invested in Municipal
Securities that are payable from the revenues of similar projects, the Fund will
be subject to the peculiar risks presented by such projects to a greater extent
than it would be if its assets were not so concentrated.

REPURCHASE AGREEMENTS

Securities held by each of the Funds may be subject to repurchase
agreements. Under the terms of a repurchase agreement, a Fund would acquire
securities from member banks of the Federal Deposit Insurance Corporation and
from registered broker-dealers which CFNB deems creditworthy under guidelines
approved by MarketWatch's Board of Trustees. The seller agrees to repurchase
such securities at a mutually agreed upon date and price. The repurchase price
generally equals the price paid by a Fund plus interest negotiated on the basis
of current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. Securities subject to repurchase agreements
must be of the same type and quality as those in which such Fund may invest
directly. Such securities will be held in a segregated account. The seller under
a repurchase agreement will be required to maintain at all times the value of
collateral held pursuant to the agreement at an amount at least equal to the
repurchase price (including accrued interest). This requirement will be
continually monitored by CFNB. If the seller were to default on its repurchase
obligation or become insolvent, that Fund would suffer a loss if the proceeds
from a sale of the underlying portfolio securities were less than the repurchase
price under the agreement or the disposition of such securities by such Fund
were delayed

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<PAGE>
pending court action. Repurchase agreements are considered to be loans by an
investment company under the 1940 Act. For further information about repurchase
agreements, see "INVESTMENT OBJECTIVES, POLICIES AND RISK
CONSIDERATIONS--Additional Information on Portfolio Instruments--Repurchase
Agreements" in the Statement of Additional Information.

REVERSE REPURCHASE AGREEMENTS

Each of the Funds may borrow funds for temporary purposes by entering into
reverse repurchase agreements in accordance with the investment restrictions
described below. Pursuant to such agreements, a Fund would sell certain of its
securities to financial institutions such as banks and broker-dealers, and agree
to repurchase them at a mutually agreed upon date and price. At the time a Fund
enters into a reverse repurchase agreement, it will place in a segregated
custodial account assets such as U.S. government securities or other liquid high
grade debt securities consistent with its investment restrictions having a value
equal to the repurchase price (including accrued interest), and will
subsequently continually monitor the account to ensure that such equivalent
value is maintained at all times. Reverse repurchase agreements involve the risk
that the market value of securities sold by a Fund may decline below the price
at which it is obligated to repurchase the securities. Reverse repurchase
agreements are considered to be borrowings by an investment company under the
1940 Act. For further information about reverse repurchase agreements, see
"INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS--Additional Information
on Portfolio Instruments--Reverse Repurchase Agreements" in the Statement of
Additional Information.

OPTIONS

In addition to the puts described above, each of the Funds may also purchase
or sell index options for hedging purposes only. Index options (or options on
securities indices) are similar in many respects to options on securities except
that an index option gives the holder the right to receive, upon exercise, cash
instead of securities, if the closing level of the securities index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option.

OTHER INVESTMENT POLICIES

Securities Lending. In order to generate additional income, each of the
Funds may, from time to time, lend its portfolio securities to broker-dealers,
banks, or institutional borrowers of securities. A Fund must receive 102%
collateral in the form of cash or U.S. government securities. This collateral
will be valued daily by CFNB. Should the market value of the loaned securities
increase, the borrower must furnish additional collateral to that Fund. During
the time portfolio securities are on loan, the borrower pays that Fund any
dividends or interest received on such securities. Loans are subject to
termination by such Fund or the borrower at any time. While a Fund does not have
the right to vote securities on loan, each Fund intends to terminate the loan
and regain the right to vote if that is considered important with respect to the
investment. While the lending of securities may subject the Fund to certain
risks, such as delays or an inability to regain the securities in the event the
borrower were to default or enter into bankruptcy, the Fund will retain the
collateral described above. A Fund will enter into loan agreements only with
broker-dealers, banks, or other institutions that CFNB has determined are
creditworthy under guidelines established by MarketWatch's Board of Trustees.
Such loans will not be made if, as a result, the aggregate of all outstanding
loans of a Fund exceeds 30% of the value of its total assets.

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<PAGE>
When-issued and Delayed-delivery Securities. Each of the Funds may purchase
securities on a when-issued or delayed-delivery basis. These transactions are
arrangements in which a Fund purchases securities with payment and delivery
scheduled for a future time. A Fund will engage in when-issued and
delayed-delivery transactions only for the purpose of acquiring portfolio
securities consistent with its investment objective and policies, not for
investment leverage. When-issued securities are securities purchased for
delivery beyond the normal settlement date at a stated price and yield and
thereby involve a risk that the yield obtained in the transaction will be less
than those available in the market when delivery takes place. A Fund will
generally not pay for such securities or start earning interest on them until
they are received. When a Fund agrees to purchase such securities, however, its
custodian will set aside cash or liquid securities equal to the amount of the
commitment in a separate account. Securities purchased on a when-issued basis
are recorded as an asset and are subject to changes in the value based upon
changes in the general level of interest rates. In when-issued and
delayed-delivery transactions, a Fund relies on the seller to complete the
transaction; the seller's failure to do so may cause such Fund to miss a price
or yield considered to be advantageous.

Investment Companies. Each of the Funds may also invest up to 10% of the
value of its total assets in the securities of other investment companies,
including Shares of other funds of MarketWatch. Although the Fund will not pay
any advisory fee to CFNB with respect to such assets, the Fund will incur
additional expenses due to the duplication of expenses as a result of investing
in other investment companies. Additional restrictions on the Funds' investments
in the securities of other investment companies are contained in the Statement
of Additional Information.

INVESTMENT RESTRICTIONS

Each Fund is subject to a number of fundamental investment restrictions that
may be changed only by the affirmative vote of a majority of the outstanding
Shares of that Fund (as defined in the Statement of Additional Information).
Other fundamental investment restrictions are set forth under "INVESTMENT
OBJECTIVES, POLICIES AND RISK CONSIDERATIONS--Investment Restrictions" in the
Statement of Additional Information.

The Intermediate Fixed Income and the Flexible Income Funds will not:

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<PAGE>

each such Fund may be invested without regard to such restrictions. There is
no limit to the percentage of assets that may be invested in U.S. Treasury
bills, notes, or other obligations issued or guaranteed by the U.S.
Government, its agencies, or instrumentalities.

2. Purchase any securities which would cause more than 25% of the value
of such Fund's total assets at the time of purchase to be invested in
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no restriction
with respect to obligations issued or guaranteed by the U.S. Government, its
agencies, or instrumentalities and repurchase agreements secured by
obligations of the U.S. Government, its agencies, or instrumentalities; (b)
wholly owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of their parents; and (c) utilities will be divided according to
their services. For example, gas, gas transmission, electric and gas,
electric, and telephone will each be considered a separate industry.

The Virginia Municipal Bond Fund will not:

1. Purchase securities of any one issuer if, immediately after such
purchase, more than 5% of the value of the Fund's total assets would be
invested in such issuer, except that up to 50% of the value of the Fund's
total assets may be invested without regard to this 5% restriction,
provided, however, that no more than 25% of the value of the Fund's total
assets are invested in the securities of any one issuer, and further
provided, however, that these restrictions do not apply to obligations
issued or guaranteed by the U.S. Government, the Commonwealth of Virginia
and their agencies, authorities, instrumentalities, or other political
subdivisions.

2. Purchase any securities which would cause 25% or more of the Fund's
total assets at the time of purchase to be invested in the securities of one
or more issuers conducting their principal business activities in the same
industry, provided that this restriction shall not apply to obligations
issued or guaranteed by the U.S. Government, its agencies, or
instrumentalities (and repurchase agreements secured by obligations of the
U.S. Government, its agencies, and instrumentalities) or to Municipal
Securities or governmental guarantees of Municipal Securities.

For purposes of the Virginia Municipal Bond Fund's restriction 1 above, a
security is considered to be issued by the government entity (or entities) whose
assets and revenues back the security; with respect to a private activity bond
that is backed only by the assets and revenues of a non-governmental user, a
security is considered to be issued by such non-governmental user. In accordance
with regulations promulgated by the Commission, the guarantor of a guaranteed
security may be considered to be an issuer in connection with such guarantee.

The Funds will not:

1. Borrow money or issue senior securities, except that each Fund may
borrow from banks or enter into reverse repurchase agreements for temporary
purposes in amounts up to 10% of the value of its total assets at the time
of such borrowing; or mortgage, pledge, or hypothecate any assets, except in
connection with any such borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or 10% of the value of such Fund's
total assets at the time of its borrowing. A Fund will not purchase
securities while its borrowings (including reverse repurchase agreements)
exceed 5% of its total assets.

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<PAGE>
2. Make loans, except that each Fund may purchase or hold debt
instruments and lend portfolio securities in accordance with its investment
objective and policies, and may enter into repurchase agreements.

In order to permit the sale of each Fund's Shares in certain states,
MarketWatch may make commitments in the form of non-fundamental policies that
are more restrictive than the investment restrictions described above. Should
MarketWatch determine that any such commitments are no longer in the best
interests of MarketWatch, it will revoke the commitment by terminating sales of
its Shares in the state involved.

VALUATION OF SHARES

The net asset value of each Fund is determined and its Shares are priced as
of the close of trading on the New York Stock Exchange ("NYSE") (generally, 4:00
p.m., Eastern Time) (the "Valuation Time") on each Business Day. As used herein,
a "Business Day" constitutes any day on which the NYSE is open for trading, and
the Federal Reserve Bank of Richmond is open, except days on which there are not
sufficient changes in the value of a Fund's portfolio securities that the Fund's
net asset value might be materially affected, or days during which no Shares are
tendered for redemption and no orders to purchase Shares are received.
Currently, the NYSE or the Federal Reserve Bank of Richmond is closed on the
following holidays: New Year's Day, Martin Luther King, Jr. Day (observed),
Presidents' Day (observed), Good Friday, Memorial Day (observed), Independence
Day, Labor Day, Columbus Day (observed), Veterans' Day, Thanksgiving Day, and
Christmas Day. Net asset value per Share for purposes of pricing sales and
redemptions is calculated by dividing the value of all securities and other
assets belonging to a Fund, less the liabilities charged to that Fund, by the
number of that Fund's outstanding Shares.

The net asset value per Share will fluctuate as the value of the investment
portfolio of a Fund changes.

Portfolio securities for which market quotations are readily available are
valued based upon their current available prices in the principal market in
which such securities normally are traded. Unlisted securities for which market
quotations are readily available are valued at such market values. Other
securities, including restricted securities and other securities for which
market quotations are not readily available, and other assets are valued at fair
value by CFNB under procedures established by, and under the supervision of
MarketWatch's Board of Trustees. Securities may be valued by an independent
pricing service approved by the Trust's Board of Trustees. Investments in debt
securities with remaining maturities of 60 days or less may be valued based upon
the amortized cost method. For further information about valuation of
investments, see "NET ASSET VALUE" in the Statement of Additional Information.

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<PAGE>
HOW TO PURCHASE AND REDEEM SHARES

PURCHASES OF SHARES

Shares of the Intermediate Fixed Income, Flexible Income, and Virginia
Municipal Bond Funds are continuously offered and may be purchased directly
either by mail, by telephone, or by electronic transfer, or may be purchased
through a broker-dealer that has established a dealer agreement with BISYS, as
Distributor. MarketWatch offers an Individual Retirement Account and
Shareholders interested in establishing such an account should contact
MarketWatch for information as to applications and annual fees.

The minimum investment is generally $1,000 for the initial purchase of
Shares of each Fund by an investor and $100 for subsequent purchases. For
employees (and their spouses and children under the age of 21) of (l) CFNB or
(2) any broker-dealer with which BISYS enters into a dealer agreement to sell
Shares of the Funds, the minimum investment is $100 for initial investments and
$50 for subsequent investments. For purchases made in connection with Individual
Retirement Accounts and defined contribution plans, including simplified
employee, 401(k), profit sharing, and money purchase pension plans,
(collectively, the "Retirement Plans"), the minimum investment amount for
initial purchases is $500 and the minimum for subsequent purchases is $100. In
the case of such retirement plan investments, the minimum purchase amounts are
not restricted to the purchase of Shares of a single Fund. Thus, the $500 and
$100 minimum amounts may be spread among any of the funds within MarketWatch.
(See "HOW TO PURCHASE AND REDEEM SHARES--Auto Invest Plan and Systematic
Exchange Program" below for minimum investment requirements under the Auto
Invest Plan and Systematic Exchange Program.) Purchasers of Shares will pay the
next calculated net asset value per Share plus any applicable sales charges
after BISYS, as Distributor, receives an order in good form to purchase Shares.
(See "Sales Charges" below for information on applicable sales charges.)

PURCHASES BY MAIL

To purchase Shares of the Intermediate Fixed Income, the Flexible Income, or
the Virginia Municipal Bond Funds by mail, complete an account application and
return it along with a check or money order made payable to the appropriate Fund
to:

MarketWatch Funds
P.O. Box 27252
Richmond, VA 23261-7252

Shareholders may obtain an account application form by calling MarketWatch at
(800) 232-9091. For subsequent purchases, Shareholders may mail to the above
address a purchase ticket, the investment portion of their monthly statements,
or a letter stating the Shareholder's name, address, and account number.

PURCHASES BY TELEPHONE OR ELECTRONIC TRANSFER

Shares of the Intermediate Fixed Income, Flexible Income, or Virginia
Municipal Bond Funds may be purchased by telephone or by electronic transfer by
calling MarketWatch at (800) 232-9091, if your account application has been
previously received by MarketWatch. Payment for Shares ordered by

15
<PAGE>

telephone may be made by check payable in U.S. dollars and must be received by
MarketWatch at the address above within the time period prescribed by the
settlement requirements of the Securities Act of 1934. If payment for the Shares
is not received within such time period, or if a check timely received does not
clear, the purchase will be canceled and the investor could be liable for any
losses or fees incurred. When purchasing Shares by electronic transfer, contact
MarketWatch for electronic transfer instructions.

OTHER INFORMATION REGARDING PURCHASES

Shares may also be purchased through procedures established by BISYS, as
Distributor, in connection with the requirements of qualified accounts
maintained by or on behalf of certain persons ("Customers") by CFNB, its
affiliates, or their correspondents ("Entities"). Shares of the Intermediate
Fixed Income, Flexible Income, and the Virginia Municipal Bond Funds sold to the
Entities acting in a fiduciary, advisory, custodial, or other similar capacity
on behalf of Customers will normally be held of record by the Entities. With
respect to Shares sold, it is the responsibility of the holder of record to
transmit purchase, exchange or redemption orders to MarketWatch and to deliver
funds for the purchase thereof on a timely basis.

Shares of the Fund are purchased at the net asset value per Share (see
"VALUATION OF SHARES") next determined after receipt by MarketWatch of an order
to purchase Shares in good form, plus any applicable sales charge as described
below. Purchases of Shares of a Fund will be effected only on a Business Day (as
defined in "VALUATION OF SHARES") of that Fund. An order received prior to the
Valuation Time on any Business Day will be executed at the net asset value
determined as of the Valuation Time on the day of receipt. An order received
after the Valuation Time on any Business Day will be executed at the net asset
value determined as of the Valuation Time on the next Business Day. In case of
orders for the purchase of Shares placed through a broker-dealer, the applicable
public offering price will be the net asset value as so determined, but only if
the broker-dealer receives the order prior to the Valuation Time for that day
and transmits it to BISYS prior to the Valuation Time for that day. The
broker-dealer is responsible for transmitting such orders promptly. If the
broker-dealer fails to do so, the investor's right to that day's closing price
must be settled between the investor and the broker-dealer. If the broker-dealer
receives the order after the Valuation Time for that day, the price will be
based on the net asset value determined as of the Valuation Time for the next
Business Day.

Depending upon the terms of the particular Customer account, the Entities
may charge a Customer account fees for services provided in connection with
investments in the Funds. Information concerning these services and any charges
will be provided by the Entities. This Prospectus should be read in conjunction
with any such information so received from the Entities.

MarketWatch reserves the right to reject any order for the purchase of its
Shares in whole or in part, including purchases made with foreign and third
party drafts or checks.

Every Shareholder of record will receive a confirmation of each transaction,
which will also show the total number of Shares of such Fund owned by the
Shareholder. Confirmation of purchases, exchanges, and redemptions of Shares of
the Funds by CFNB or one of its Entities on behalf of a Customer will be sent to
CFNB or the affiliate. Shareholders may rely on these statements in lieu of
certificates. Certificates representing Shares of the Funds will not be issued.

16
<PAGE>
SALES CHARGES

The public offering price of each Fund's Shares equals the sum of the net
asset value per Share of the Fund selected plus a sales load in accordance with
the table below. BISYS, as Distributor, receives this sales charge as
Distributor. BISYS will act only on its own behalf as principal if it chooses to
enter into selling agreements with selected dealers or others, and, in such
event, BISYS may reallow the sales charge as dealer discounts and brokerage
commissions. However, BISYS, at its sole discretion, may pay certain dealers all
or a part of the portion of the sales charge it receives. A broker or dealer who
receives a reallowance in excess of 90% of the sales charge may be deemed to be
an "underwriter" for purposes of the Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
SALES SALES
CHARGE AS CHARGE AS DEALER DISCOUNTS
% OF NET % OF AND BROKERAGE
AMOUNT OFFERING COMMISSIONS AS % OF
AMOUNT OF PURCHASE INVESTED PRICE OFFERING PRICE
- ------------------------------------------------ --------- --------- -------------------
<S> <C> <C> <C>
Less than $100,000.............................. 4.71% 4.50% 4.25%
$ 100,000 but less than $250,000................ 3.63% 3.50% 3.25%
$ 250,000 but less than $500,000................ 2.56% 2.50% 2.25%
$ 500,000 but less than $1,000,000.............. 1.52% 1.50% 1.25%
$1,000,000 but less than $1,500,000............. .76% .75% .75%
$1,500,000 but less than $2,000,000............. .50% .50% .50%
$2,000,000 or more.............................. .25% .25% .25%
</TABLE>

BISYS, as Distributor, will, at its expense, also provide other compensation
to dealers in connection with sales of Shares of the Funds. Such compensation
will include financial assistance to dealers in connection with conferences,
sales or training programs for their employees, seminars for the public,
advertising campaigns regarding one or more of the Funds, and/or other special
events sponsored by dealers. In some instances, this compensation will be made
available only to certain dealers whose representatives have sold a significant
amount of Shares. Compensation may also include payment for travel expenses,
including lodging, incurred in connection with trips taken by invited registered
representatives and members of their families to locations within or outside of
the United States for meetings or seminars of a business nature. Compensation
will also include the following types of non-cash compensation offered through
sales contests: (1) vacation trips, including the provision of travel
arrangements and lodging at luxury resorts at an exotic location, (2) tickets
for entertainment events (such as concerts, cruises, and sporting events) and
(3) merchandise (such as clothing, trophies, clocks, and pens). Dealers may not
use sales of Shares to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory agency, such as the
NASD. None of the aforementioned is paid for by the Funds or their respective
Shareholders.

SALES CHARGE WAIVERS

The following classes of investors may purchase Shares of the Funds with no
sales charge:

(1) existing Shareholders of the Intermediate Fixed Income, Flexible
Income, and the Virginia Municipal Bond Funds upon the automatic
reinvestment of dividend and capital gains distributions;

17
<PAGE>

(2) Trustees of MarketWatch and officers, directors, employees, and
retired employees of (a) CFNB and its affiliates and (b) BISYS and
its affiliates, as well as spouses and children under the age of
21 of each of the foregoing;

(3) employees (and their spouses and children under the age of 21) of
any broker-dealer with which BISYS, as Distributor, enters into a
dealer agreement to sell Shares of the Funds;

(4) investors for whom CFNB or one of its affiliates acts in a
fiduciary, advisory, or agency and for whom purchases are made
through CFNB or its affiliates;

(5) individuals who receive Shares in connection with a distribution
paid from a CFNB Financial Services Group trust or agency account;

(6) individuals who receive cash in connection with a distribution paid
from a CFNB Financial Services Group trust or agency account. This
waiver applies only to the initial purchase of a load fund of
MarketWatch with the total amount of cash received in the
distribution; and

(7) orders placed on behalf of other investment companies distributed by
The BISYS Group, Inc. or its affiliated companies.

At the time of purchase, MarketWatch must be notified that the purchase
qualifies for a sales charge waiver in accordance with one of the categories
described above in (1)-(7).

From time to time, BISYS, as Distributor, may periodically waive all or a
portion of the sales charge for all investors with respect to the Funds. BISYS
may change or eliminate the foregoing waivers at any time. From time to time,
BISYS may also offer special concessions to enable investors to purchase Shares
of the Funds or another load fund of MarketWatch at net asset value, without
payment of a sales charge. To qualify for this special net asset value purchase,
the investor must pay for such purchase with the proceeds from the redemption of
shares of a non-affiliated mutual fund or a unit investment trust on which a
sales charge was paid. A qualifying purchase of shares in a fund of MarketWatch
must occur within 5 Business Days of the prior redemption and must be evidenced
by a confirmation of the redemption transaction. At the time of purchase,
MarketWatch must be notified that the purchase qualifies for a purchase without
a sales load. Proceeds from the redemption of shares on which no sales charges
or commissions were paid would not qualify for the special net asset value
purchase program.

LETTERS OF INTENT

18
<PAGE>
the full dollar amount indicated is not purchased. Escrowed Shares will be
involuntarily redeemed to pay the additional sales charge, if necessary.
Dividends on escrowed Shares, whether paid in cash or reinvested in additional
Fund Shares, are not subject to escrow. The escrowed Shares may not be redeemed
or transferred by the investor until all purchases pursuant to the Letter of
Intent have been made or the higher sales charge has been paid. When the full
amount indicated has been purchased, the escrow will be released. To the extent
that an investor purchases more than the dollar amount indicated in the Letter
of Intent and qualifies for a further reduced sales charge, the sales charge
will be recalculated based on the entire amount purchased during the 13-month
period. Any reduction in sales charges will be used to purchase additional
Shares of the Fund for the investor's account.

MARKETWATCH FUNDS INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

A MarketWatch Funds IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
MarketWatch Funds IRA contributions may be tax deductible and earnings are
tax-deferred. Federal tax law restricts or eliminates the tax deductibility of
IRA contributions for individuals who participate in certain employer pension
plans and whose annual income exceeds certain limits. Existing IRAs and future
contributions up to the IRA maximums, whether deductible or not, still earn
income on a tax-deferred basis.

All MarketWatch Funds IRA distribution requests must be made in writing to
BISYS, as Distributor. Any additional deposits to an IRA must distinguish the
type and year of the contributions.

For more information on the MarketWatch Funds IRAs call MarketWatch at (800)
232-9091. Investment in Shares of the Virginia Municipal Bond Fund or any
tax-exempt fund would not be appropriate for any of the MarketWatch Funds IRAs.
Shareholders are advised to consult a tax adviser concerning MarketWatch Funds
IRA contribution and withdrawal requirements and restrictions.

AUTO INVEST PLAN

The Auto Invest Plan enables Shareholders of any of the Funds to make
regular monthly or quarterly purchases of Shares through automatic deductions
from their bank accounts. With Shareholder authorization, BISYS OHIO will deduct
the amount specified from the Shareholder's bank

19
<PAGE>

account (as long as the Shareholder's bank is a member of the Automated Clearing
House) which will automatically be invested in Shares at the public offering
price on the dates of the deduction. The required minimum initial investment
when opening an account using the Auto Invest Plan is $100; the minimum amount
for subsequent investments in a Fund is $50. To participate in the Auto Invest
Plan, Shareholders should complete the appropriate section of the account
application which can be acquired by calling (800) 232-9091. To change the Auto
Invest instructions, a Shareholder must submit a written request to MarketWatch.
A Shareholder may discontinue the feature by submitting a written request to or
by calling MarketWatch.

CONCURRENT PURCHASES AND RIGHT OF ACCUMULATION

For purposes of qualifying for a reduced sales charge, investors have the
privilege of combining concurrent purchases of, and holdings in, Shares of the
Intermediate Fixed Income, Flexible Income, Virginia Municipal Bond Funds sold
with a sales charge ("Eligible Shares"). Investors are permitted to purchase
Eligible Shares at the public offering price applicable to the total of (a) the
dollar amount of the Eligible Shares then being purchased plus (b) the aggregate
dollar amount of previously acquired Eligible Shares based upon the net asset
value of such Shares at the time of purchase.

To receive the applicable public offering price pursuant to concurrent
purchases and the right of accumulation, Shareholders must, at the time of
purchase, give MarketWatch sufficient information to permit confirmation of
qualification. Investors may combine purchases of Eligible Shares that are made
in their individual capacity with (l) purchases made by the individual's spouse
or children under 21 years of age and (2) purchases made by businesses that they
own as sole proprietorships, for purposes of obtaining reduced sales charges
pursuant to concurrent purchases and the right of accumulation. In order to
accomplish this, however, investors must designate on the account application
the accounts that are to be combined for this purpose. Investors can only
designate accounts that are open at the time the concurrent purchases and the
right of accumulation are exercised.

EXCHANGE PRIVILEGE

Shareholders may exchange Shares of the Funds for shares of any other fund
of MarketWatch. Under such circumstances, the cost of the acquired shares will
be the net asset value per share plus the appropriate sales load, if any. If the
Shareholder exercising the exchange privilege paid a sales charge on the
exchanged Shares that is less than the sales charge applicable to the Shares
sought to be acquired through the exchange, such Shareholder must pay a sales
charge on the exchange equal to the difference between the sales charge paid for
the exchanged Shares and the sales charge applicable to the Shares sought to be
acquired through the exchange. Shareholders must notify MarketWatch that a sales
charge was previously paid.

20
<PAGE>

232-9091 or by providing written instructions to MarketWatch. An investor should
consult MarketWatch for further information regarding exchanges. During periods
of significant economic or market change, telephone exchanges may be difficult
to complete. If a Shareholder is unable to contact MarketWatch by telephone, a
Shareholder may also mail the exchange request to MarketWatch at the address
listed under "HOW TO PURCHASE AND REDEEM SHARES--Redemption By Mail."
MarketWatch reserves the right to modify or terminate the exchange privilege
described above upon 60 days prior written notice to Shareholders and to reject
any exchange request. If an exchange request in good order is received by
MarketWatch by the Valuation Time, on any Business Day, the exchange usually
will occur on that day. Any Shareholder who wishes to make an exchange should
obtain and review the current prospectus of the fund of MarketWatch in which he
or she wishes to invest before making the exchange. Shareholders wishing to make
use of MarketWatch's exchange program must so indicate on the fund application.

SYSTEMATIC EXCHANGE PROGRAM

MarketWatch offers a Systematic Exchange Program in which a Shareholder
having a minimum initial balance of $5,000 in a Money Market Fund account
may elect to have BISYS OHIO automatically withdraw a specified amount (subject
to the applicable minimums) from such account, at regular intervals, and invest
the amount in another existing MarketWatch fund account having a minimum balance
of $100. The cost of the acquired Shares will be their net asset value plus any
applicable sales charges. Shareholders must maintain a minimum account balance
of $500 in the Money Market Fund, at all times, during the period the
Shareholder participates in the Systematic Exchange Program. By using this
program, Shareholders will be able to benefit from dollar cost-averaging.
Shareholders may obtain an application form and additional information regarding
this service by calling MarketWatch at (800) 232-9091.

REDEMPTION OF SHARES

REDEMPTION BY MAIL

21
<PAGE>

credit unions, securities exchanges and associations, clearing agencies, and
savings associations as those terms are defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. BISYS OHIO reserves the right to reject any
signature guarantee if (l) it has reason to believe that the signature is not
genuine, (2) it has reason to believe that the transaction would otherwise be
improper, or (3) the guarantor institution is a broker or dealer that is neither
a member of a clearing corporation nor maintains net capital of at least
$100,000. The signature guarantee requirement will be waived if all of the
following conditions apply: (l) the redemption check is payable to the
Shareholder(s) of record; and (2) the redemption check is mailed to the
Shareholder(s) at the address of record or the proceeds are either mailed or
sent electronically to a commercial bank account previously designated on the
account application. There is no charge for having redemption requests mailed to
a designated bank account.

REDEMPTION BY TELEPHONE

Shares may be redeemed by telephone if the Shareholder selected that option
on the account application. The Shareholder may have the proceeds mailed to his
or her address of record or mailed or sent electronically to a commercial bank
account previously designated on the account application. Under most
circumstances, payments will be transmitted on the next Business Day following
receipt of a valid request for redemption. Electronic payment requests may be
made by the Shareholder by telephone to MarketWatch at (800) 232-9091. The
then-current charge of CFNB, as Custodian, for electronically transferred
redemptions may be deducted from the proceeds of an electronically transferred
redemption. This charge, if applied, is presently $12.00 for each electronically
transferred redemption. It is not necessary for Shareholders to confirm
telephone redemption requests in writing. During periods of significant economic
or market change, telephone redemptions may be difficult to complete. If a
Shareholder is unable to contact MarketWatch by telephone, a Shareholder may
also mail the redemption request to MarketWatch at the address listed above
under "HOW TO PURCHASE AND REDEEM SHARES--Redemption by Mail." BISYS, BISYS
OHIO, CFNB, and MarketWatch will not be liable for any losses, damages, expense,
or cost arising out of any telephone transaction (including exchanges and
redemptions) effected in accordance with the Funds' telephone transaction
procedures, upon instructions believed to be genuine. MarketWatch will employ
procedures designed to provide reasonable assurance that instructions by
telephone are genuine; if these procedures are not followed, MarketWatch or its
service contractors may be liable for any losses due to unauthorized or
fraudulent instructions. These procedures include recording all telephone
conversations, sending confirmation to Shareholders within 72 hours of the
telephone transaction, verification of account name and account number or tax
identification number, and sending redemption proceeds only to the address of
record or to a previously authorized bank account.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Shareholders of any of the Funds to make
regular monthly or quarterly redemptions of Shares. With Shareholder
authorization, BISYS OHIO will automatically redeem Shares at the net asset
value on the dates of the withdrawal and have a check in the amount specified
mailed to the Shareholder. The Shareholder's account balance must have a current
market value of at least $10,000 to be eligible for the Auto Withdrawal Plan.
The required minimum withdrawal is $100. To participate in the Auto Withdrawal
Plan, Shareholders should call (800) 232-9091 for more information. Purchases of
additional Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities and sales charges. To change the Auto

22
<PAGE>

Withdrawal instructions, a Shareholder must submit a written request to
MarketWatch. A Shareholder may discontinue the feature by submitting a written
request to or by calling MarketWatch.

PAYMENTS TO SHAREHOLDERS

Redemption orders are effected at the net asset value per Share next
determined after receipt of a valid request for redemption, as described above.
Payment to Shareholders for Shares redeemed will be made within the time period
prescribed by the settlement requirements of the Securities Exchange Act of
1934, after receipt by MarketWatch of the request for redemption. However, to
the greatest extent possible, MarketWatch will attempt to honor requests from
Shareholders for next Business Day payments upon redemption of Shares if the
request for redemption is received by BISYS OHIO before the Valuation Time on a
Business Day or, if the request for redemption is received after the Valuation
Time, to honor requests for payment within two Business Days, unless it would be
disadvantageous to MarketWatch or the Shareholders of the particular Fund to
sell or liquidate portfolio securities in an amount sufficient to satisfy
requests for payments in that manner.

Due to the relatively high cost of handling small investments, each Fund
reserves the right to redeem, at net asset value, the Shares of that Fund of any
Shareholder if, because of redemptions of Shares by or on behalf of the
Shareholder (but not as a result of a decrease in the market price of such
Shares), the account of such Shareholder has a value of less than $100. Before a
Fund exercises its right to redeem such Shares and to send the proceeds to the
Shareholder, the Shareholder will be given notice that the value of the Shares
in his or her account is less than the minimum amount and will be allowed 60
days to make an additional investment in an amount which will increase the value
of the account to at least $100. (See "ADDITIONAL PURCHASE AND REDEMPTION
INFORMATION-- Matters Affecting Redemption" in the Statement of Additional
Information for examples of when MarketWatch may suspend the right of redemption
if it appears appropriate to do so in light of MarketWatch's responsibilities
under the 1940 Act.)

DIVIDENDS AND TAXES

DIVIDENDS

The net income of each Fund is declared monthly as a dividend to
Shareholders at the close of business on the day of declaration, and such
dividend is generally paid monthly. Distributable net realized capital gains are
distributed at least annually. A Shareholder of a Fund will automatically
receive all income dividends and capital gains distributions in additional full
and fractional Shares of that Fund at net asset value as of the date of payment,
unless the Shareholder elects to receive dividends or distributions in cash.
Such election must be made on the account application; any change in such

23
<PAGE>

election must be made in writing to BISYS OHIO at 3435 Stelzer Road, Columbus,
Ohio 43219, and will become effective with respect to dividends and
distributions having record dates after its receipt by BISYS OHIO.

FEDERAL TAXES--IN GENERAL

Each of the funds of MarketWatch is treated as a separate entity for federal
tax purposes and intends to qualify as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"), for so long as such
qualification is in the best interests of that fund's shareholders. A regulated
investment company is exempt from federal income tax on amounts distributed to
shareholders.

Qualification as a regulated investment company under the Code for a taxable
year requires, among other things, that a Fund distribute to its Shareholders an
amount equal to at least the sum of 90% of its investment company taxable income
and 90% of its net exempt-interest income for such year. In general, each Fund's
investment company taxable income will be its taxable income, including
dividends, interest and short-term capital gains (the excess of net short-term
capital gain over net long-term capital loss), subject to certain adjustments
and excluding the excess of any net long-term capital gain for the taxable year
over the net short-term capital loss, if any, for such year. The policy of the
Funds is to distribute as dividends substantially all of their investment
company taxable income and any net tax-exempt interest income each taxable year.
Such dividends paid by the Intermediate Fixed Income and the Flexible Income
Funds will be taxable as ordinary income to their Shareholders who are not
currently exempt from federal income taxes, whether such income is received in
cash or reinvested in additional Shares. (Federal income taxes for distributions
to a Retirement Plan or IRA are deferred under the Code.) It is not expected
that any portion of such distributions will qualify for the dividends received
deduction for corporations.

Substantially all of the Funds' net realized long-term capital gains, if
any, will be distributed at least annually to their Shareholders. A Fund will
generally have no tax liability with respect to such gains, and the
distributions will be taxable to the Shareholders who are not currently exempt
from federal income taxes as long-term capital gains, regardless of how long the
Shareholders have held the Shares and whether such gains are received in cash or
reinvested in additional Shares.

A taxable gain or loss may be realized by a Shareholder upon his redemption,
transfer or exchange of Fund Shares depending upon the tax basis of such Shares
and their price at the time of redemption,

24
<PAGE>

transfer or exchange. Generally, a Shareholder may include sales charges
incurred upon the purchase of Fund Shares in his tax basis for such Shares for
the purpose of determining gain or loss on a redemption, transfer or exchange of
such Shares. However, if the Shareholder effects an exchange of such Shares for
Shares of another Fund within 90 days of the purchase and is able to reduce the
sales charges applicable to the new Shares (by virtue of MarketWatch's exchange
privilege), the amount equal to such reduction may not be included in the tax
basis of the Shareholder's exchanged Shares, but may be included (subject to the
limitation) in the tax basis of the new Shares.

FEDERAL TAXES--VIRGINIA MUNICIPAL BOND FUND

Dividends derived from exempt-interest income will generally be treated by
the Virginia Municipal Bond Fund's Shareholders as items of interest excludable
from their gross income for federal income tax purposes. In determining net
exempt-interest income, expenses of the Virginia Municipal Bond Fund are
allocated to gross tax-exempt interest income in the proportion that the gross
amount of such interest income bears to the Virginia Municipal Bond Fund's total
gross income, excluding net capital gains. (Shareholders are advised to consult
a tax advisor with respect to whether exempt-interest dividends retain the
exclusion if such Shareholder would be treated as a "substantial user" or a
"related person" to such user under the Code.) In addition, dividends
attributable to interest on certain private activity bonds may have to be
included in income for purposes of calculating the alternative minimum tax.

In order to permit the Virginia Municipal Bond Fund to distribute
exempt-interest dividends which Shareholders may exclude from their gross income
for federal income tax purposes, at least 50% of the Virginia Municipal Bond
Fund's total assets must consist of obligations the interest on which is exempt
from federal income tax as of the close of each taxable quarter of the Fund.

STATE TAXES--VIRGINIA MUNICIPAL BOND FUND

Distributions by the Virginia Municipal Bond Fund to a Shareholder will not
be subject to the Virginia income tax to the extent that the distributions are
attributable to income received by the Virginia Municipal Bond Fund as interest
from Virginia Municipal Securities. Additionally, distributions by the Virginia
Municipal Bond Fund to a Shareholder will not be subject to the Virginia income
tax to the extent that the distributions are attributable to interest income
from United States obligations exempted from state taxation by the United States
Constitution, treaties, and statutes. These Virginia income tax exemptions will
be available only if the Fund complies with the requirement that at least 50% of
the Fund's assets consist of obligations the interest on which is exempt from
federal income tax at the close of each taxable quarter.

Other distributions from the Fund, including dividends paid from investments
in taxable obligations (commercial paper, repurchase agreements, etc.) capital
gains, generally will not be exempt from Virginia income taxation.

MISCELLANEOUS

Shareholders will be advised at least annually as to the character of
distributions made to them each year for federal income tax purposes.
Shareholders should consult their tax advisers concerning their specific
situations and the application of state and local taxes which may differ from
the federal tax consequences described above.

25
<PAGE>
MANAGEMENT OF MARKETWATCH

TRUSTEES AND OFFICERS OF MARKETWATCH

The trustees and officers of MarketWatch, their addresses and principal
occupations during the past five years are as follows:

Walter B. Grimm* President and Trustee Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Stephen G. Mintos Vice President Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

William J. Tomko Vice President and Employee, BISYS Fund Services,
3435 Stelzer Road Treasurer Inc.
Columbus, Ohio 43219

Sean M. Kelly Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Nancy E. Converse Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc.
Columbus, Ohio 43219

Alaina V. Metz Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Inc. June 1995 to Present and
Columbus, Ohio 43219 Alliance Capital Management 1989
to May 1995

Christina T. Simmons Assistant Secretary Counsel/Attorney 1985 to
Drinker Biddle & Reath Present.
1345 Chestnut Street
Philadelphia, Pennsylvania 19107

Anne Gregory Rhodes Trustee Delegate, General Assembly of
P.O. Box 14569 Virginia, January, 1992 to
Richmond, Virginia 23221 Present.
</TABLE>

26
<PAGE>
<TABLE>
<CAPTION>

POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH MARKETWATCH DURING PAST 5 YEARS
- ---------------------------------- --------------------- --------------------------------
<S> <C> <C>
Alvin J. Schexnider Trustee Chancellor, Winston-Salem State
Winston-Salem State University University, 1996 to Present,
601 Martin Luther King, Jr. Vice Provost for Undergraduate
Drive Students, 1991 to 1995, and
Winston-Salem, NC 27110 Associate Vice President for
Academic Affairs 1987 to 1991,
Virginia Commonwealth
University.

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

* The Chairman and President are considered by MarketWatch to be "interested
persons" of MarketWatch as defined in the 1940 Act.

The trustees of MarketWatch receive fees and are reimbursed for their
expenses in connection with each meeting of the Board of Trustees they attend.
However, no officer or employee of BISYS or BISYS OHIO receives any compensation
from MarketWatch for acting as a trustee or officer of MarketWatch. Additional
information on the compensation paid by MarketWatch to its trustees and officers
is included in the Statement of Additional Information. BISYS receives fees from
MarketWatch for acting as administrator. BISYS OHIO also receives fees from the
Funds for acting as transfer agent and for providing certain fund accounting
services.

INVESTMENT ADVISER

Central Fidelity National Bank, 1021 East Cary Street, Richmond, Virginia
23219 ("CFNB"), is the investment adviser for each Fund. CFNB is controlled by
Central Fidelity Banks, Inc., a bank holding company. CFNB is Virginia's third
largest bank, with assets in excess of $10.8 billion as of December 31, 1995.
CFNB operates 246 banking offices throughout Virginia. The core operating
strategies of CFNB are to remain an independent, Virginia-only bank,
concentrating on the fundamental banking principles of maintaining solid core
deposit growth while adhering to sound, conservative credit policies and
providing customers with excellent service.

CFNB has provided investment management services through its Financial
Services Group or one of its predecessor organizations for over 50 years. As of
December 31, 1995, its Financial Services Group had approximately $2.2 billion
in assets under discretionary management and provided non-discretionary or
custody services for an additional $7.6 billion in securities. As the investment
adviser to MarketWatch, CFNB provides Fund Shareholders with the same
professional money management expertise that it has provided to its trust
clients.

Subject to the general supervision of MarketWatch's Board of Trustees and in
accordance with the Funds' investment objectives and restrictions, CFNB manages
the investments of each Fund, makes decisions with respect to and places orders
for all purchases and sales of each Fund's portfolio securities, and maintains
each Fund's records relating to such purchases and sales.

27
<PAGE>

Renee Pado, CFA has managed the Intermediate Fixed Income and Flexible
Income Funds since their inception. Ms. Pado has 13 years of investment
experience. She joined CFNB in 1992 as the director of fixed income investments
in the investment management department. Prior to joining CFNB, Ms. Pado served
as the Director of Investments for a savings bank.

David R. Beyer, CFA and Jennifer H. Luzzatto have co-managed the Virginia
Municipal Bond Fund since its inception. Mr. Beyer has 16 years of investment
experience. His education includes MBA and JD degrees. He joined CFNB in 1991 as
a Vice President with primary responsibility for the management of balanced
portfolios for institutions, foundations, and individuals. Previously, he was a
Vice President and portfolio manager in the trust department at Sovran Bank. Ms.
Luzzatto has been active in the municipal market for approximately 9 years. She
joined CFNB in 1991 as a Municipal Bond Portfolio Manager. Prior to that time
she was a fixed income trader for a regional brokerage firm.

For the services provided and expenses assumed pursuant to its Investment
Advisory Agreement with MarketWatch, CFNB is entitled to receive a fee from each
Fund, computed daily and paid monthly, at the annual rate of seventy four
one-hundredths of one percent (.74%) of that Fund's average daily net assets.
CFNB may periodically waive all or a portion of its advisory fee and may
reimburse the Fund for certain expenses to increase the net income of that Fund
available for distribution as dividends. CFNB may not seek recovery of such
waived fees or reimbursed expenses at a later date. Such waivers and
reimbursements would cause the yield of that Fund to be higher than it would
otherwise be in their absence.

ADMINISTRATOR AND DISTRIBUTOR

BISYS is the administrator for each Fund and also acts as each Fund's
principal underwriter and distributor("BISYS, as Administrator" or the "BISYS,
as Distributor," as the context indicates).

BISYS, as Administrator, generally assists in all aspects of a Fund's
administration and operation. For expenses assumed and services provided as
administrator pursuant to its Management and Administration Agreement with
MarketWatch, BISYS is entitled to receive a fee from each Fund, computed daily
and paid periodically, calculated at an annual rate of twenty one-hundredths of
one percent (.20%) of that Fund's average daily net assets. BISYS may
periodically waive all or a portion of its administrative fee and may reimburse
the Fund for certain expenses to increase the net income of that Fund available
for distribution as dividends. The Administrator may not seek recovery of such
waived fees or reimbursed expenses at a later date. Such waivers and
reimbursements would cause the yield of that Fund to be higher than it would
otherwise be in their absence.

EXPENSES

CFNB and BISYS, as Administrator, each bear all expenses in connection with
the performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for the Fund. The Fund bears expenses relating to
its operations, including taxes, interest, fees, and expenses of trustees and
officers, Commission fees, state securities qualification fees, advisory fees,
administration fees, charges of the Fund's custodian and transfer agent, certain
insurance premiums, outside auditing and legal expenses, costs of preparing and
printing Prospectuses for regulatory purposes and for distribution to existing
shareholders, costs of shareholder reports and meetings, expenses relating to
the promotion and distribution of Fund Shares

28
<PAGE>
and shareholder servicing, and any extraordinary expenses. A Fund also pays for
brokerage fees, commissions and other transaction charges (if any) in connection
with the purchase and sale of portfolio securities.

DISTRIBUTION PLAN

MarketWatch has adopted a Distribution and Services Plan (the "Plan")
pursuant to Rule 12b-1 of the 1940 Act, under which each Fund is authorized to
pay the BISYS, as Distributor, a periodic amount calculated at an annual rate
not to exceed .25% of the average daily net assets of each Fund, in compensation
for distribution assistance and administrative support services provided to
Shareholders and expenses assumed in connection with Shares of a Fund
(collectively referred to as, the "Fee"). The Fee may be used to compensate
banks for administrative support services and to pay broker-dealers and other
institutions (each such bank, broker-dealer and other institution is hereafter
referred to as a "Participating Organization") for similar services, including
distribution services, pursuant to an agreement between the Distributor and the
Participating Organization. Under the Plan, a Participating Organization may
include CFNB, BISYS, and their subsidiaries and affiliates.

BISYS, as Distributor, may use the Fees applicable to a Fund's Shares to
compensate for payments or expenses incurred in connection with (1) distribution
assistance with respect to the sale of Shares, (2) administrative support
services provided to the holders of Shares and (3) Participating Organizations'
provision of services to customers that own Shares. (For more information
concerning the nature of each Fund's Shares, see "GENERAL
INFORMATION--Description of MarketWatch and Its Shares.") The Fee may be more or
less than the actual direct or indirect expenses incurred in a particular year,
thereby giving rise to a profit or a loss, in connection with distribution
and/or shareholder administrative support services provided under the Plan.

Pursuant to the Plan, BISYS, as Distributor, has entered into a servicing
agreement with CFNB pursuant to which CFNB has agreed to provide certain
administrative support services in connection with Shares of each Fund purchased
and held by CFNB for the accounts of its Customers and Shares of each Fund
purchased and held by Customers of CFNB directly, including, but not limited to,
establishing and maintaining Customer accounts and records, aggregating and
processing purchase, exchange and redemption transactions for Customers,
answering routine Customer questions concerning the Funds and providing such
office space, equipment, telephone facilities and personnel as is necessary and
appropriate to accomplish such matters. In consideration of such services, CFNB
receives a monthly fee from BISYS computed at the annual rate of up to .25% of
the average aggregate net assets of Shares of each Fund held during the period
for which CFNB had provided services under this Agreement.

BANKING LAWS

CFNB believes that it possesses the legal authority to perform the services
for each Fund contemplated by its investment advisory agreement and its
custodian agreement with MarketWatch as described in this Prospectus, without
violation of applicable banking laws and regulations, and has so represented in
its agreements with MarketWatch. Future changes in federal or state statutes and
regulations relating to permissible activities of banks or bank holding
companies and their subsidiaries and affiliates as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could change the manner in which CFNB could continue to perform

29
<PAGE>

such services for the Funds. (See "MANAGEMENT OF MARKETWATCH--Banking Laws" in
the Statement of Additional Information for further discussion of applicable law
and regulations.)

GENERAL INFORMATION

DESCRIPTION OF MARKETWATCH AND ITS SHARES

MarketWatch was organized as a Massachusetts business trust on June 4, 1992.
MarketWatch consists of five funds. The two other funds of MarketWatch, not
discussed in this Prospectus are the MarketWatch Equity Fund and MarketWatch
Money Market Fund. Each share represents an equal proportionate interest in a
fund with other shares of the same fund, and is entitled to such dividends and
distributions out of the income earned on the assets belonging to that fund as
are declared at the discretion of the trustees (see "Miscellaneous" below).
Shares have a par value of $.001 per share, and do not have preemptive or
conversion rights.

Overall responsibility for the management of the Funds is vested in the
Board of Trustees of MarketWatch. (See "MANAGEMENT OF MARKETWATCH--Trustees and
Officers of MarketWatch.") Individual trustees are elected by the shareholders
of MarketWatch and may be removed by the Board of Trustees or shareholders in
accordance with the provisions of the Agreement and Declaration of Trust and
Code of Regulations of MarketWatch and Massachusetts law. (See "ADDITIONAL
INFORMATION--Miscellaneous" in the Statement of Additional Information for
further information.)

An annual or special meeting of shareholders to conduct necessary business
is not required by the Agreement and Declaration of Trust, the 1940 Act or other
authority except, under certain circumstances, to elect trustees, amend the
Agreement and Declaration of Trust, approve the investment advisory agreement
and to satisfy certain other requirements. To the extent that such meeting is
not required, MarketWatch may elect not to have an annual or special meeting.

The trustees will call a special meeting of shareholders for purposes of
considering the removal of one or more trustees upon written request therefor
from shareholders holding not less than 10% of the outstanding votes of
MarketWatch. At such a meeting, a quorum of shareholders (constituting a
majority of votes attributable to all outstanding shares of MarketWatch), by
majority vote, has the power to remove one or more trustees. MarketWatch will
assist in shareholder communications in such matters consistent with its
undertaking pursuant to Section 16(c) of the 1940 Act.

30
<PAGE>

As of February 29, 1996, CFNB held of record approximately 90.6% of the
outstanding Shares of the Intermediate Fixed Income Fund, 97.0% of the Flexible
Income Fund, and 84.9% of the Virginia Municipal Bond Fund. Beneficial ownership
of the Shares is disclaimed by CFNB.

CUSTODIAN

Central Fidelity National Bank ("CFNB, as Custodian") serves as custodian
for the Funds. Pursuant to the Custodian Agreement with MarketWatch, CFNB, as
Custodian, receives compensation from each Fund for such services and
out-of-pocket expenses.

TRANSFER AGENCY AND FUND ACCOUNTING SERVICES

BISYS Fund Services, Ohio, Inc. ("BISYS OHIO"), 3435 Stelzer Road, Columbus,
Ohio 43219, serves as the Funds' transfer agent pursuant to a Transfer Agency
Agreement with MarketWatch and receives a fee for such services. BISYS OHIO also
provides certain accounting services for each Fund pursuant to a Fund Accounting
Agreement and receives a fee for such services. (See "MANAGEMENT OF
MARKETWATCH--Transfer Agency and Fund Accounting Services" in the Statement of
Additional Information for further information.)

PERFORMANCE INFORMATION

From time to time performance information for the Funds showing their
average annual total return, aggregate total return and/or yield may be
presented in advertisements, sales literature and shareholder reports. Such
performance figures are based on historical earnings and are not intended to
indicate future performance. Average annual total return will be calculated for
the period since the establishment of the Funds and will reflect the imposition
of the maximum sales charge. Average annual total return is measured by
comparing the value of an investment in a Fund at the beginning of the relevant
period to the redemption value of the investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions). Aggregate total return is calculated similarly to average annual
total return except that the return figure is aggregated over the relevant
period instead of annualized. Yield will be computed by dividing a Fund's net
investment income per share earned during a recent one-month period by that
Fund's per share maximum offering price (reduced by any undeclared earned income
expected to be paid shortly as a dividend) on the last day of the period and
annualizing the result.

In addition, from time to time a Fund may present its distribution rates in
supplemental sales literature that is accompanied or preceded by a prospectus
and in Shareholder reports. Distribution rates will be computed by dividing the
distribution per share made by a Fund over a twelve-month period by the maximum
offering price per share. The distribution rate includes both income and capital
gain dividends and does not reflect unrealized gains or losses. The distribution
rate differs from the yield, because it includes capital items which are often
non-recurring in nature, whereas yield does not include such items.

31
<PAGE>
Investors may also judge the performance of the Funds by comparing their
performance to the performance of other mutual funds with similar investment
objectives and relevant indices such as those prepared by Dow Jones & Co., Inc.,
Standard & Poor's Corporation, The Russell 2000 Index and Morningstar, Inc. and
to data prepared by Lipper Analytical Services, Inc. Comparisons may also be
made to indices or data published in Money Magazine, Forbes, Barron's, The Wall
Street Journal, The New York Times, Business Week, Pensions and Investments,
Fortune, Ibbotson Associates, Inc., U.S.A. Today, CDA/Wiesenberger, American
Banker, Institutional Investor and local newspapers. In addition to performance
information, general information about these Funds that appears in a publication
such as those mentioned above may be included in advertisements and in reports
to Shareholders. In addition to yield information, general information about the
Funds that appears in publications such as those mentioned above may also be
quoted or reproduced in advertisements or in reports to Shareholders. Additional
performance information is contained in the Funds' Annual Report, which is
available free of charge by calling the telephone number on the front page of
the prospectus.

Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results. Any fees charged by CFNB or any of its
affiliates with respect to customer accounts for investing in shares of
MarketWatch's Funds will not be included in performance calculations. Such fees,
if charged, will reduce the actual performance from that quoted. In addition, if
CFNB and BISYS voluntarily reduce all or part of their respective fees, as
further discussed below, the yield and total return of that Fund will be higher
than it would otherwise be in the absence of such voluntary fee reductions.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and annual financial
statements audited by independent public accountants.

As used in this Prospectus and in the Statement of Additional Information,
"assets belonging to a fund" means the consideration received by the fund upon
the issuance or sale of Shares in that fund, together with all income, earnings,
profits, and proceeds derived from the investment thereof, including any
proceeds from the sale, exchange, or liquidation of such investments, and any
funds or amounts derived from any reinvestment of such proceeds and any general
assets of MarketWatch not readily identified as belonging to a particular fund
that are allocated to the fund by MarketWatch's Board of Trustees. The Board of
Trustees may allocate such general assets in any manner it deems fair and
equitable. Determinations by the Board of Trustees of MarketWatch as to the
timing of the allocation of general liabilities and expenses and as to the
timing and allocable portion of any general assets with respect to the Funds are
conclusive.

As used in this Prospectus and in the Statement of Additional Information, a
"vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of that Fund present at a meeting at which the
holders of more than 50% of the votes attributable to Shareholders of record of
that Fund are represented in person or by proxy, or (b) the holders of more than
50% of the outstanding votes of Shareholders of that Fund.

Inquiries regarding a Fund may be directed in writing to MarketWatch at 3435
Stelzer Road, Columbus, Ohio 43219, or by calling toll free (800) 232-9091.

32
<PAGE>

[MARKETWATCH LOGO]
INVESTMENT ADVISER AND CUSTODIAN
Central Fidelity National Bank
1021 East Cary Street
Richmond, Virginia 23219 INTERMEDIATE FIXED
INCOME FUND

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services, Inc. FLEXIBLE INCOME FUND
3435 Stelzer Road
Columbus, Ohio 43219 VIRGINIA MUNICIPAL
BOND FUND

LEGAL COUNSEL
Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, Pennsylvania 19107

AUDITORS
KPMG Peat Marwick LLP
Two Nationwide Plaza
Suite 1600
Columbus, Ohio 43215

TABLE OF CONTENTS

PAGE
----
PROSPECTUS SUMMARY.................... 2
FEE TABLE............................. 3
FINANCIAL HIGHLIGHTS.................. 4
INVESTMENT OBJECTIVES, POLICIES AND
RISK CONSIDERATIONS................... 5
INVESTMENT RESTRICTIONS............... 12
VALUATION OF SHARES................... 14
HOW TO PURCHASE AND REDEEM SHARES..... 15
DIVIDENDS AND TAXES................... 23 Central Fidelity National Bank
MANAGEMENT OF MARKETWATCH............. 26 Richmond, Virginia
GENERAL INFORMATION................... 30 Investment Adviser

NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS IN BISYS FUND SERVICES, INC.
CONNECTION WITH THE OFFERING MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE FUNDS OR THEIR DISTRIBUTOR. THIS Prospectus dated March 29, 1996
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING
BY THE FUNDS OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

<PAGE>

MarketWatch Funds

Money Market Fund

Equity Fund

Intermediate Fixed Income Fund

Flexible Income Fund

Virginia Municipal Bond Fund

Statement of Additional Information

March 29, 1996

This Statement of Additional Information is not a prospectus, and should be read
in conjunction with the current prospectuses for the Money Market, Equity,
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds,
respectively, (collectively, the "Funds"), dated March 29, 1996 (the
"Prospectuses"), as supplemented or revised. The Money Market, Equity,
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds
are hereinafter referred to individually as the "Money Market Fund," the "Equity
Fund," the "Intermediate Fixed Income Fund," the "Flexible Income Fund," and the
"Virginia Municipal Bond Fund." The Virginia Municipal Bond Fund is a non-
diversified investment portfolio of MarketWatch Funds ("MarketWatch"). The
other Funds are diversified portfolios of MarketWatch. Much of the
information contained in this Statement of Additional Information expands upon
subjects discussed in the Prospectuses of the Funds. Capitalized terms not
defined herein are defined in such Prospectuses. The Funds are separate
investment portfolios of MarketWatch, an open-end management investment company
that currently consists of five separate investment portfolios. This Statement
of Additional Information is incorporated in its entirety into the Prospectuses.
Copies of the Prospectuses may be obtained by writing MarketWatch at 3435
Stelzer Road, Columbus, Ohio 43219 or by telephoning toll free at (800) 232-
9091.

<PAGE>
TABLE OF CONTENTS
-----------------

Page
----

INVESTMENT OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS . . . . . . . . . B-1

Additional Information on Portfolio Instruments . . . . . . . . . . B-1
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . B-12
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . B-14

NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-14
Valuation of the Funds . . . . . . . . . . . . . . . . . . . . . . . B-14

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . B-16
Illustration of Computation of the Public Offering Price . . . . . . B-16
Matters Affecting Redemption . . . . . . . . . . . . . . . . . . . . B-16

MANAGEMENT OF MARKETWATCH . . . . . . . . . . . . . . . . . . . . . . . . B-17

Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . B-17
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . B-19
Banking Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-20
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . B-21
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-22
Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-23
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-23
Transfer Agency and Fund Accounting Services . . . . . . . . . . . . B-23
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24
Legal Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . B-24
Description of Shares . . . . . . . . . . . . . . . . . . . . . . . B-24
Shareholder and Trustee Liability . . . . . . . . . . . . . . . . . B-25
Vote of a Majority of the Outstanding Shares . . . . . . . . . . . . B-26
Additional Tax Information - In General . . . . . . . . . . . . . . B-26
Additional Tax Information - The Virginia Municipal Bond Fund . . . B-28
Calculation of Performance Data . . . . . . . . . . . . . . . . . . B-29
Performance Comparisons . . . . . . . . . . . . . . . . . . . . . . B-33
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . B-34

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . FS-1

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

-2-

<PAGE>

No investment in Shares of the Funds should be made without first reading the
respective Prospectuses for the Funds.

INVESTMENT OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS
- -----------------------------------------------

The following policies supplement the investment objectives, policies, and
risk considerations of the Funds as set forth in their respective Prospectuses.

BANK OBLIGATIONS. The Equity, Intermediate Fixed Income , Flexible Income,
----------------
and Virginia Municipal Bond Funds may invest in bank obligations such as
bankers' acceptances, certificates of deposit, and time deposits.

Bankers' acceptances are negotiable drafts or bills of exchange typically
drawn by an importer or exporter to pay for specific merchandise, which are
"accepted" by a bank, meaning, in effect, that the bank unconditionally agrees
to pay the face value of the instrument on maturity. Bankers' acceptances
invested in by the Funds will be those guaranteed by domestic and foreign banks
having, at the time of investment, capital, surplus, and undivided profits in
excess of $100,000,000 (as of the date of their most recently published
financial statements).

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or a savings and loan association for a definite
period of time and earning a specified return. Certificates of deposit and time
deposits will be those of domestic and foreign banks and savings and loan
associations, if (a) at the time of investment the depository institution has
capital, surplus, and undivided profits in excess of $100,000,000 (as of the
date of its most recently published financial statements), or (b) the principal
amount of the instrument is insured in full by the Federal Deposit Insurance
Corporation.

COMMERCIAL PAPER. Commercial paper consists of unsecured promissory notes
----------------
issued by corporations. Issues of commercial paper normally have maturities of
less than nine months and fixed rates of return.

The Equity, Intermediate Fixed Income, Flexible Income, and Virginia
Municipal Bond Funds may purchase commercial paper consisting of issues rated at
the time of purchase in the top rating category by a nationally recognized
statistical rating organization ("NRSRO"). These Funds may also invest in
unrated commercial paper determined by Central Fidelity National Bank ("CFNB")
under guidelines established by MarketWatch's Board of Trustees, to be of
comparable quality.

VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand notes,
-----------------------------------
in which the Equity, Intermediate Fixed Income, Flexible Income, and Virginia
Municipal Bond Funds may invest, are unsecured demand notes that permit the
indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate according to the

-3-

<PAGE>

terms of the instrument. Because master demand notes are direct lending
arrangements between a Fund and the issuer, they are not normally traded.
Although there may be no secondary market in the notes, a Fund may demand
payment of principal and accrued interest at any time. CFNB will consider the
earning power, cash flow, and other liquidity ratios of the issuers of such
notes and will continuously monitor their financial status and ability to meet
payment on demand. In determining average weighted portfolio maturity, a
variable amount master demand note will be deemed to have a maturity equal to
the longer of the period of time remaining until the next interest rate
adjustment or the period of time remaining until the principal amount can be
recovered from the issuer through demand.

VARIABLE AND FLOATING RATE NOTES. The Equity Fund, Intermediate Fixed
--------------------------------
Income, Flexible Income, and Virginia Municipal Bond Funds may acquire variable
and floating rate notes subject to their respective investment objectives,
policies, and restrictions. A variable rate note is one whose terms provide for
the adjustment of its interest rate on set dates and which, upon such
adjustment, can reasonably be expected to have a market value that approximates
its par value. A floating rate note is one whose terms provide for the
adjustment of its interest rate whenever a specified interest rate changes and
which, at any time, can reasonably be expected to have a market value that
approximates its par value. Such notes are frequently not rated by credit rating
agencies, however, a Fund may purchase unrated variable and floating rate notes
determined by CFNB, under guidelines approved by MarketWatch's Board of
Trustees, to be of comparable quality at the time of purchase to rated
instruments eligible for purchase under such Fund's investment policies. In
making such determinations, CFNB will consider the earning power, cash flow ,
and other liquidity ratios of the issuers of such notes (such issuers include
financial, merchandising, bank holding, and other companies) and will
continuously monitor their financial condition. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by a Fund, the Fund may resell the note at any time to a third party.
The absence of an active secondary market, however, could make it difficult for
a Fund to dispose of a variable or floating rate note in the event the issuer of
the note were to default on its payment obligations, and the Fund could, as a
result or for other reasons, suffer a loss to the extent of the default.
Variable or floating rate notes may be secured by bank letters of credit.

U.S. GOVERNMENT OBLIGATIONS. The Money Market Fund will invest exclusively
---------------------------
in bills, notes, and bonds issued by the U.S. Treasury, as well as "stripped"
U.S. Treasury obligations ("Stripped Treasury Securities") subject to its
investment objective and policies. The Equity, Intermediate Fixed Income,
Flexible Income, and Virginia Municipal Bond Funds may invest in obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, including U.S. Treasury Obligations and the Stripped Treasury
Securities described below. Obligations of certain agencies and
instrumentalities of the U.S. Government are supported by the full faith and
credit of the U.S. Treasury; others are supported by the right of the issuer to
borrow from the Treasury; others are supported by the discretionary authority of
the U.S. Government to purchase the agency's obligations; and still others are
supported only by the credit of the instrumentality. No assurance can be given
that the U.S. Government would

-4-

<PAGE>
provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law.

STRIPPED TREASURY SECURITIES. Stripped Treasury Securities are U.S.
----------------------------
Treasury securities that have been stripped of their unmatured interest coupons
(which typically provide for interest payments semi-annually), such interest
coupons that have been stripped from such U.S. Treasury securities, and receipts
and certificates for such stripped debt obligations and stripped coupons.
Stripped bonds are sold at a deep discount because the buyer of those securities
receives only the right to receive a future fixed payment on the security and
does not receive any rights to periodic interest payments on the security.

Stripped Treasury Securities may include (1) coupons stripped from U.S.
Treasury bonds, which may be held through the Federal Reserve Bank's book-entry
system called "Separate Trading of Registered Interest and Principal of
Securities" ("STRIPS") or through a program entitled "Coupon Under Book-Entry
Safekeeping" ("CUBES") or (2) U.S. Treasury securities that are stripped by
investment banks and sold under proprietary names. A number of investment banks
have stripped the interest coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" ("TIGRs") and "Certificate of Accrual on Treasuries"
("CATS"). Such securities may not be as liquid as STRIPS and CUBES and are not
viewed by the staff of the Securities and Exchange Commission (the "Commission")
as U.S. government securities for purposes of the Investment Company Act of
1940, as amended (the "1940 Act").

The U.S. Government does not issue Stripped Treasury Securities directly.
The STRIPS program, which is ongoing, is designed to facilitate the secondary
market in the stripping of selected U.S. Treasury notes and bonds into separate
interest and principal components. Under the program, the U.S. Treasury
continues to sell its notes and bonds through its customary auction process. A
purchaser of those specified notes and bonds who has access to a book-entry
account at a Federal Reserve bank, however, may separate the Treasury notes and
bonds into interest and principal components. The selected Treasury securities
thereafter may be maintained in the book-entry system operated by the Federal
Reserve in a manner that permits the separate trading and ownership of the
interest and principal payments.

CUBES, like STRIPS, are direct obligations of the U.S. Government. CUBES
are coupons previously physically stripped from U.S. Treasury notes and bonds,
but deposited with the Federal Reserve Bank's book-entry system and currently
carried and transferable in book-entry form only. Only stripped U.S. Treasury
coupons maturing on or after January 15, 1988, and stripped prior to January 5,
1987, were eligible for conversion to book-entry form under the CUBES program.

By agreement, the underlying debt obligations are held separate from the
general assets of the custodian and nominal holder of such securities, and are
not subject to any right, charge, security interest, lien, or claim of any kind
in favor of or against the custodian or any person claiming through the
custodian, and the custodian is responsible for applying all payments

-5-

<PAGE>
received on those underlying debt obligations to the related receipts or
certificates without making any deductions other than applicable tax
withholding. The custodian is required to maintain insurance for the protection
of holders of receipts or certificates in customary amounts against losses
resulting from the custody arrangement due to dishonest or fraudulent action by
the custodian's employees. The holders of receipts or certificates, as the real
parties in interest, are entitled to the rights and privileges of the underlying
debt obligations, including the right, in the event of default in payment of
principal or interest to proceed individually against the issuer without acting
in concert with other holders of those receipts or certificates or the
custodian.

FOREIGN INVESTMENT. As stated in its Prospectus, the Equity Fund may,
------------------
subject to its investment objective and policies, invest indirectly and directly
in such foreign securities as ADRs and EDRs and in securities issued by foreign
branches of U.S. banks and foreign banks, in Canadian commercial paper, and in
Europaper (U.S. dollar-denominated commercial paper of a foreign issuer). The
Equity Fund intends to limit its investment in foreign securities to less than
5% of its total assets. Investments in foreign securities may subject the Equity
Fund to investment risks that differ in some respects from those related to
investment in obligations of U.S. domestic issuers. Such risks include future
adverse political and economic developments, possible seizure, nationalization,
or expropriation of foreign investments, less stringent disclosure requirements,
the possible establishment of exchange controls or taxation at the source, and
the adoption of other foreign governmental restrictions. Additional risks
include currency exchange risks, less publicly available information, the risk
that companies may not be subject to the accounting, auditing, and financial
reporting standards and requirements of U.S. companies. Foreign issuers of
securities or obligations are often subject to accounting treatment and engage
in business practices different from those respecting domestic issuers of
similar securities or obligations. Foreign branches of U.S. banks and foreign
banks may be subject to less stringent reserve requirements than those
applicable to domestic branches of U.S. banks.

CALL OPTIONS. The Equity Fund may write (sell) covered call options and
------------
purchase options to close out options previously written by it. Such options
must be listed on a National Securities Exchange and issued by the Options
Clearing Corporation. The purpose of writing covered call options is to generate
additional premium income for the Equity Fund. This premium income should serve
to enhance the Equity Fund's total return and should reduce the effect of any
price decline of the security involved in the option. Covered call options will
generally be written on securities which, in CFNB's opinion, are not expected to
make any major price moves in the near future but which, over the long term, are
deemed to be attractive investments for the Equity Fund.

A call option gives the holder (buyer) the right to purchase a security at
a specified price (the exercise price) at any time until a certain date (the
expiration date). So long as the obligation of the writer of a call option
continues, it may be assigned an exercise notice by the broker-dealer through
whom such option was sold, requiring the writer of the call option to deliver
the underlying security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing

-6-

<PAGE>
purchase transaction by repurchasing an option identical to that previously
sold. To secure the obligation to deliver the underlying security in the case of
a call option, a writer is required to deposit in escrow the underlying security
or other assets in accordance with the rules of the Options Clearing
Corporation. The Equity Fund will write only covered call options. This means
that the Equity Fund will only write a call option on a security which it
already owns. (In order to comply with the requirements of the securities laws
in several states, the Equity Fund will not write a covered call option if, as a
result, the aggregate market value of all portfolio securities covering all call
options or subject to put options exceeds 25% of the market value of its net
assets.)

Securities on which call options may be written will be purchased solely on
the basis of investment considerations consistent with the Equity Fund's
investment objective. The writing of covered call options is a conservative
investment technique believed to involve relatively little risk (in contrast to
the writing of naked or uncovered options, which the Equity Fund will not do),
but capable of enhancing the Equity Fund's total return. When writing a covered
call option, the Equity Fund, in return for the premium, gives up the
opportunity for profit from a price increase in the underlying security above
the exercise price, but retains the risk of loss should the price of the
security decline. Unlike the case of owning securities not subject to an option,
the Equity Fund has no control over when it may be required to sell the
underlying securities, since it may be assigned an exercise notice at any time
prior to the expiration of its obligation as a writer. If a call option which
the Equity Fund has written expires, the Equity Fund will realize a gain in the
amount of the premium; however, such gain may be offset by a decline in the
market value of the underlying security during the option period. If the call
option is exercised, the Equity Fund may realize a gain or loss from the sale of
the underlying security. The security covering the call will be maintained in a
segregated account of the Equity Fund's Custodian. The Equity Fund does not
consider a security covered by a call to be pledged as that term is used in its
policy which limits the pledging or mortgaging of its assets.

The premium received is the market value of an option. The premium the
Equity Fund receives from writing a call option reflects, among other things,
the current market price of the underlying security, the relationship of the
exercise price to such market price, the historical price volatility of the
underlying security, and the length of the option period. Once the decision to
write a call option has been made, CFNB, in determining whether a particular
call option should be written on a particular security, will consider the
reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for such option. The premium received by the Equity
Fund for writing covered call options is recorded as a liability in the Fund's
statement of assets and liabilities. This liability is adjusted daily to the
option's current market value, which is the latest sale price at the time at
which the net asset value per share of the Equity Fund is computed (the close of
regular trading of the New York Stock Exchange), or, in the absence of such
sale, the latest bid price. The liability is extinguished upon expiration of the
option, the purchase of an identical option in a closing transaction, or
delivery of the underlying security upon the exercise of the option.

-7-

<PAGE>
Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security from being called, or
to permit the sale of the underlying security. Furthermore, effecting a closing
transaction will permit the Equity Fund to write another call option on the
underlying security with either a different exercise price or expiration date or
both. If the Equity Fund desires to sell a particular security from its
portfolio on which it has written a call option, it will seek to effect a
closing transaction prior to, or concurrently with, the sale of the security.
There is, of course, no assurance that the Equity Fund will be able to effect
such closing transactions at a favorable price. If the Equity Fund cannot enter
into such a transaction, it may be required to hold a security that it might
otherwise have sold, in which case it would continue to be at market risk on the
security. This could result in higher transaction costs. The Equity Fund will
pay transaction costs in connection with the closing transactions described
above. Such transaction costs are normally higher than those applicable to
purchases and sales of portfolio securities.

Call options written by the Equity Fund normally have expiration dates of
less than nine months from the date written. The exercise price of the options
may be below, equal to, or above the current market values of the underlying
securities at the time the options are written. From time to time, the Equity
Fund may purchase an underlying security for delivery in accordance with an
exercise notice of a call option assigned to it, rather than delivering such
security from its portfolio. In such cases, additional costs will be incurred.

The Equity Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market price
of a call option generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by the Equity Fund.

PUTS. The Intermediate Fixed Income Fund and the Flexible Income Fund may
----
acquire puts with respect to debt securities held in their portfolios and the
Virginia Municipal Bond Fund may acquire puts with respect to Municipal
Securities held in its portfolio. A put is a right to sell a specified security
(or securities) within a specified period of time at a specified exercise price.
The Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond
Funds may sell, transfer, or assign a put only in conjunction with the sale,
transfer, or assignment of the underlying security or securities.

The amount payable to a Fund upon its exercise of a put is normally the par
value of the security subject to the put. A Fund may acquire puts to facilitate
the liquidity of the portfolio assets. Puts may also be used to facilitate the
reinvestment of assets at a rate of return more favorable than that of the
underlying security. Puts may, under certain circumstances, also be used to
shorten the maturity of underlying variable rate or floating rate securities for
purposes of calculating the remaining maturity of those securities and the
dollar-weighted average portfolio maturity of a Fund's assets.

-8-

<PAGE>

The Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond
Funds will generally acquire puts only where the puts are available without the
payment of any direct or indirect consideration. However, if necessary or
advisable, a Fund may pay for puts either separately in cash or by paying a
higher price for portfolio securities which are acquired subject to the puts
(thus reducing the yield to maturity otherwise available for the same
securities).

The Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond
Funds intend to enter into puts only with dealers, banks, and broker-dealers
which, in CFNB's opinion, present minimal credit risks.

INDEX OPTIONS. The Intermediate Fixed Income, Flexible Income, and Virginia
-------------
Municipal Bond Funds may also purchase or sell index options for hedging
purposes only. Index options (or options on securities indices) are similar in
many respects to options on securities except that an index option gives the
holder the right to receive, upon exercise, cash instead of securities, if the
closing level of the securities index upon which the option is based is greater
than, in the case of a call, or less than, in the case of a put, the exercise
price of the option.

The use of index options will serve as a hedging strategy, i.e., a strategy
to offset the investment risk associated with holding positions in a Fund's
portfolio securities. The use of index options entails the risk that trading in
such options may be interrupted if trading in certain securities included in the
index is interrupted. Such options will not be purchased unless CFNB believes
the market is sufficiently developed such that the risk of trading in such
options is no greater than the risk of trading in options on securities.

Price movements in a Fund's portfolio may not correlate precisely with
movements in the level of an index and, therefore, the use of index options
cannot serve as a complete hedge. Because index options require settlement in
cash, CFNB may be forced to liquidate portfolio securities to meet settlement
obligations.

WHEN-ISSUED SECURITIES. As discussed in the Prospectuses, Equity,
----------------------
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds
may purchase securities on a when-issued basis (i.e., for delivery beyond the
----
normal settlement date at a stated price and yield). When a Fund agrees to
purchase securities on a when-issued basis, the Custodian will set aside cash or
liquid portfolio securities equal to the amount of the commitment in a separate
account. Normally, the Custodian will set aside portfolio securities to satisfy
the purchase commitment, and in such a case, a Fund may be required subsequently
to place additional assets in the separate account in order to assure that the
value of the account remains equal to the amount of the Fund's commitment. It
may be expected that a Fund's net assets will fluctuate to a greater degree when
it sets aside portfolio securities to cover such purchase commitments than when
it sets aside cash. In addition, because a Fund will set aside cash or liquid
portfolio securities to satisfy its purchase commitments in the manner described
above,

-9-

<PAGE>

such Fund's liquidity and the ability of CFNB to manage it might be affected in
the event its commitments to purchase when-issued securities ever exceeded 25%
of the value of its assets.

When a Fund engages in when-issued transactions, it relies on the seller to
consummate the trade. Failure of the seller to do so may result in a Fund
incurring a loss or missing the opportunity to obtain a price considered to be
advantageous. The Funds will engage in when-issued delivery transactions only
for the purpose of acquiring portfolio securities consistent with the Funds'
investment objectives and policies and not for investment leverage.

MORTGAGE-RELATED SECURITIES. The Intermediate Fixed Income and Flexible
---------------------------
Income Funds may, consistent with their investment objectives and policies,
invest in mortgage-related securities issued or guaranteed by the U.S.
Government, its agencies, or instrumentalities. The Funds may, in addition,
invest in mortgage-related securities issued by nongovernmental entities;
provided, however, that to the extent that a Fund purchases mortgage-related
securities from such issuers which may, solely for purposes of Section 12 of the
1940 Act, be deemed to be investment companies, a Fund's investment in such
securities will be subject to the limitations on investments in investment
company securities set forth below under "Investment Restrictions." Mortgage-
related securities, for purposes of the Funds' Prospectus and this Statement of
Additional Information, represent pools of mortgage loans assembled for sale to
investors by various governmental agencies such as the Government National
Mortgage Association and government-related organizations such as the Federal
National Mortgage Association and the Federal Home Loan Mortgage Corporation, as
well as by nongovernmental issuers such as commercial banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies.
Although certain mortgage-related securities are guaranteed by a third party or
otherwise similarly secured, the market value of the security, which may
fluctuate, is not so secured.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities issued by
the Government National Mortgage Association ("GNMA") include GNMA Mortgage
Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest by GNMA and such guarantee is
backed by the full faith and credit of the United States. GNMA is a wholly-owned
U.S. government corporation within the Department of Housing and Urban Develop-
ment. GNMA certificates also are supported by the authority of GNMA to borrow
Funds from the U.S. Treasury to make payments under its guarantee. Mortgage-
related securities issued by the Federal National Mortgage Association ("FNMA")
include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes") which are solely the obligations of the FNMA and are not backed
by or entitled to the full faith and credit of the United States. The FNMA is a
government-sponsored organization owned entirely by private stockholders. Fannie
Maes are guaranteed as to timely payment of the principal and interest by FNMA.
Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation
("FHLMC") include FHLMC Mortgage Participation Certificates (also known as
"Freddie Macs" or "PCs"). The FHLMC is a corporate instrumentality of the United
States, created pursuant to an Act of

-10-

<PAGE>
Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are
not guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying mortgage loans. When
the FHLMC does not guarantee timely payment of principal, FHLMC may remit the
amount due on account of its guarantee of ultimate payment of principal at any
time after default on an underlying mortgage, but in no event later than one
year after it becomes payable.

The Intermediate Fixed Income Fund and the Flexible Income Fund may invest
in mortgage-related securities which are collateralized mortgage obligations
("CMOs") structured on pools of mortgage pass-through certificates or mortgage
loans. The CMOs in which the Intermediate Fixed Income Fund and the Flexible
Income Fund may invest represent securities issued by a private corporation or a
U.S. Government instrumentality that are backed by a portfolio of mortgages or
mortgage-backed securities held under an indenture. The issuer's obligations to
make interest and principal payments is secured by the underlying portfolio of
mortgages or mortgage-backed securities. CMOs are issued with a number of
classes or series which have different maturities and which may represent
interests in some or all of the interest or principal on the underlying
collateral or a combination thereof. CMOs of different classes are generally
retired in sequence as the underlying mortgage loans in the mortgage pool are
repaid. In the event of sufficient early prepayments on such mortgages, the
class or series of a CMO first to mature generally will be retired prior to its
maturity. Thus, the early retirement of a particular class or series of a CMO
held by a Fund would have the same effect as the prepayment of mortgages
underlying a mortgage-backed pass-through security.

SECURITIES OF OTHER INVESTMENT COMPANIES. To the extent permitted by the
----------------------------------------
1940 Act and the Commission, each Fund may invest in securities issued by other
funds, including those advised by CFNB. Each Fund currently intends to limit its
investments so that, as determined immediately after a securities purchase is
made: (a) not more than 5% of the value of its total assets will be invested in
the securities of any one investment company; (b) not more than 10% of the value
of its total assets will be invested in the aggregate in securities of
investment companies as a group; (c) not more than 3% of the outstanding voting
stock of any one investment company will be owned by any of the Funds; and (d)
not more than 10% of the outstanding voting stock of any one investment company
will be owned in the aggregate by the Funds. As a shareholder of another
investment company, a Fund would generally bear, along with other shareholders,
its pro rata portion of that company's expenses, including advisory fees. These
expenses would be in addition to the advisory and other expenses that the Fund
bears directly in connection with its own operations. Investment companies in
which a Fund may invest may also impose distribution or other charges in
connection with the purchase or redemption of their shares and other types of
charges. Such charges will be payable by the Funds and, therefore, will be borne
directly by Shareholders.

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<PAGE>

REPURCHASE AGREEMENTS. Securities held by each Fund may be subject to
---------------------
repurchase agreements. Under the terms of a repurchase agreement, a Fund would
acquire securities from member banks of the Federal Deposit Insurance
Corporation and registered broker-dealers which CFNB deems creditworthy under
guidelines approved by MarketWatch's Board of Trustees, subject to the seller's
agreement to repurchase such securities at a mutually agreed-upon date and
price. The repurchase price would generally equal the price paid by a Fund plus
interest negotiated on the basis of current short-term rates, which may be more
or less than the rate on the underlying portfolio securities. The seller under a
repurchase agreement would be required to maintain continually the value of
collateral held pursuant to the agreement at an amount equal to at least the
repurchase price (including accrued interest). The securities held subject to
repurchase agreements may bear maturities exceeding the maximum maturity
specified for a Fund, provided each repurchase agreement matures in one year or
less. If the seller were to default on its repurchase obligation or become
insolvent, a Fund holding such obligation would suffer a loss to the extent that
the proceeds from a sale of the underlying portfolio securities were less than
the repurchase price under the agreement, or to the extent that the disposition
of such securities by the Fund were delayed pending court action. Additionally,
there is no controlling legal precedent confirming that a Fund would be
entitled, as against a claim by such seller or its receiver or trustee in
bankruptcy, to retain the underlying securities, although the Board of Trustees
of MarketWatch believes that, under the regular procedures normally in effect
for custody of a Fund's securities subject to repurchase agreements and under
federal laws, a court of competent jurisdiction would rule in favor of
MarketWatch if presented with the question. Securities subject to repurchase
agreements will be held by that Fund's Custodian or another qualified custodian.
Repurchase agreements are considered to be loans by a Fund under the 1940 Act.

REVERSE REPURCHASE AGREEMENTS. As discussed in the Prospectuses, each Fund
-----------------------------
may borrow Funds for temporary purposes by entering into reverse repurchase
agreements in accordance with that Fund's investment restrictions. Pursuant to
such agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase the
securities at a mutually agreed-upon date and price. The Money Market and Equity
Funds intend to enter into reverse repurchase agreements only to avoid otherwise
selling securities during unfavorable market conditions to meet redemptions. At
the time a Fund enters into a reverse repurchase agreement, it will place in a
segregated custodial account assets such as U.S. government securities or other
liquid, high grade debt securities consistent with the Fund's investment
restrictions having a value equal to the repurchase price (including accrued
interest), and will subsequently continually monitor the account to ensure that
such equivalent value is maintained at all times. Reverse repurchase agreements
involve the risk that the market value of the securities sold by a Fund may
decline below the price at which a Fund is obligated to repurchase the
securities. Reverse repurchase agreements are considered to be borrowings by a
Fund under the 1940 Act.

SECURITIES LENDING. In order to generate additional income, each Fund may,
------------------
from time to time, subject to its investment objective and policies, lend its
portfolio securities to broker-dealers, banks, or institutional borrowers of
securities pursuant to agreements requiring

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<PAGE>

that the loans be secured by collateral equal in value to 102% of the value of
the securities loaned. Collateral for loans of portfolio securities must consist
of cash or U.S. government securities. This collateral will be valued daily by
CFNB. Should the market value of the loaned securities increase, the borrower is
required to furnish additional collateral to that Fund. During the time
portfolio securities are on loan, the borrower pays that Fund any dividends or
interest received on such securities. Loans are subject to termination by such
Fund or the borrower at any time. While a Fund does not have the right to vote
securities on loan, each Fund intends to terminate the loan and regain the right
to vote if that is considered important with respect to the investment. While
the lending of securities may subject a Fund to certain risks, such as delays or
an inability to regain the securities in the event the borrower were to default
or enter into bankruptcy, the Fund will have the contract right to retain the
collateral described above. A Fund will enter into loan agreements only with
broker-dealers, banks, or other institutions that CFNB has determined are
creditworthy under guidelines established by MarketWatch's Board of Trustees.

MUNICIPAL SECURITIES. As stated in its Prospectus, the assets of the
--------------------
Virginia Municipal Bond Fund will be primarily invested in obligations
consisting of bonds, notes, commercial paper, and certificates of indebtedness,
issued by or on behalf of the Commonwealth of Virginia, its political
subdivisions, municipalities, and public authorities, the interest on which in
the opinion of bond counsel to the issuer, is exempt from federal individual
income tax and Virginia income tax and debt obligations issued by the Government
of Puerto Rico or the U.S. territories and possessions of Guam and the U.S.
Virgin Islands and such other governmental entities whose debt obligations,
either by law or treaty, generate interest income that is exempt from federal
and Virginia income taxes ("Municipal Securities"). A portion of the interest
from certain Municipal Securities may be treated as a preference item for
purposes of the federal alternative minimum tax. Under normal market conditions,
at least 80% of the net assets of the Virginia Municipal Bond Fund will be
invested in Municipal Securities and 65% of the net assets of such Fund will be
invested in Municipal Securities issued by or on behalf of the Commonwealth of
Virginia, its political subdivisions, municipalities, and public authorities.

Municipal Securities include debt obligations issued by governmental
entities to obtain Funds for various public purposes, such as the construction
of a wide range of public facilities, the refunding of outstanding obligations,
the payment of general operating expenses, and the extension of loans to other
public institutions and facilities. Private activity bonds that are issued by or
on behalf of public authorities to finance various privately-operated facilities
are included within the term Municipal Securities if the interest paid thereon
is exempt from both regular federal income tax and Virginia income taxes
although such interest may be treated as a specific tax preference item under
the federal alternative minimum tax.

Other types of Municipal Securities which the Virginia Municipal Bond Fund
may purchase are short-term general obligation notes, tax anticipation notes,
bond anticipation notes, revenue anticipation notes, tax-exempt commercial
paper, and other forms of short-term tax-exempt loans. Such instruments are
issued with a short-term

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<PAGE>
maturity usually in anticipation of the receipt of tax funds, the issues of bond
placements, or other revenues.

As described in the Prospectus, the two principal classifications of
Municipal Securities consist of general obligation and revenue issues. There
are, of course, variations in the quality of Municipal Securities, both within a
particular classification and between classifications, and the yields on
Municipal Securities depend upon a variety of factors, including general money
market conditions, the financial condition of the issuer, general conditions of
the municipal bond market, the size of a particular offering, the maturity of
the obligation, and the rating of the issue. The ratings of the individual
NRSROs represent their opinions as to the quality of Municipal Securities. It
should be emphasized, however, that ratings are general and are not absolute
standards of quality, and securities with the same maturity, interest rate and
rating may have different yields, while securities of the same maturity and
interest rate with different ratings may have the same yield. Subsequent to
purchase, an issue of Municipal Securities may cease to be rated or its rating
may be reduced below the minimum rating required for purchase. CFNB will
consider such an event in determining whether the Fund should continue to hold
the obligation.

An issuer's obligations are subject to the provisions of bankruptcy,
insolvency, and other laws affecting the rights and remedies of creditors, such
as the federal bankruptcy code, and laws, if any, which may be enacted by
Congress or state legislatures extending the time for payment of principal or
interest, or both, or imposing other constraints upon the enforcement of such
obligations or upon the ability of municipalities to levy taxes. The power or
ability of an issuer to meet its obligations for the payment of interest on and
principal of its Municipal Securities may be materially adversely affected by
litigation or other conditions.

INVESTMENT RESTRICTIONS
- -----------------------

In addition to the fundamental investment restrictions set forth in the
Prospectuses, each Fund may not:

1. Underwrite the securities issued by other persons, except to the
extent that a Fund may be deemed to be an underwriter under certain
securities laws in the disposition of restricted securities;

2. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current Prospectuses of the Funds;

3. Purchase or sell real estate (although investments by the Equity,
Intermediate Fixed Income, and Flexible Income Funds in marketable
securities of companies engaged in such activities are not prohibited
by this restriction);

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<PAGE>
The following additional investment restrictions may be changed with
respect to a particular Fund without the vote of a majority of the outstanding
Shares of that Fund. Each Fund may not:

1. Enter into repurchase agreements with maturities in excess of seven
days if such investments, together with other instruments in that Fund
that are not readily marketable or are otherwise illiquid, exceed 15%
of that Fund's net assets (10% for the Money Market Fund).

2. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities;

3. Engage in any short sales;

4. Purchase participation or direct interests in oil, gas, or other
mineral exploration or development programs including oil, gas, or
mineral leases (although investments by the Equity, Intermediate Fixed
Income, and Flexible Income Funds in marketable securities of
companies engaged in such activities are not prohibited in this
restriction);

5. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, reorganization,
or to the extent permitted by the 1940 Act and the Commission.

6. Purchase or retain the securities of an issuer if, to the knowledge of
the Fund's management, the officers or trustees of MarketWatch, and
the officers or directors of CFNB, who each owns beneficially more
than 0.5% of the outstanding securities of such issuer, together own
beneficially more than 5% of such securities;

7. Invest more than 5% of total assets in puts, calls, straddles,
spreads, or any combination thereof; and

8. Invest more than 5% of total assets in securities of issuers which,
together with any predecessors, have a record of less than three years
of continuous operation; and

9. In addition, the Equity Fund will not invest more than 5% of total
assets in warrants; provided, however, that the Fund may include
within such amount (but not in excess of 2% of the value of the Fund's
total assets) warrants that are not listed on the New York or American
Stock Exchange. For purposes of this restriction, warrants acquired in
units or attached to other securities will be deemed to be without
value. The Trust intends to comply with this restriction for so long
as shares of the Equity Fund are registered in Texas.

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<PAGE>
If any percentage restriction described above is satisfied at the time of
investment, a later increase or decrease in such percentage resulting from a
change in asset value will not constitute a violation of such restriction.

PORTFOLIO TURNOVER
- ------------------

The portfolio turnover rate for each of the Funds is calculated by dividing
the lesser of a Fund's purchases or sales of portfolio securities for the year
by the monthly average value of the portfolio securities. The calculation
excludes all securities whose remaining maturities at the time of acquisition
were one year or less.

Because the Money Market Fund intends to invest entirely in short-term
securities with maturities of 397 days or less and because such securities are
excluded by the Commission from the calculation of the portfolio turnover rate,
the portfolio turnover with respect to the Money Market Fund is expected to be
zero percent for regulatory purposes.

NET ASSET VALUE

As indicated in the Prospectuses, the net asset value of each Fund is
determined and the Shares of each Fund are priced as of the Valuation Times
applicable to such Fund on each Business Day of MarketWatch.

VALUATION OF THE FUNDS
- ----------------------

VALUATION OF THE MONEY MARKET FUND. As stated in its Prospectus, in
----------------------------------
computing the net asset value of its Shares for purposes of sales and
redemptions, the Money Market Fund uses the amortized cost method of valuation.
Under this method, such Fund values each of its portfolio securities at cost on
the date of purchase and thereafter assumes a constant proportionate accretion
of any discount or amortization of any premium until maturity of the security.
As a result, the value of a portfolio security for purposes of determining net
asset value normally does not change in response to fluctuating interest rates.
While the amortized cost method seems to provide certainty in portfolio
valuation, it may result in valuations for such Fund's securities which are
higher or lower than the market value of such securities.

In connection with its use of amortized cost valuation, such Fund limits
the dollar-weighted average maturity of its portfolio to not more than 90 days
and does not purchase any instrument with a remaining maturity (as defined by
the Commission's regulations) of more than 397 days. MarketWatch's Board of
Trustees has also established procedures, pursuant to rules promulgated by the
Commission, that are intended to stabilize the net asset value per share of such
Fund for purposes of sales and redemptions at $1.00. Such procedures include the
determination at such intervals as the Board deems appropriate, of the extent,
if any, to which such Fund's net asset value per share calculated by using
available market quotations deviates from $1.00 per share. In the event such
deviation exceeds 1/2 of 1% with respect to the Fund, the Board will promptly
consider what action, if any, should be initiated. If the Board believes that
the amount of any

-16-

<PAGE>
deviation from the $1.00 amortized cost price per share of the Fund may result
in material dilution or other unfair results to investors or existing
Shareholders, it will take such steps as it considers appropriate to eliminate
or reduce to the extent reasonably practicable any such dilution or unfair
results. These steps may include selling portfolio instruments prior to
maturity; shortening the Fund's average portfolio maturity; withholding or
reducing dividends; redeeming shares in kind; or utilizing a net asset value per
share determined by using available market quotations.

VALUATION OF THE EQUITY, INTERMEDIATE FIXED INCOME, FLEXIBLE INCOME FUND, AND
- -----------------------------------------------------------------------------
VIRGINIA MUNICIPAL BOND FUNDS. Among the factors that will be considered, if
- -----------------------------
they apply, in valuing portfolio securities held by the Equity, Intermediate
Fixed Income, Flexible Income, and Virginia Municipal Bond Funds are the
existence of restrictions upon the sale of the security by the Fund, the absence
of a market for the security, the extent of any discount in acquiring the
security, the estimated time during which the security will not be freely
marketable, the expenses of registering or otherwise qualifying the security for
public sale, underwriting commissions if underwriting would be required to
effect a sale, the current yields on comparable securities for debt obligations
traded independently of any equity equivalent, changes in the financial
condition and prospects of the issuer, and any other factors affecting fair
value. In making valuations, opinions of counsel may be relied upon as to
whether or not securities are restricted securities and as to the legal
requirements for public sale.

CFNB may use a pricing service to value certain portfolio securities where
the prices provided are believed to reflect the fair market value of such
securities. A pricing service would normally consider such factors as yield,
risk, quality, maturity, type of issue, trading characteristics, special
circumstances, and other factors it deems relevant in determining valuations of
normal institutional trading units of debt securities and would not rely
exclusively on quoted prices. The methods used by the pricing service and the
valuations so established will be reviewed by CFNB under the general supervision
of MarketWatch's Board of Trustees. Several pricing services are available, one
or more of which may be used by CFNB from time to time.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

ILLUSTRATION OF COMPUTATION OF THE PUBLIC OFFERING PRICE
- --------------------------------------------------------

An illustration of the computation of the public offering price per Share
of each of the Funds based on the value of the Funds' total net assets and total
number of Shares outstanding on November 30, 1995 is as follows:

-17-

<PAGE>

<TABLE><CAPTION>
Intermediate Flexible Virginia
Money Market Equity Fixed Income Income Municipal
Fund Fund Fund Fund Bond Fund
------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Assets . . . . . . . . . $13,444,842 $119,484,376 $35,795,930 $20,863,915 $54,041,440

Number of Shares Outstanding $13,445,341 $ 9,279,318 $ 3,555,612 $2,080,607 $ 5,269,930
=========== ============= =========== =========== ===========

Net Asset Value Per Share . . $1.00 $12.88 $10.07 $10.03 $10.25

Sales Charge, 4.50%
of offering price (4.71%
of net asset value
per share) with respect to
Equity, Intermediate Fixed
Income, Flexible Income, and
Virginia Municipal Bond Funds $ .00(1) $ .61 $ .47 $ .47 $ .48
---- ---- ---- ---- ----

Offering Price to Public . . $1.00 $13.49 $10.54 $10.50 $10.73
==== ===== ===== ====== =====

</TABLE>

(1) The Money Market Fund does not have a sales charge.

MATTERS AFFECTING REDEMPTION
- ----------------------------

Shares in each of MarketWatch's Funds are sold on a continuous basis by
BISYS Fund Services, Inc. ("BISYS"), and BISYS has agreed to use appropriate
efforts to solicit all purchase orders. In addition to purchasing Shares
directly from BISYS, Shares may be purchased through procedures established by
BISYS in connection with the requirements of accounts at CFNB or CFNB's affili-
ated entities (collectively, "Entities"). Customers purchasing Shares of the
Funds may include officers, directors, or employees of CFNB or the Entities.

Under the 1940 Act, a Fund may suspend the right of redemption or postpone
the date of payment upon redemption for any period during which the New York
Stock Exchange is closed, other than customary weekend and holiday closings, or
during which trading on said Exchange is restricted, or during which (as
determined by the Commission by rule or regulation) an emergency exists as a
result of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the Commission may permit. (A Fund may
also suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.) Each Fund is obligated to redeem
shares solely in cash up to $250,000 or 1% of such Fund's net asset value,
whichever is less, for any one Shareholder within a 90-day period. Any
redemption beyond this amount will also be in cash unless the Board of Trustees
determines that conditions exist which make payment of redemption proceeds
wholly in cash unwise or undesirable. In such a case, a Fund may make payment
wholly or partly in securities or other property, valued in the same way as that
Fund determines net asset value. (See "NET ASSET VALUE - Valuation of the Funds
- - Valuation of the Money Market Fund" above for an example of when such
redemption or form of payment might be

-18-

<PAGE>
appropriate.) Redemption in kind is not as liquid as a cash redemption.
Shareholders who receive a redemption in kind may incur transaction costs, if
they sell such securities or property, and may receive less than the redemption
value of such securities or property upon sale, particularly where such
securities are sold prior to maturity.

MANAGEMENT OF MARKETWATCH

TRUSTEES AND OFFICERS
- ---------------------

Overall responsibility for management of MarketWatch rests with its Board
of Trustees, which is elected by the Shareholders of MarketWatch. The trustees
elect the officers of MarketWatch to supervise actively its day-to-day
operations. The trustees of MarketWatch and their principal occupations during
the past five years are set forth in the Prospectuses.

The following table summarizes the compensation for each of the Trustees
of MarketWatch for MarketWatch's fiscal year ended November 30, 1995:

Pension or
Retirement
Benefits Estimated
Aggregate Accrued Approval Total
Compensation as Part of Benefits Compensation
Name of from MarketWatch's Upon from the
Person, Position MarketWatch Expenses Retirement Company
- ---------------- ------------ ------------- ---------- ------------

J. David Huber $0 $0 $0 $0

Walter B. Grimm $0 $0 $0 $0

G.E.R. Stiles $4,500.00 $0 $0 $4,500.00

Alvin J. Schexnider $4,500.00 $0 $0 $4,500.00

Anne Gregory Rhodes $3,500.00 $0 $0 $3,500.00

Each officer, except for Christina T. Simmons, Esq., may be reached at 3435
Stelzer Road, Columbus, Ohio 43219. As of the date of this Statement of
Additional Information, MarketWatch's officers and trustees, as a group, own
less than 1% of the Shares of each Fund.

-19-

<PAGE>

The officers of MarketWatch and their principal occupations during the past
five years are as follows:

Position(s) Held Principal Occupation
Name and Address With MarketWatch During Past 5 Years
- ---------------- ---------------- --------------------

J. David Huber Chairman and Employee, BISYS Fund
Age 50 Trustee Services, Inc.

Walter B. Grimm President and Employee, BISYS Fund
Age 50 Trustee Services, Inc.

Stephen G. Mintos Vice President and Employee, BISYS Fund
Age 42 Treasurer Services, Inc.

William J. Tomko Vice President Employee, BISYS Fund
Age 36 Services, Inc.

Sean M. Kelly Secretary Employee, BISYS Fund
Age 38 Services, Inc.

Nancy E. Converse Assistant Secretary Employee, BISYS Fund
Age 46 Services, Inc.

Alaina V. Metz Assistant Secretary Employee, BISYS Fund
Age 28 Services, Inc.

Christina T. Simmons Assistant Secretary Counsel/Attorney, Drinker
Age 38 Biddle & Reath.

The officers of MarketWatch receive no compensation directly from
MarketWatch for performing the duties of their offices. BISYS receives fees from
the Fund for acting as Administrator. BISYS OHIO receives fees from the Fund for
acting as transfer agent and for providing fund accounting services. Messrs.
Grimm, Huber, Kelly, Mintos, and Tomko and Mesdames Converse and Metz are
employees of BISYS; Messrs. Huber and Mintos are also limited partners of BISYS.

INVESTMENT ADVISER
- ------------------

Investment advisory services are provided to the Funds by Central Fidelity
National Bank("CFNB") pursuant to an Investment Advisory Agreement dated as of
January 27, 1993 (the "Investment Advisory Agreement"). Under the Investment
Advisory Agreement, CFNB has agreed to provide investment advisory services as
described in the Prospectuses of the Funds.

-20-

<PAGE>

For the services provided and expenses assumed pursuant to the Investment
Advisory Agreement, each of the Funds pays CFNB a fee computed daily and paid
monthly, at an annual rate, calculated as a percentage of the average daily net
assets of that Fund, of fifty one-hundredths of one percent (.50%) for the Money
Market Fund, of one percent (1.00%) for the Equity Fund, and of seventy-four
one-hundredths of one percent (.74%) for the Intermediate Fixed Income, Flexible
Income, and Virginia Municipal Bond Funds. CFNB may periodically waive all or a
portion of its advisory fee with respect to any Fund to increase the net income
of the Fund available for distribution as dividends.

For the period from the commencement of operations (January 29, 1993 for
the Equity Fund, Intermediate Fixed Income and Flexible Income Funds and
February 1, 1993, for the Money Market and Virginia Municipal Bond Funds)
through November 30, 1993, MarketWatch paid CFNB advisory fees of $18,304,
$492,752, $254,332, $65,474, and $63,924 with respect to the Money Market,
Equity, Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond
Funds, respectively, and CFNB waived advisory fees of $36,175, $187,705,
$132,650, $45,102 and $58,936 for such respective Funds. For the fiscal year
ended November 30, 1994, MarketWatch paid CFNB advisory fees of $-0-, $799,521,
$295,625, $114,330 and $157,151 with respect to the Money Market, Equity,
Intermediate Fixed Income, Flexible Income and Virginia Municipal Bond Funds,
respectively, and CFNB waived advisory fees of $57,218, $298,800, $150,029,
$78,112, and $141,789 for such respective Funds. For the fiscal year ended
November 30, 1995, MarketWatch paid CFNB advisory fees of $-0-, $797,122,
$195,026, $95,978, and $172,550 with respect to the Money Market, Equity,
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds,
respectively and CFNB waived $61,096, $315,926, $99,607, $67,022, and $155,972
for such respective Funds.

Unless sooner terminated, the Investment Advisory Agreement will continue
in effect as to each Fund until March 31, 1997 and from year to year thereafter,
if such continuance is approved at least annually by MarketWatch's Board of
Trustees or by vote of a majority of the outstanding Shares of the relevant Fund
(as defined under "GENERAL INFORMATION -Miscellaneous" in the Prospectuses), and
a majority of the trustees who are not parties to the Investment Advisory
Agreement or interested persons (as defined in the 1940 Act) of any party to the
Investment Advisory Agreement by votes cast in person at a meeting called for
such purpose. The Investment Advisory Agreement is terminable as to a Fund at
any time on 60 days' written notice without penalty by the trustees, by vote of
a majority of the outstanding Shares of that Fund, or by CFNB. The Investment
Advisory Agreement also terminates automatically in the event of any assignment,
pursuant to the 1940 Act.

The Investment Advisory Agreement provides that CFNB shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with the performance of the Investment Advisory Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of CFNB in the performance of its duties,
or from reckless disregard by CFNB of its duties and obligations thereunder.

-21-

<PAGE>
PORTFOLIO TRANSACTIONS
- ----------------------

Pursuant to the Investment Advisory Agreement, CFNB determines, subject to
the general supervision of the Board of Trustees of MarketWatch and in
accordance with each Fund's investment objectives and restrictions, which
securities are to be purchased and sold by a Fund, and which brokers are to be
eligible to execute such Fund's portfolio transactions. Purchases and sales of
portfolio securities with respect to the Funds usually are principal
transactions in which portfolio securities are normally purchased directly from
the issuer or from an underwriter or market maker for the securities. Purchases
from underwriters of portfolio securities generally include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
serving as market makers may include the spread between the bid and asked price.
Transactions on stock exchanges involve the payment of negotiated brokerage
commissions. Transactions in the over-the-counter market are generally principal
transactions with dealers. With respect to the over-the-counter market, CFNB,
where possible, will deal directly with dealers who make a market in the securi-
ties involved except in those circumstances where better price and execution are
available elsewhere.

Allocation of transactions, including their frequency, to various brokers
and dealers is determined by CFNB in its best judgment and in a manner deemed
fair and reasonable to Shareholders. The primary consideration is prompt
execution of orders in an effective manner at the most favorable price. Subject
to this consideration, brokers and dealers who provide supplemental investment
research to CFNB may receive orders for transactions on behalf of the Funds.
Information so received is in addition to and not in lieu of services required
to be performed by CFNB and does not reduce the advisory fees payable to CFNB by
the Funds. Such information may be useful to CFNB in serving both the Funds and
other clients and, conversely, supplemental information obtained by the place-
ment of business of other clients may be useful to CFNB in carrying out its
obligations to the Funds.

While CFNB generally seeks competitive commissions, the Funds may not
necessarily pay the lowest commission available on each brokerage transaction,
for reasons discussed above.

Except as permitted by applicable laws, rules and regulations, CFNB will
not, on behalf of the Funds, execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in, or enter into
repurchase or reverse repurchase agreements with CFNB, BISYS, or their affili-
ates, and will not give preference to CFNB's correspondents with respect to such
transactions, securities, savings deposits, repurchase agreements, and reverse
repurchase agreements.

Investment decisions for each Fund are made independently from those for
the other Funds or any other investment company or account managed by CFNB. Any
such other Fund, investment company or account may also invest in the same
securities as any of the Funds. When a purchase or sale of the same security is
made at substantially the same time on behalf of a Fund and another Fund of
MarketWatch, investment company or account, the transaction will be averaged as
to price and available investments will be allocated as to amount in a manner

-22-

<PAGE>

which CFNB believes to be equitable to the Fund(s) and such other investment
company or account. In some instances, this investment procedure may adversely
affect the price paid or received by a Fund or the size of the position obtained
by a Fund. To the extent permitted by law, CFNB may aggregate the securities to
be sold or purchased for a Fund with those to be sold or purchased for the other
Funds or for other investment companies or accounts in order to obtain best
execution. As provided by the Investment Advisory Agreement, in making invest-
ment recommendations for the Funds, CFNB will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
MarketWatch is a customer of CFNB, its parent or its subsidiaries or affiliates
and, in dealing with its customers, CFNB, its parent, subsidiaries, and
affiliates will not inquire or take into consideration whether securities of
such customers are held by the Funds.

For the period from January 29, 1993 (commencement of operations) through
November 30, 1993 and for the fiscal years ended November 30, 1994 and November
30, 1995 MarketWatch paid brokerage commissions of $175,537.79, $112,107, and
$ 85,138 respectively for the Equity Fund. None of the other Funds paid any

brokerage commissions for such periods.

BANKING LAWS
- ------------

Banking laws and regulations currently prohibit a bank holding company
registered under the Bank Holding Company Act of 1956 or any affiliate thereof
from sponsoring, organizing, or controlling a registered, open-end investment
company continuously engaged in the issuance of its shares, and prohibit banks
generally from issuing, underwriting, selling, or distributing securities such
as Shares of the Funds. Such banking laws and regulations do not prohibit such a
holding company or affiliate or banks generally from acting as investment
adviser, transfer agent, or custodian to such an investment company, or from
purchasing shares of such a company as agent for and upon the order of
customers.

CFNB and its affiliates believe that they may perform the services for the
Funds contemplated by the respective investment advisory, custodial and
shareholder servicing agreements, Prospectuses and this Statement of Additional
Information without violation of applicable banking laws or regulations. It
should be noted, however, that future changes in legal requirements relating to
the permissible activities of banks and their affiliates, as well as further
interpretations of present requirements, could require the Bank to alter
materially or discontinue performing one or more of such services for the Funds,
including services in connection with Customer purchases of Shares of the Funds.
It is not anticipated, however, that any change in MarketWatch's method of
operations would affect its net asset value per share or result in financial
losses to any Customer. It is expected that the Board of Trustees would
recommend that MarketWatch enter into new agreements with other qualified firms.
Any new advisory agreement would be subject to Shareholder approval.

-23-

<PAGE>
ADMINISTRATOR
- -------------

BISYS serves as administrator("BISYS, as Administrator") to the Funds
pursuant to a Management and Administration Agreement dated October 1, 1993 (the
"Administration Agreement"). BISYS, as Administrator, assists in supervising all
operations of each Fund (other than those performed by CFNB under the Investment
Advisory Agreement and the Custodian Agreement and by BISYS under the Transfer
Agency Agreement and Fund Accounting Agreement). BISYS is a broker-dealer regis-
tered with the Commission, and is a member of the National Association of
Securities Dealers, Inc.

Under the Administration Agreement, BISYS, as Administrator has agreed to
maintain office facilities; furnish statistical and research data, clerical,
certain bookkeeping services and stationery and office supplies; prepare the
periodic reports to the Commission on Form N-SAR or any replacement forms
therefor; compile data for, prepare for execution by the Funds and file all of
the Funds' federal and state tax returns and required tax filings other than
those required to be made by the Funds' Custodian and Transfer Agent; prepare
compliance filings pursuant to state securities laws with the advice of
MarketWatch's counsel; assist to the extent requested by MarketWatch with
MarketWatch's preparation of its Annual and Semi-Annual Reports to Shareholders
and its Registration Statement (on Form N-1A or any replacement therefor);
compile data for, prepare and file timely Notices to the Commission required
pursuant to Rule 24f-2 under the 1940 Act; keep and maintain the financial
accounts and records of each Fund, including calculation of daily expense
accruals; and generally assists in all aspects of the Funds' operations other
than those performed by CFNB under the Investment Advisory Agreement and the
Custodian Agreement and by BISYS Fund Services, Ohio Inc. ("BISYS OHIO") under
the Transfer Agency Agreement and Fund Accounting Agreement. Under the
Administration Agreement, BISYS may delegate all or any part of its responsibi-
lities thereunder.

BISYS, as Administrator, receives a fee from each Fund for its services as
Administrator and expenses assumed pursuant to the Administration Agreement
calculated daily and paid periodically, at an annual rate equal to twenty one-
hundredths of one percent (.20%) of that Fund's average daily net assets. BISYS
may periodically waive all or a portion of its fee with respect to any Fund in
order to increase the net income of one or more of the Funds available for
distribution as dividends.

For the period from the commencement of operations (January 29, 1993, for
the Equity, Intermediate Fixed Income and Flexible Income Funds and February 1,
1993, for the Money Market and Virginia Municipal Bond Funds) through November
30, 1993, MarketWatch paid BISYS, as Administrator, administration fees of
$11,739, $74,386, $56,730, $16,371, and $18,373 with respect to the Money
Market, Equity, Intermediate Fixed Income, Flexible Income, and Virginia
Municipal Bond Funds, respectively, and waived administration fees of $10,052,
$61,705, $47,860, $13,515 and $14,832 for such respective Funds. During the same
period, BISYS reimbursed expenses totalling $46,823, $18,955, $25,590, $18,556,
and $32,805 with respect to the Money Market, Equity, Intermediate Fixed Income,
Flexible

-24-

<PAGE>

Income, and Virginia Municipal Bond Funds, respectively. For the fiscal year
ended November 30, 1994, MarketWatch paid BISYS, as Administrator,
administration fees of $16,094, $146,255, $85,826, $37,116, and $58,087 with
respect to the Money Market, Equity, Intermediate Fixed Income, Flexible Income,
and Virginia Municipal Bond Funds, respectively, and waived administration fees
of $6,793, $73,409, $34,621, $14,895 and $22,708 for such respective Funds.
During the same period, BISYS reimbursed expenses totalling $59,445, $70,128,
$53,704, $25,217, and $45,935 with respect to the Money Market, Equity,
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds,
respectively. For the fiscal year ended November 30, 1995, MarketWatch paid
BISYS, as Administrator, $18,329, $166,890, $59,777, $33,051, and $66,535 with
respect to the Money Market, Equity, Intermediate Fixed Income, Flexible Income,
and Virginia Municipal Bond Funds, respectively, and waived administration fees
of $6,110, $55,720, $19,854, $11,003, and $22,255 for such respective Funds.
During the same period, BISYS reimbursed expenses totalling $49,443, $29,780,
$44,670, $11,873, and $24,361 with respect to the Money Market, Equity,
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond Funds,
respectively.

Unless sooner terminated as provided therein, the Administration Agreement
will continue in effect until March 31, 1997. The Administration Agreement
thereafter shall be renewed automatically for successive one-year terms, unless
written notice not to renew is given by the non-renewing party to the other
party at least 60 days prior to the expiration of the then-current term. The
Administration Agreement is terminable with respect to a particular Fund through
a failure to renew the agreement, upon mutual agreement of the parties to the
Administration Agreement and for cause (as defined in the Administration
Agreement) by the party alleging cause, on not less than 60 days' notice by
MarketWatch's Board of Trustees or by BISYS, as Administrator.

The Administration Agreement provides that BISYS, as Administrator, shall
not be liable for any error of judgment or mistake of law or any loss suffered
by any of the Funds in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence in the performance of its duties, or from the reckless
disregard by BISYS of its obligations and duties thereunder.

EXPENSES
- --------

If total expenses borne by any of the Funds in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, CFNB and
BISYS, as Administrator, will reimburse that Fund by the amount of such excess
in proportion to their respective fees. As of the date of this Statement of
Additional Information, the most restrictive expense limitation applicable to
each of the Funds limits a Fund's aggregate annual expenses, including advisory
fees but excluding interest, taxes, brokerage commissions, and certain other
expenses, to 2 1/2% of the first $30 million of that Fund's average net assets,
2% of the next $70 million of that Fund's average net assets, and 1 and 1/2% of
that Fund's remaining average net assets. Any expense reimbursements will be
estimated daily and reconciled and paid on a monthly basis. Fees imposed upon
customer accounts for cash management and other customer-related services

-25-

<PAGE>

by CFNB or its affiliated or correspondent banks are not included within Fund
expenses for purposes of any such expense limitation.

DISTRIBUTOR
- -----------

BISYS serves as distributor to the Funds pursuant to the Distribution
Agreement dated October 1, 1993, with respect to the Funds (the "Distribution
Agreement"). Unless otherwise terminated, the Distribution Agreement will
continue in effect until March 31, 1997 and thereafter for successive one-year
periods if approved at least annually (i) by MarketWatch's Board of Trustees or
by the vote of a majority of the outstanding Shares of MarketWatch, and (ii) by
the vote of a majority of the trustees of MarketWatch who are not parties to the
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
party to the Distribution Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Distribution Agreement terminates
automatically in the event of any assignment pursuant to the 1940 Act.

For the fiscal year ended November 30, 1995, BISYS received $193,184 in
sales loads in connection with share purchases, of which BISYS retained $11,907.
The balance was paid to selling dealers.

CUSTODIAN
- ---------

Central Fidelity National Bank, 1021 East Cary Street, Richmond, Virginia
23219, in addition to serving as the investment adviser to the Funds, also
serves as custodian (the "Custodian") to the Funds pursuant to the Custodian
Agreement dated as of January 27, 1993 between MarketWatch and the Custodian
(the "Custodian Agreement"). The Custodian's responsibilities include
safeguarding and controlling each Fund's cash and securities, handling the
receipt and delivery of securities, and collecting income on each Fund's
investments. In consideration of such services, each of the Funds pays the
Custodian an annual fee of $.20 per $1,000 on the first $100 million of the
market value of the Fund's assets, $.15 per $1,000 on the next $100 million of
the market value of the Fund's assets and $.10 per $1,000 on the balance of the
market value of the Fund's assets, plus fixed fees charged for certain portfolio
transactions and out-of-pocket expenses.

Unless sooner terminated, the Custodian Agreement will continue in effect
until terminated by either party upon 60-days advance written notice to the
other party. In the opinion of the staff of the Commission, since the Custodian
is serving as both the investment adviser and custodian of the Funds, the Funds
and the Custodian are subject to the requirements of Rule 17f-2 under the 1940
Act, and therefore the Funds and the Custodian will comply with the requirements
of such rule.

TRANSFER AGENCY AND FUND ACCOUNTING SERVICES
- --------------------------------------------

-26-

<PAGE>

BISYS OHIO serves as transfer agent and dividend disbursing agent for all
Funds of MarketWatch, pursuant to the Transfer Agency Agreement dated October 1,
1993. Pursuant to such Agreement, BISYS OHIO, among other things, performs the
following services in connection with each Fund's Shareholders of record:
maintenance of shareholder records for each of MarketWatch's Shareholders of
record; processing Shareholder purchase, exchange and redemption orders;
processing transfers and exchanges of Shares of MarketWatch on the shareholder
files and records; processing dividend payments and reinvestments; and
assistance in the mailing of shareholder reports and proxy solicitation
materials. For such services BISYS OHIO receives a fee based on the number of
Shareholders of record and is reimbursed for out-of pocket expenses.

In addition, BISYS OHIO provides fund accounting services to the Funds
pursuant to a Fund Accounting Agreement dated October 1, 1993. BISYS OHIO
receives a fee from each Fund for such services based upon the total assets in
that Fund. Under such Agreement, BISYS OHIO maintains the accounting books and
records for each Fund, including journals containing an itemized daily record of
all purchases and sales of portfolio securities, all receipts and disbursements
of cash and all other debits and credits, general and auxiliary ledgers
reflecting all asset, liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, and other required separate
ledger accounts; maintains a monthly trial balance of all ledger accounts;
performs certain accounting services for the Fund, including calculation of the
net asset value per share, calculation of the dividend and capital gain
distributions, if any, and of yield, reconciliation of cash movements with the
Custodian, affirmation to the Custodian of all portfolio trades and cash
settlements, verification and reconciliation with the Custodian of all daily
trade activity; provides certain reports; obtains dealer quotations, prices from
a pricing service or matrix prices on all portfolio securities in order to mark
the portfolio to the market; and prepares an interim balance sheet, statement of
income and expense, and statement of changes in net assets for each Fund.

AUDITORS
- --------

KPMG Peat Marwick LLP, Two Nationwide Plaza, Suite 1600, Columbus, Ohio
43215, has been selected as the independent auditors for each of the Funds.

LEGAL COUNSEL
- -------------

Drinker Biddle & Reath (of which Ms. Simmons, Assistant Secretary of
MarketWatch, is a Counsel), 1345 Chestnut Street, Philadelphia, Pennsylvania
19107-3496, is counsel to MarketWatch and will pass upon the legality of the
Shares offered hereby.

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES
- ---------------------

-27-

<PAGE>

MarketWatch is a Massachusetts business trust. MarketWatch was organized on
June 4, 1992, and MarketWatch's Agreement and Declaration of Trust was filed
with the Secretary of State of Massachusetts on June 4, 1992. The Agreement and
Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of Shares, which are shares of beneficial interest, with a par value of
$.001 per share. MarketWatch presently has five separate investment portfolios
(or series) of Shares representing interests in the Money Market, Equity,
Intermediate Fixed Income, Flexible Income, and Virginia Municipal Bond,
respectively. MarketWatch's Agreement and Declaration of Trust authorizes the
Board of Trustees to divide or redivide any unissued Shares of MarketWatch into
one or more additional investment portfolio (or series) by setting or changing
in any one or more respects their respective preferences, conversion or other
rights, voting power, restrictions, limitations as to dividends, qualifications,
and terms and conditions of redemption.

Shares have no subscription or preemptive rights and only such conversion
or exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectuses and this Statement of
Additional Information, the Shares will be fully paid and non-assessable. In the
event of a liquidation or dissolution of MarketWatch, Shareholders of a Fund are
entitled to receive the assets available for distribution belonging to that
Fund, and a proportionate distribution, based upon the relative asset values of
the respective Funds, of any general assets not belonging to any particular Fund
which are available for distribution.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as MarketWatch shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding Shares of
each Fund affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will be required in
connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund. Under Rule 18f-2,
the approval of an investment advisory agreement or any change in investment
policy would be effectively acted upon with respect to a Fund only if approved
by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of trustees may be
effectively acted upon by Shareholders of MarketWatch voting without regard to
Fund.

As of February 29, 1996, the following were record owners of five percent
or more of the outstanding shares of the respective Funds:

Name and Address: Percentage of Ownership of:
- -------------------------------------------------------------------

Central Fidelity National Bank
REINVEST Equity Fund: 48.50
Larco Attn: Mutual Fund Desk Intermediate Fixed Income Fund: 19.23

PO Box 27602 5th Floor James Center Flexible Income Fund: 73.43
Richmond, VA 23261

-28-

<PAGE>

Name and Address: Percentage of Ownership of:
- -------------------------------------------------------------------

Central Fidelity National Bank Money Market Fund: 93.23
CASH Equity Fund: 31.93
Larco Attn: Mutual Fund Desk Intermediate Fixed Income Fund: 71.40
PO Box 27602 5th Floor James Center Flexible Income Fund 23.61
Richmond, VA 23261 Virginia Municipal Bond Fund: 84.01

Beneficial ownership of the Shares listed above is disclaimed by CFNB.

SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------

Under Massachusetts law, holders of shares of interest in a business trust
may, under certain circumstances, be held personally liable as partners for the
obligations of the trust. However, MarketWatch's Agreement and Declaration of
Trust provides that Shareholders shall not be subject to any personal liability
for the obligations of MarketWatch, and that every written agreement,
obligation, instrument, or undertaking made by MarketWatch shall contain a
provision to the effect that the Shareholders are not personally liable
thereunder. The Agreement and Declaration of Trust provides for indemnification
out of the trust property of any Shareholder held personally liable solely by
reason of being or having been a Shareholder. The Agreement and Declaration of
Trust also provides that MarketWatch shall, upon request, assume the defense of
any claim made against any Shareholder for any act or obligation of MarketWatch,
and shall satisfy any judgement thereon. Thus, the risk of a Shareholder
incurring financial loss on account of Shareholder liability is limited to
circumstances in which MarketWatch itself would be unable to meet its
obligations.

The Agreement and Declaration of Trust states further that no trustee,
officer, or agent of MarketWatch shall be personally liable in connection with
the administration or preservation of the assets of MarketWatch or the conduct
of MarketWatch's business; nor shall any trustee, officer, or agent be
personally liable to any person for any action or failure to act except for bad
faith, willful misfeasance, gross negligence, or reckless disregard of his or
her duties. The Agreement and Declaration of Trust also provides that all
persons having any claim against the trustees or MarketWatch shall look solely
to the assets of MarketWatch for payment.

-29-

<PAGE>
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES
- --------------------------------------------

As used in the Prospectus and this Statement of Additional Information, a
"vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of that Fund present at a meeting at which the
holders of more than 50% of the votes attributable to Shareholders of record of
that Fund are represented in person or by proxy, or (b) the holders of more than
50% of the outstanding votes of Shareholders of that Fund.

ADDITIONAL TAX INFORMATION - IN GENERAL
- ---------------------------------------

Each Fund of MarketWatch is treated as a separate corporate entity under
the Internal Revenue Code of 1986, as amended (the "Code") and intends to
qualify as a regulated investment company. In order to so qualify, each Fund is
required, among other things, to derive with respect to a taxable year less than
30% of its gross income from the sale or other disposition of securities and
certain other investments held for less than three months. Interest (including
original issue discount and accrued market discount) received by a Fund upon
maturity or disposition of a security held for less than three months will not
be treated as gross income derived from the sale or other disposition of such
security within the meaning of this requirement. However, other income which is
attributable to realized market appreciation will be treated as gross income
from the sale or other disposition of securities for this purpose.

MarketWatch will designate any distribution of long-term capital gains of
a Fund as a capital gain dividend in a written notice mailed to Shareholders
within 60 days after the close of the Fund's taxable year. It is not expected
that the Money Market or Virginia Municipal Bond Funds will have any long-term
capital gains. Shareholders should note that, upon the sale or exchange of Fund
shares, if the Shareholder has not held such shares for at least six months, any
loss on the sale or exchange of those shares will be treated as long-term
capital loss to the extent of the capital gain dividends received with respect
to the shares. In addition, if a Shareholder receives one or more exempt-
interest dividends with respect to any Share of the Virginia Municipal Bond Fund
and such Share is held for six months or less, any loss on the sale or exchange
of such Share will be disallowed to the extent of such exempt-interest dividend
income.

A 4% non-deductible excise tax is imposed on regulated investment companies
that fail to currently distribute an amount equal to specified percentages of
their ordinary taxable income and capital gain net income (excess of capital
gains over capital losses). Each Fund intends to make sufficient distributions
or deemed distributions of its ordinary taxable income and any capital gain net
income each calendar year to avoid liability for this excise tax.

Each Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of taxable dividends or 31% of gross proceeds realized upon
sale paid to Shareholders who have failed to provide a correct tax
identification number in the manner required, who are subject to withholding by
the Internal Revenue Service for failure to properly include on their

-30-

<PAGE>
return payments of taxable interest or dividends, or who have failed to certify
to the Portfolio, when required to do so, that they are not subject to backup
withholding or that they are "exempt recipients."

Although each Fund expects to qualify as a "regulated investment company"
and to be relieved of all or substantially all federal income taxes, depending
upon the extent of its activities in states and localities in which its offices
are maintained, in which its agents or independent contractors are located, or
in which it is otherwise deemed to be conducting business, a Fund may be subject
to the tax laws of such states or localities. In addition, if for any taxable
year that Fund does not qualify for the special tax treatment afforded regulated
investment companies, all of its taxable income will be subject to federal
income tax at regular corporate rates (without any deduction for distributions
to its Shareholders). In such event, dividend distributions (including amounts
derived from interest on Municipal Securities in the case of the Virginia
Municipal Bond Fund) would be taxable as ordinary income to Shareholders to the
extent of current and accumulated earnings and profits and would be eligible for
the dividends received deduction for corporations.

Information set forth in the Prospectuses and this Statement of Additional
Information which relates to federal taxation is only a summary of some of the
important federal tax considerations generally affecting purchasers of Shares of
a Fund. No attempt has been made to present a detailed explanation of the
federal income tax treatment of a Fund or its Shareholders, and this discussion
is not intended as a substitute for careful tax planning. Accordingly, potential
purchasers of Shares of a Fund should consult their tax advisors with specific
reference to their own tax situation. In addition, the tax discussion in the
Prospectuses and this Statement of Additional Information is based on tax laws
and regulations which are in effect on the date of the Prospectuses and this
Statement of Additional Information; such laws and regulations may be changed by
legislative or administrative action.

ADDITIONAL TAX INFORMATION - THE VIRGINIA MUNICIPAL BOND FUND
- -------------------------------------------------------------

As indicated in its Prospectus, the Virginia Municipal Bond Fund is
designed to provide Shareholders with current interest income free from federal
individual income tax and from Virginia income tax. The Virginia Municipal Bond
Fund is not intended to constitute a balanced investment program and is not
designed for investors seeking capital appreciation. Shares of the Virginia
Municipal Bond Fund would not be suitable for tax-exempt institutions and may
not be suitable for retirement plans qualified under Section 401 of the Code,
so-called Keogh or H.R. 10 plans, and individual retirement accounts (IRAs).
Such plans and accounts are generally tax-exempt and, therefore, would not gain
any additional benefit from the Virginia Municipal Bond Fund's dividends being
tax-exempt, and such dividends would be ultimately taxable to the beneficiaries
when distributed to them. In addition, Shareholders who under Code section
147(a) are "substantial users" or "related persons" to substantial users with
respect to facilities financed through any of the Municipal Securities held by
the Virginia Municipal Bond Fund should consult a tax advisor with respect to
whether exempt-interest dividends would remain excludable from gross income for
federal income tax purposes under Section 103 of the Code.

-31-

<PAGE>
The Virginia Municipal Bond Fund's policy is to pay to its Shareholders
each year as exempt-interest dividends substantially all the Fund's Municipal
Securities interest income net of certain deductions. In order for the Virginia
Municipal Bond Fund to pay exempt-interest dividends for any taxable year, at
the close of each quarter of its taxable year at least 50% of the aggregate
value of the Virginia Municipal Bond Fund's assets must consist of obligations
the interest on which is exempt from federal income tax. Exempt-interest
dividends may be treated by the Shareholders as items of interest excludable
from their gross income under Section 103(a) of the Code. An exempt-interest
dividend is any dividend or part thereof (other than a capital gain dividend)
paid by the Virginia Municipal Bond Fund and designated as an exempt-interest
dividend in a written notice mailed to Shareholders not later than sixty days
after the close of the Virginia Municipal Bond Fund's taxable year. However,
the aggregate amount of dividends so designated by the Virginia Municipal Bond
Fund cannot exceed the excess of the amount of interest exempt from tax under
Section 103 of the Code received by the Virginia Municipal Bond Fund during the
taxable year over any amounts disallowed as deductions under Sections 265 and
171(a)(2) of the Code. The percentage of the total dividends paid for any
taxable year which qualifies as exempt-interest dividends will be the same for
all Shareholders receiving dividends from the Virginia Municipal Bond Fund
during such year, regardless of the period for which the shares were held.

While the Virginia Municipal Bond Fund does not expect to earn a
significant amount of taxable investment income or short-term gains, taxable
investment income or short-term gains earned by the Fund will be distributed to
Shareholders. Any such income or gains will be taxable to Shareholders as
ordinary income (whether paid in cash or additional Shares).

As indicated in its Prospectus, the Virginia Municipal Bond Fund may
acquire puts with respect to Municipal Securities held in its portfolio. (See
"INVESTMENT OBJECTIVES, POLICIES, AND RISK CONSIDERATIONS -- Additional
Information on Portfolio Instruments--Put Options" in this Statement of
Additional Information.) The policy of the Virginia Municipal Bond Fund is to
limit its acquisition of puts to those under which the Virginia Municipal Bond
Fund will be treated for federal income tax purposes as the owner of the
Municipal Securities acquired subject to the put, so that the interest on the
Municipal Securities will be tax-exempt to the Virginia Municipal Bond Fund.
Although the Internal Revenue Service has issued a published ruling that
provides some guidance regarding the tax consequences of the purchase of puts,
there is currently no guidance available from the Internal Revenue Service that
definitely establishes the tax consequences of many of the types of puts that
the Virginia Municipal Bond Fund could acquire under the 1940 Act. Therefore,
although the Virginia Municipal Bond Fund will only acquire a put after
concluding that it will have the tax consequences described above, the Internal
Revenue Service could reach a different conclusion. If it is not treated as the
owner of the Municipal Securities, income from such securities would probably
not be tax-exempt.

Income that is exempt from federal income taxation on the Virginia
Municipal Bond Fund's Shares may be included with taxable income when
determining whether Social Security payments received by an individual
Shareholder are subject to federal income taxation. For corporate Shareholders,
distributions attributable to Municipal Securities will be included in "adjusted
current earnings" for purposes of the federal alternative minimum tax applicable
to coportations (to the extent not already included in alternative minimum
taxable income as income attributable to private-activity bonds). Interest on
indebtedness incurred by a Shareholder to carry the Virginia Municipal Bond
Fund Shares is not

-32-

<PAGE>
deductible for federal income tax purposes if the Virginia Municipal Bond Fund
distributes exempt-interest dividends during the Shareholder's taxable year.

CALCULATION OF PERFORMANCE DATA
- -------------------------------

YIELDS AND TOTAL RETURNS OF THE MONEY MARKET FUND. As summarized in the
-------------------------------------------------
Prospectus of the Money Market Fund under "PERFORMANCE INFORMATION," the yield
of the Money Market Fund for a seven-day period (the "base period") will be
computed by determining the net change in value (calculated as set forth below)
of a hypothetical account having a balance of one share at the beginning of the
period, dividing the net change in account value by the value of the account at
the beginning of the base period to obtain the base period return, and
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent. Net changes in value of a
hypothetical account will include the value of additional Shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional Shares, but will not include realized gains or
losses or unrealized appreciation or depreciation on portfolio investments.
Yield may also be calculated on a compound basis (the "effective yield") which
assumes that net income is reinvested in Fund Shares at the same rate as net
income is earned for the base period.

The yield and effective yield of the Money Market Fund will vary in
response to fluctuations in interest rates and in the expenses of the Fund. For
comparative purposes the current and effective yields should be compared to
current and effective yields offered by competing financial institutions for the
same base period and calculated by the methods described below.

The Money Market Fund may wish to publish total return figures in its sales
literature and other advertising materials. For a discussion of the manner in
which such total return figures are calculated, see "Yields and Total Returns of
the Flexible Income Fund, the Intermediate Fixed Income Fund, the Virginia
Municipal Bond Fund, and the Equity Fund--Total Return Calculations" below.

For the seven-day period ended November 30, 1995, the yield and effective
yield of the Money Market Fund, calculated as described above, were 5.21% and
5.35%, respectively. For the fiscal year ended November 30, 1995 and for the
period from commencement of operations through November 30, 1995, the average
annual total
return of the Money Market Fund was 5.32% and 3.82%, respectively.

YIELD CALCULATIONS OF THE FLEXIBLE INCOME FUND, THE INTERMEDIATE FIXED
----------------------------------------------------------------------
INCOME FUND AND THE VIRGINIA MUNICIPAL BOND FUND. As summarized in the
- -------------------------------------------------
Prospectuses of the Funds under the heading "PERFORMANCE INFORMATION," yields of
each of the Funds will be computed by dividing the net investment income per
share (as described below) earned by the Fund during a 30-day (or one month)
period by the maximum offering price per share on the last day of the period and
annualizing the result on a semi-annual basis by adding one to the quotient,
raising the sum to the power of six, subtracting one from the result and then
doubling

-33-

<PAGE>
the difference. A Fund's net investment income per share earned during the
period is based on the average daily number of Shares outstanding during the
period entitled to receive dividends and includes dividends and interest earned
during the period minus expenses accrued for the period, net of reimbursements.
This calculation can be expressed as follows:

a - b 6
Yield = 2 [(--------- + 1) - 1]
cd

Where: a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of Shares outstanding during the
period that were entitled to receive dividends.

d = maximum offering price per share on the last day of the
period.

For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is in that Fund. Interest earned on any debt
obligations held by a Fund is calculated by computing the yield to maturity of
each obligation held by that Fund based on the market value of the obligation
(including actual accrued interest) at the close of business on the last
Business Day of each month, or, with respect to obligations purchased during the
month, the purchase price (plus actual accrued interest) and dividing the result
by 360 and multiplying the quotient by the market value of the obligation
(including actual accrued interest) in order to determine the interest income on
the obligation for each day of the subsequent month that the obligation is held
by that Fund. For purposes of this calculation, it is assumed that each month
contains 30 days. The maturity of an obligation with a call provision is the
next call date on which the obligation reasonably may be expected to be called
or, if none, the maturity date. With respect to debt obligations purchased at a
discount or premium, the formula generally calls for amortization of the
discount or premium. The amortization schedule will be adjusted monthly to
reflect changes in the market values of such debt obligations.

Undeclared earned income will be subtracted from the net asset value per
share (variable "d" in the formula). Undeclared earned income is the net
investment income which, at the end of the base period, has not been declared as
a dividend, but is reasonably expected to be and is declared as a dividend
shortly thereafter.

During any given 30-day period, CFNB or BISYS, as Administrator, may
voluntarily waive all or a portion of their fees with respect to a Fund. Such
waiver would cause the yield of that Fund to be higher than it would otherwise
be in the absence of such a waiver.

-34-

<PAGE>
From time to time, the tax equivalent 30-day yield of the Virginia
Municipal Bond Fund may be presented in advertising and sales literature. The
tax equivalent 30-day yield will be computed by dividing that portion of the
Virginia Municipal Bond Fund's yield which is tax-exempt by one minus a stated
tax rate and adding the product to that portion, if any, of the yield of the
Virginia Municipal Bond Fund that is not tax-exempt.

For the 30-day period ended November 30, 1995, the yields of the
Intermediate Fixed Income Fund, Flexible Income and Virginia Municipal Bond
Fund, calculated as described above, were 5.13%, 4.49%, and 4.15%, respectively
(taking into account the imposition of the maximum applicable sales load), and
5.37%, 4.70%, and 4.35%, respectively (without taking the maximum sales load
into account). For the same period, the tax-equivalent yields of the Virginia
Municipal Bond Fund were 6.87% (taking into account the imposition of the
maximum applicable sales load) and 7.20% (without taking the maximum sales load
into account).

TOTAL RETURN CALCULATIONS OF THE FLEXIBLE INCOME FUND, THE INTERMEDIATE
-----------------------------------------------------------------------
FIXED INCOME FUND, THE VIRGINIA MUNICIPAL BOND FUND AND THE EQUITY FUND. As
- -----------------------------------------------------------------------
summarized in the Prospectuses of the Funds under the heading "PERFORMANCE
INFORMATION," average annual total return is a measure of the change in value of
an investment in a Fund over the period covered, which assumes any dividends or
capital gains distributions are reinvested in the Fund immediately rather than
paid to the investor in cash. The Funds compute their average annual total
returns by determining the average annual compounded rates of return during
specified periods that equate the initial amount invested to the ending
redeemable value of such investment. This is done by dividing the ending
redeemable value of a hypothetical $1,000 initial payment by $1,000 and raising
the quotient to a power equal to one divided by the number of years (or
fractional portion thereof) covered by the computation and subtracting one from
the result. This calculation can be expressed as follows:

Average Annual ERV 1/n
Total Return = [(------) - 1]
P

Where: ERV = ending redeemable value at the end of the period
covered by the computation of a hypothetical $1,000
payment made at the beginning of the period.

P = hypothetical initial payment of $1,000.

n = period covered by the computation, expressed in terms
of years.

The Funds compute their aggregate total returns by determining the
aggregate compounded rates of return during specified periods that likewise
equate the initial amount

-35-

<PAGE>
invested to the ending redeemable value of such investment. The formula for
calculating aggregate total return is as follows:

Aggregate Total ERV
Return = [(------) - 1]
P

ERV = ending redeemable value at the end of the period covered by
the computation of a hypothetical $1,000 payment made at the
beginning of the period.

P = hypothetical initial payment of $1,000.

The calculations of average annual total return and aggregate total return
assume the reinvestment of all dividends and capital gain distributions on the
reinvestment dates during the period. The ending redeemable value (variable
"ERV" in each formula) is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.

The average annual total returns for the Equity Fund, Intermediate Fixed
Income Fund, Flexible Income Fund, and Virginia Municipal Bond Fund for certain
periods are shown below:

-36-

<PAGE>
Average Annual Total Return
---------------------------

Inception Date 12/01/94
Inception to to
Date 11/30/95 11/30/95
---------- -------------- --------

Equity Fund 1/29/93
-----------
No Load (Without deduction for
4.5% Sales Charge) 11.19% 33.59%
Load (With deduction for 4.5%
Sales Charge) 9.40% 27.60%

Intermediate Fixed Income Fund 1/29/93
------------------------------
(Without deduction for
4.5% Sales Charge) 5.43% 14.44%
(With deduction for 4.5%
Sales Charge) 3.73% 9.28%

Flexible Income Fund 1/29/93
--------------------
(Without deduction for
4.5% Sales Charge) 3.93% 8.68%
(With deduction for 4.5%
Sales Charge) 2.26% 3.74%

Virginia Municipal Bond Fund 2/1/93
----------------------------
(Without deduction for
4.5% Sales Charge) 4.80% 13.79%
(With deduction for 4.5%
Sales Charge) 3.12% 8.70%

Since performance will fluctuate, performance data for the Funds should not
be used to compare an investment in the Funds' Shares with bank deposits,
savings accounts and similar investment alternatives which often provide an
agreed or guaranteed fixed yield for a stated period of time. Shareholders
should remember that performance is generally a function of the kind and quality
of the instruments held in a portfolio, portfolio maturity, operating expenses
and market conditions.

PERFORMANCE COMPARISONS
- -----------------------

-37-

<PAGE>
Investors may judge the performance of the Funds by comparing them to the
performance of other mutual funds or mutual fund portfolios with comparable
investment objectives and policies. Such comparisons may be made by referring to
market indices such as those prepared by Dow Jones & Co., Inc. and Standard &
Poor's Corporation. Such comparisons may also be made by referring to data
prepared by Lipper Analytical Services, Inc., (a widely recognized independent
service which monitors the performance of mutual funds) and the Bank Rate
Monitor (which reports average yields for money market accounts offered by the
50 leading banks and thrift institutions in the top five standard metropolitan
statistical areas). Comparisons may also be made to indices or data published in
the following national financial publications:, Ibbotson Associates of Chicago,
MorningStar, CDA/Wiesenberger, Money Magazine, Forbes, Barron's,
The Wall Street Journal, The New York Times, Business Week, American Banker,
Fortune, Institutional Investor, U.S.A. Today, and local newspapers. In addition
to performance information, general information about the Funds that appears in
a publication such as those mentioned above may be included in advertisements
and in reports to Shareholders.

From time to time, the Funds may include general comparative information,
such as statistical data regarding inflation, securities indices or the features
or performance of alternative investments, in advertisements, sales literature
and reports to shareholders. The Funds may also include calculations, such as
hypothetical compounding examples or tax-free compounding examples, which
describe hypothetical investment results in such communications. Such
performance examples will be based on an express set of assumptions and are not
indicative of the performance of any Fund. In addition, the Virginia Municipal
Bond Fund may include charts comparing various tax-free yields versus taxable
yield equivalents at different income levels.

Current yields or performance will fluctuate from time to time and are not
necessarily representative of future results. Accordingly, a Fund's yield or
performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of a Fund's quality, composition and maturity, as well
as expenses allocated to the Fund.

MISCELLANEOUS
- -------------

Individual trustees are elected by the Shareholders and, subject to removal
by the vote of two-thirds of the Board of Trustees, serve for a term lasting
until the next meeting of Shareholders at which trustees are elected. Such
meetings are not required to be held at any specific intervals. Generally,
Shareholders owning not less than 20% of the outstanding Shares of MarketWatch
entitled to vote may cause the trustees to call a special meeting. However, the
trustees will call a special meeting for the purpose of considering the removal
of one or more trustees upon written request therefor from Shareholders owning
not less than 10% of the outstanding votes of MarketWatch entitled to vote. At
such a meeting, a quorum of Shareholders (constituting a majority of votes
attributable to all outstanding Shares of MarketWatch), by majority vote, has
the power to remove one or more trustees.

-38-

<PAGE>

MarketWatch is registered with the Commission as an open-end, management
investment company. Such registration does not involve supervision by the
Commission of the management or policies of MarketWatch.

The Prospectuses and this Statement of Additional Information omit certain
of the information contained in the Registration Statement filed with the
Commission. Copies of such information may be obtained from the Commission upon
payment of the prescribed fee.

The Prospectuses and this Statement of Additional Information are not an
offering of the securities herein described in any state in which such offering
may not lawfully be made. No salesman, dealer, or other person is authorized to
give any information or make any representation other than those contained in
the Prospectuses and this Statement of Additional Information.

-39-

<PAGE>
APPENDIX

The nationally recognized statistical rating organizations (individually,
an "NRSRO") that may be utilized by CFNB with regard to portfolio investments
and a description of the relevant ratings of each such NRSRO are set forth
below. The NRSROs that may be utilized by CFNB and the description of each
NRSRO's ratings is as of the date of this Statement of Additional Information,
and may subsequently change.

Commercial Paper Ratings
- ------------------------

A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the three highest rating categories used by
Standard and Poor's for commercial paper:

"A-1" - Issue's degree of safety regarding timely payment is strong. Those
issues determined to possess extremely strong safety characteristics are denoted
"A-1+."

"A-2" - Issue's capacity for timely payment is satisfactory. However, the
relative degree of safety is not as high as for issues designated "A-1."

"A-3" - Issue has an adequate capacity for timely payment. It is, however,
somewhat more vulnerable to the adverse effects of changes and circumstances
than an obligation carrying a higher designation.

Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of 9 months. The following summarizes the three highest rating categories
used by Moody's for commercial paper:

"Prime-1" - Issuer or related supporting institutions are considered to
have a superior capacity for repayment of short-term promissory obligations.
Principal repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation and well
established access to a range of financial markets and assured sources of
alternate liquidity.

"Prime-2" - Issuer or related supporting institutions are considered to
have a strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

-1-

<PAGE>
"Prime-3" - Issuer or related supporting institutions have an acceptable
capacity for repayment of short-term promissory obligations. The effects of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.

The three rating categories of Duff & Phelps for investment grade
commercial paper are "Duff 1," "Duff 2" and "Duff 3." Duff & Phelps employs
three designations, "Duff 1+," "Duff 1" and "Duff 1-," within the highest rating
category. The following summarizes the rating categories used by Duff & Phelps
for commercial paper:

"Duff 1+" - Debt possesses highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations.

"Duff 1" - Debt possesses very high certainty of timely payment. Liquidity
factors are excellent and supported by good fundamental protection factors. Risk
factors are minor.

"Duff 1-" - Debt possesses very high certainty of timely payment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk
factors are very small.

"Duff 2" - Debt possesses good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.

"Duff 3" - Debt possesses satisfactory liquidity, and other protection
factors qualify issue as investment grade. Risk factors are larger and subject
to more variation. Nevertheless, timely payment is expected.

Fitch short-term ratings apply to debt obligations that are payable on
demand or have original maturities of up to three years. The following
summarizes the three highest rating categories used by Fitch for short-term
obligations.

"F-1+" - Securities possess exceptionally strong credit quality. Issues
assigned this rating are regarded as having the strongest degree of assurance
for timely payment.

"F-1" - Securities possess very strong credit quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less in degree than
issues rated "F-1+."

"F-2" - Securities possess good credit quality. Issues carrying this rating
have a satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as the "F-1+" and "F-1" categories.

-2-

<PAGE>
Fitch may also use the symbol "LOC" with its short-term ratings to indicate
that the rating is based upon a letter of credit issued by a commercial bank.

Thomson BankWatch commercial paper ratings assess the likelihood of an
untimely payment of principal or interest of debt having a maturity of one year
or less which is issued by United States commercial banks, thrifts and non-bank
banks; non-United States banks; and broker-dealers. The following summarizes the
three highest ratings used by Thomson BankWatch:

"TBW-1" - This designation represents Thomson BankWatch's highest rating
category and indicates a very high degree of likelihood that principal and
interest will be paid on a timely basis.

"TBW-2" - This designation indicates that while the degree of safety
regarding timely payment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated "TBW-1."

"TBW-3" - This designation represents the lowest investment grade category
and indicates that while the debt is more susceptible to adverse developments
(both internal and external) than obligations with higher ratings, capacity to
service principal and interest in a timely fashion is considered adequate.

IBCA assesses the investment quality of unsecured debt with an original
maturity of less than one year which is issued by bank holding companies and
their principal bank subsidiaries. The following summarizes the rating
categories used by IBCA for short-term debt ratings:

"A1+" - Obligations are supported by the highest capacity for timely
repayment.

"A1" - Obligations are supported by a strong capacity for timely repayment.

"A2" - Obligations are supported by a satisfactory capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic, or financial conditions.

Corporate and Municipal Long-Term Debt Ratings
- ----------------------------------------------

The following summarizes the three highest ratings used by Standard &
Poor's for corporate and municipal debt:

"AAA" - This designation represents the highest rating assigned by Standard
& Poor's to a debt obligation and indicates an extremely strong capacity to pay
interest and repay principal.

-3-

<PAGE>
"AA" - Debt is considered to have a very strong capacity to pay interest
and repay principal and differs from AAA issues only in small degree.

"A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

PLUS (+) OR MINUS (-) - The ratings may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

The following summarizes the three highest ratings used by Moody's for
corporate and municipal long-term debt:

"Aaa" - Bonds are judged to be of the best quality. They carry the smallest
degree of investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all standards. Together
with the "Aaa" group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in "Aaa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in "Aaa" securities.

"A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Moody's applies numerical modifiers 1, 2 and 3 in generic classifications
in its bond rating system. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a mid-
range ranking; and the modifier 3 indicates that the issue ranks at the lower
end of its generic rating category.

The following summarizes the three highest ratings used by Duff & Phelps
for corporate and municipal long-term debt:

"AAA" - Debt is considered to be of the highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

"AA" - Debt is considered of high credit quality. Protection factors are
strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

-4-

<PAGE>
"A" - Debt possesses protection factors which are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.

To provide more detailed indications of credit quality, the ratings may be
modified by the addition of a plus (+) or minus (-) sign to show relative
standing within these major categories,

The following summarizes the highest three ratings used by Fitch for
corporate and municipal bonds:

"AAA" - Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

"AA" - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future developments, short-term debts of these issuers is generally rated "F-
1+."

"A" - Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

To provide more detailed indications of credit quality, the Fitch ratings
may be modified by the addition of a plus (+) or minus (-) sign to show relative
standing within these major rating categories.

IBCA assesses the investment quality of unsecured debt with an original
maturity of more than one year which is issued by bank holding companies and
their principal bank subsidiaries. The following summarizes the highest three
rating categories used by IBCA for long-term debt ratings:

"AAA" - Obligations for which there is the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial
such that adverse changes in business, economic or financial conditions are
unlikely to increase investment risk significantly.

"AA" - Obligations for which there is a very low expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial.
Adverse changes in business, economic or financial conditions may increase
investment risk albeit not very significantly.

-5-

<PAGE>
"A" - Obligations for which there is a low expectation of investment risk.
Capacity for timely repayment of principal and interest is strong, although
adverse changes in business, economic or financial conditions may lead to
increased investment risk.

IBCA may append a rating of plus (+) or minus (-) to a rating to denote
relative status within major rating categories.

Thomson BankWatch assesses the likelihood of an untimely repayment of
principal or interest over the term to maturity of long term debt and preferred
stock which are issued by United States commercial banks, thrifts and non-bank
banks; non-United States banks; and broker-dealers. The following summarizes the
three highest rating categories used by Thomson BankWatch for long-term debt
ratings.

"AAA" - This designation represents the highest category assigned by
Thomson BankWatch to long-term debt and indicates that the ability to repay
principal and interest on a timely basis is very high.

"AA" - This designation indicates a superior ability to repay principal and
interest on a timely basis with limited incremental risk versus issues rated in
the highest category.

"A" - This designation indicates that the ability to repay principal and
interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.

PLUS (+) OR MINUS (-) - The ratings may include a plus or minus sign
designation which indicates where within the respective category the issue is
placed.

Municipal Note Ratings
- ----------------------

A Standard and Poor's rating reflects the liquidity concerns and market
access risks unique to notes due in three years or less. The following
summarizes the three highest ratings used by Standard & Poor's Corporation for
municipal notes:

"SP-1" - The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics are given a plus (+) designation.

"SP-2" - The issuers of these municipal notes exhibit satisfactory capacity
to pay principal and interest.

"SP-3" - The issuers of these municipal notes exhibit speculative capacity
to pay principal and interest.

-6-

<PAGE>
Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable Moody's Investment Grade ("VMIG"). Such
ratings recognize the differences between short-term credit risk and long-term
risk. The following summarizes the three highest ratings by Moody's Investors
Service, Inc. for short-term notes:

"MIG-1"/"VMIG-1" - Loans bearing this designation are of the best quality,
enjoying strong protection by established cash flows, superior liquidity support
or demonstrated broad-based access to the market for refinancing.

"MIG-2"/"MIG-2" - Loans bearing this designation are of high quality, with
margins of protection ample although not so large as in the preceding group.

"MIG-3"/"VMIG-3" - Loans bearing this designation are of favorable quality,
with all security elements accounted for but lacking the undeniable strength of
the preceding grades. Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.

Fitch uses the short-term ratings described under Commercial Paper Ratings
for municipal notes.

DEFINITIONS OF CERTAIN MONEY MARKET INSTRUMENTS
- -----------------------------------------------

Commercial Paper

Commercial paper consists of unsecured promissory notes issued by
corporations. Issues of commercial paper normally have maturities of less than
nine months and fixed rates of return.

Certificates of Deposit

Certificates of Deposit are negotiable certificates issued against funds
deposited in a commercial bank or a savings and loan association for a definite
period of time and earning a specified return.

Bankers' Acceptances

Bankers' acceptances are negotiable drafts or bills of exchange, normally
drawn by an importer or exporter to pay for specific merchandise, which are
"accepted" by a bank, meaning, in effect, that the bank unconditionally agrees
to pay the face value of the instrument on maturity.

U.S. Treasury Obligations

-7-

<PAGE>
U.S. Treasury Obligations are obligations issued or guaranteed as to
payment of principal and interest by the full faith and credit of the U.S.
Government. These obligations may include Treasury bills, notes and bonds, and
issues of agencies and instrumentalities of the U.S. Government, provided such
obligations are guaranteed as to payment of principal and interest by the full
faith and credit of the U.S. Government.

U.S. Government, Agency, and Instrumentality Obligations

Obligations of the U.S. Government include certificates of indebtedness,
notes and bonds, and issues of agencies and instrumentalities of the U.S.
Government, such as the Government National Mortgage Association, the Export-
Import Bank of the United States, the Tennessee Valley Authority, the Farmers
Home Administration, the Federal Home Loan Banks, the Federal Intermediate
Credit Banks, the Federal Farm Credit Banks, the Federal Land Banks, the Federal
Housing Administration, the Federal National Mortgage Association, the Federal
Home Loan Mortgage Corporation, and the Student Loan Marketing Association. Some
of these obligations, such as those of the Government National Mortgage
Association and the Export-Import Bank of the United States, are supported by
the full faith and credit of the U.S. Treasury; others, such as those of the
Federal National Mortgage Association are supported by the right of the issuer
to borrow from the Treasury; others, such as those of the Student Loan Marketing
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Federal
Farm Credit Banks, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

-8-

<PAGE>

Financial Statements
--------------------

The audited financial statements for the Money Market, Equity, Flexible
Income, Intermediate Fixed Income, and Virginia Municipal Bond Funds and
notes thereto in MarketWatch's Annual Report to Shareholders for the fiscal
year ended November 30, 1995 (the "1995 Annual Report") are incorporated in
this Statement of Additional Information by reference. No other parts of
the 1995 Annual Report are incorporated by reference herein. The financial
statements included in the 1995 Annual Report have been audited by the
Fund's independent accountants, KPMG Peat Marwick LLP, whose reports
thereon are incorporated herein by reference. Such financial statements
have been incorporated herein in reliance upon such report given upon their
authority as experts in accounting and auditing. Additional copies of the
1995 Annual Report may be obtained at no charge by telephoning the Fund at
the telephone number appearing on the front page of this Statement of
Additional Information.

<PAGE>
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits
---------------------------------

(a) Financial Statements (audited)
------------------------------

Included in Parts A and/or B of the Registration Statement are the
following audited financial statements with respect to the MarketWatch
Money Market, MarketWatch Equity, MarketWatch Flexible Income, MarketWatch
Intermediate Fixed Income, and MarketWatch Virginia Municipal Bond Funds:

Independent Auditors' Report on the Financial Statements as of November 30,
1995;

Statements of Assets and Liabilities -- November 30, 1995;

Statements of Operations for the year ended November 30, 1995;

Statements of Changes in Net Assets for the fiscal years ended November 30,
1995 and November 30, 1994;

Schedules of Portfolio Investments -- November 30, 1995;

Notes to Financial Statements -- November 30, 1995; and

Financial Highlights for the fiscal years ended November 30, 1995 and
November 30, 1994 and the period from commencement of operations through
November 30, 1993.

(b) Exhibits
--------

(1)(a) Agreement and Declaration of Trust of the Registrant dated
June 4, 1992.

(b) Amendment No. 1 to Agreement and Declaration of Trust of the
Registrant, dated February 14, 1994.

(2) Registrant's Code of Regulations.

(3) None.

(4) None.

(5) Investment Advisory Agreement dated January 27, 1993 between
Registrant and Central Fidelity Bank with respect to the CFB
MarketWatch Treasury Money Market Fund, CFB MarketWatch Short-
Term Fixed Income Fund, CFB MarketWatch Intermediate Fixed Income
Fund, CFB MarketWatch Virginia Municipal Bond Fund and CFB
MarketWatch Equity Fund.

C-1

<PAGE>
(6)(a) Distribution Agreement dated January 27, 1993 between
Registrant and The Winsbury Company with respect to the CFB
MarketWatch Treasury Money Market Fund, CFB MarketWatch
Short-Term Fixed Income Fund, CFB MarketWatch Intermediate
Fixed Income Fund, CFB MarketWatch Virginia Municipal Bond
Fund, and CFB MarketWatch Equity Fund is incorporated by
reference to Exhibit (6) of Registrant's Registration
Statement on Form N-1A filed on July 26, 1993.

(b) Distribution Agreement dated October 1, 1993 between
Registrant and The Winsbury Company with respect to the
MarketWatch Money Market Fund, MarketWatch Flexible Income
Fund, MarketWatch Intermediate Fixed Income Fund,
MarketWatch Virginia Municipal Bond Fund, and MarketWatch
Equity Fund.

(7) None.

(8)(a) Custodian Agreement dated February 17, 1993 between
Registrant and Central Fidelity Bank with respect to the CFB
MarketWatch Treasury Money Market Fund, CFB MarketWatch
Short-Term Fixed Income Fund, CFB MarketWatch Intermediate
Fixed Income Fund, CFB MarketWatch Virginia Municipal Bond
Fund, and CFB MarketWatch Equity Fund.

(b) Transfer Agency Agreement dated January 27, 1993 between
Registrant and The Winsbury Service Corporation with respect
to the CFB MarketWatch Treasury Money Market Fund, CFB
MarketWatch Short-Term Fixed Income Fund, CFB MarketWatch
Intermediate Fixed Income Fund, CFB MarketWatch Virginia
Municipal Bond Fund, and CFB MarketWatch Equity Fund is
incorporated by reference to Exhibit (8)(b) of Registrant's
Registration Statement on Form N-1A filed on July 26, 1993.

(c) Transfer Agency Agreement dated October 1, 1993 between
Registrant and The Winsbury Service Corporation with respect
to the MarketWatch Money Market Fund, MarketWatch Flexible
Income Fund, MarketWatch Intermediate Fixed Income Fund,
MarketWatch Virginia Municipal Bond Fund, and MarketWatch
Equity Fund.

(9)(a) Management and Administration Agreement dated January 27,
1993 between Registrant and The Winsbury Company with
respect to the CFB MarketWatch Treasury Money Market Fund,
CFB MarketWatch Short-Term Fixed Income Fund, CFB
MarketWatch Intermediate Fixed Income Fund, CFB MarketWatch
Virginia Municipal Bond Fund, and CFB MarketWatch Equity
Fund is incorporated by reference to Exhibit (9)(a) of
Registrant's Registration Statement on Form N-1A filed on
July 26, 1993.

(b) Management and Administration Agreement dated October 1,
1993 between Registrant and The Winsbury Company with
respect to the MarketWatch Money Market Fund, MarketWatch
Flexible Income Fund, MarketWatch

C-2

<PAGE>
Intermediate Fixed Income Fund, MarketWatch Virginia
Municipal Bond Fund, and MarketWatch Equity Fund.

(c) Fund Accounting Agreement dated January 27, 1993 between
Registrant and The Winsbury Service Corporation with respect
to the CFB MarketWatch Treasury Money Market Fund, CFB
MarketWatch Short-Term Fixed Income Fund, CFB MarketWatch
Intermediate Fixed Income Fund, CFB MarketWatch Virginia
Municipal Bond Fund, and CFB MarketWatch Equity Fund is
incorporated by reference to Exhibit (9)(b) of Registrant's
Registration Statement on Form N-1A filed on July 26, 1993.

(d) Fund Accounting Agreement dated October 1, 1993 between
Registrant and The Winsbury Service Corporation with respect
to the MarketWatch Money Market Fund, MarketWatch Flexible
Income Fund, MarketWatch Intermediate Fixed Income Fund,
MarketWatch Virginia Municipal Bond Fund, and MarketWatch
Equity Fund.

* (10) Opinion of Drinker Biddle & Reath, counsel for the Registrant.

(11)(a) Consent of KPMG Peat Marwick LLP.

(b) Consent of Drinker Biddle & Reath.

(12) None.

(13) Purchase Agreement dated January 27, 1993 between Registrant and
The Winsbury Company.

(14) None.

(15)(a) Distribution and Services Plan is incorporated by reference
to Exhibit (15) in Registrant's Registration Statement on
Form N-1A filed on July 26, 1993.

(b) Distribution and Services Plan dated October 1, 1993 between
Registrant and The Winsbury Company.

(16) Schedules of Performance Computations Money Market, Flexible
Income, Intermediate Fixed Income, Virginia Municipal Bond, and
Equity Funds are incorporated by reference to Exhibit (16) in
Registrant's Registration Statement on Form N-1A filed on
February 14, 1994.

(27) Financial Data Schedules for Money Market, Equity, Flexible
Income Fund, Intermediate Fixed Income, and Virginia Municipal
Bond Funds.

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

* Registrant's 24f-2 Notice and related Opinion of Counsel relating to its
election to register an indefinite number of Shares of beneficial interest
in its Money Market Fund, Equity, Flexible Income Fund, Intermediate Fixed
Income Fund, and Virginia Municipal Bond Fund was filed on January 26,
1996.

C-3

<PAGE>
Item 25. Persons Controlled By or Under Common Control with Registrant
-------------------------------------------------------------

None.

Item 26. Number of Holders of Securities
-------------------------------

The following information is as of February 29, 1995:

Title of Class Number of Record Holders
-------------- ------------------------

Money Market Fund 87
Equity Fund 2,664
Flexible Income Fund 60
Intermediate Fixed Income Fund 262
Virginia Municipal Bond Fund 456

Item 27. Indemnification
---------------

Indemnification of Registrant's principal underwriter against certain
losses is provided for in Section 1.11 and 1.12 of the Distribution
Agreement which is filed as Exhibit (6)(b). Indemnification of Registrant's
Custodian and Transfer Agent is provided for, respectively, in Section 16
of the Custodian Agreement which is incorporated herein by reference to
Exhibit (8)(a) and Section 7 of the Transfer Agency Agreement which is
filed as Exhibit (8)(c). Indemnification of Registrant's fund accountant is
provided for in Section 6 of the Fund Accounting Agreement filed which is
as Exhibit (9)(d). Registrant has obtained from a major insurance carrier a
trustees' and officers' liability policy covering certain types of errors
and omissions. In addition, Section 9.3 of the Registrant's Agreement and
Declaration of Trust incorporated herein by reference to Exhibit 1 in
Registrant's Registration Statement as initially filed, provides as
follows:

9.3 Indemnification of Trustees, Representatives and Employees. The Trust
----------------------------------------------------------
shall indemnify each of its trustees against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as
fines and penalties, and as counsel fees) reasonably incurred by him in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while as a trustee or thereafter, by reason of
his being or having been such a trustee except with respect to any matter
------
as to which he shall have been adjudicated to have acted in bad faith,
willful misfeasance, gross negligence or reckless disregard of his duties,
provided that as to any matter disposed of by a compromise payment by such
--------
person, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless
the Trust shall have received a written opinion from independent legal
counsel approved by the trustees to the effect that if either the matter of
willful misfeasance, gross negligence or reckless disregard of duty, or the
matter of bad faith had been adjudicated, it would in the opinion of such
counsel have been adjudicated in favor of such person. The rights accruing
to any person under these provisions shall not exclude any other right to
which he may be lawfully entitled, provided that no person may satisfy any
--------
right of indemnity or reimbursement hereunder except out of the property of
the Trust. The

C-4

<PAGE>
trustees may make advance payments in connection with the indemnification
under this Section 9.3, provided that the indemnified person shall have
--------
given a written undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such indemnification.

The trustees shall have the power to indemnify representatives and
employees of the Trust to the same extent that Trustees are entitled to
indemnification pursuant to this Section 9.3.

Insofar as indemnification for liability arising under the Securities Act
of 1933 as amended may be permitted to trustees, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a trustee, officer or
controlling person of Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Section 9.6 of the Registrant's Agreement and Declaration of Trust,
incorporated herein by reference to Exhibit 1 in Registrant's Registration
Statement as initially filed, also provides for the indemnification of
shareholders of the Registrant. Section 9.6 states as follows:

9.6 Indemnification of Shareholders. In case any Shareholder or former
-------------------------------
Shareholder shall be held to be personally liable solely by reason of his
being or having been a Shareholder and not because of his acts or omissions
or for some other reason, the Shareholder or former Shareholder (or his
heirs, executors, administrators or other legal representatives or, in the
case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the classes of
Shares with the same alphabetical designation as that of the Shares owned
by such Shareholder to be held harmless from and indemnified against all
loss and expense arising from such liability. The Trust shall, upon request
by the Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligations of the Trust and satisfy and
judgment thereon from such assets.

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------

(a) Central Fidelity National Bank, with principal offices in Richmond,
Virginia, offers banking services in the Commonwealth of Virginia. Central
Fidelity National Bank is controlled by Central Fidelity Banks, Inc., a
registered bank holding company.

To Registrant's knowledge, none of the directors or senior executive
officers of Central Fidelity National Bank, except those set forth below,
is, or has been at any time during Registrant's past two fiscal years,
engaged in any other business, profession, vocation or employment of a
substantial nature, except that certain directors and officers of Central
Fidelity National Bank also hold various positions with, and engage in
business for, affiliates

C-5

<PAGE>
of Central Fidelity National Bank. Set forth below are the names and
principal business of the directors and certain of the senior executive
officers of Central Fidelity National Bank who are or have been engaged in
any other business, profession, vocation or employment of a substantial
nature.

Position
with Central Other Type
Fidelity Business of
Name National Bank Connections Business
- ---- ------------- ------------ ---------

Bernard C. Baldwin, III Director Attorney, Edmunds & Law
Williams, P.C.
800 Main Street,
Suite 400
P.O. Box 958,
Lynchburg, VA 24505

Richard A. Director President, Shoe
Carrington, III Consolidated Shoe Co. Manufacturing
P.O. Box 10549,
Lynchburg, VA 24506

Edward T. Caton, III Director Attorney, Law
Edward T. Caton, P.C.
2508 Pacific Ave.
P.O. Box 6,
Virginia Beach, VA 23458

Ashton W. Clarke Director Retired, former Chairman Banking
of The First National
Bank of Yorktown,
122 Barclay Road,
Newport News, VA 23606

Manuel Deese Director Currently Executive Insurance
Vice President and
Chief Operating Officer,
Trigon, Blue Cross &
Blue Shield of Virginia;
2015 Staples Mill Road
P.O. Box 27401
Richmond, VA 23279;
Prior to December 1990,
Senior Vice President,
Blue Cross & Blue
Shield of Virginia

Donald F. DeLaney Director Retired, February 1989 Consulting
to February 1991,
Consultant to Central
Fidelity Bank

C-6

<PAGE>
Position
with Central Other Type
Fidelity Business of
Name National Bank Connections Business
- ---- ------------- ------------ ---------

Ronald V. Dolan Director President, First Insurance
Colony Life Insurance Co.,
P.O. Box 1280
Lynchburg, VA 24505

George H. Gilliam Director Managing Attorney, Law
Paxson, Smith, Gilliam &
Scott, P.C.
P.O. Box 2737
Charlottesville, VA 22902

C. Linwood Holt Director President, Norcarva Construction
Constructors, Inc.,
P.O. Box 698,
Clarksville, VA 23927

Fred H. Lawson Director President, Manufacturing
Courtland Manufacturing Co.
Route 3, Box 3,
Appomattox, VA 24522

William R. Lewis, Jr. Director President, Farming
Associated Farms,
P.O. Box 20,
Accomac, VA 23301

T. Justin Moore, III Director Attorney, Hunton Law
& Williams
951 E. Byrd Street
Richmond, VA 23219

Hubel Robins, Jr. Director President, Robins Insurance
Insurance Agency, Inc.
P.O. Box 29676,
Richmond, VA 23229

Gustav H. Stalling, III Director President, Manufacturing
Stalling, Inc.
P.O. Box 568,
Lynchburg, VA 24505

Item 29. Principal Underwriter
---------------------

(a) The BISYS Fund Services, Inc. acts as distributor and administrator for
Registrant. The BISYS Fund Services, Inc. also distributes the securities
of The American Performance Funds, The Highmark Group, The Parkstone Group
of Funds, The Victory Portfolios, The Sessions Group, The AmSouth Mutual
Funds Group, The Coventry Groups, The BB&T Mutual Funds Group, The ARCH
Fund, Inc., The Pacific Capital Funds, The MMA Praxis Funds, The
Riverfront Funds, Inc., Mariner Mutual Funds Trust, Mariner Funds Trust,
The Qualivest Funds, Fountain Square Funds, and The

C-7

<PAGE>

MSD&T Funds, Inc. each of which is an open-end management investment
company. BISYS Fund Services Inc. is an Ohio limited partnership, the sole
general partner of which is The BISYS Fund Services, Inc., an Ohio
corporation.

(b) To the best of Registrant's knowledge, the partners of The BISYS Fund
Services, Inc. are as follows:

Name and
Principal Positions and Positions and
Business Offices with Offices with
Address The Winsbury Company Registrant
- --------- -------------------- -------------

BISYS Fund Services, Inc. Sole General Partner None
150 Clove Road
Little Falls, NJ 07424

WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424

Item 30. Location of Accounts and Records
--------------------------------

(1) Central Fidelity National Bank, 1021 East Cary Street, P.O. Box 27602,
Richmond, Virginia 23261 (records relating to its functions as
investment adviser and custodian - all portfolios).

(2) The BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as administrator and distributor).

(3) The MarketWatch Funds, 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as transfer agent and Fund
accountant).

(4) Drinker Biddle & Reath, 1345 Chestnut Street, Philadelphia,
Pennsylvania 19107-3496 (Registrant's Agreement and Declaration of
Trust, Code of Regulations, and Minute Books).

Item 31. Management Services
-------------------

None.

C-8

<PAGE>
Item 32. Undertakings
------------

Registrant undertakes to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 as though they were applicable to it.

Registrant undertakes to furnish each person to whom a prospectus is
delivered a copy of the Registrant's latest annual report to Shareholders
upon request and without charge.

C-9

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, as amended
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended,
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Columbus and the State of Ohio, on the 28th day of March, 1996.

MARKETWATCH FUNDS

/s/Walter B. Grimm
---------------------------

Walter B. Grimm, President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
--------- ----- ----

*J. David Huber Chairman of the March 28, 1996
- --------------------------
J. David Huber Board and Trustee

/s/ Walter B. Grimm Trustee and March 28, 1996
- --------------------------
Walter B. Grimm President
(Principal Executive
Officer)

*Stephen G. Mintos Treasurer March 28, 1996
- --------------------------
Stephen G. Mintos Vice President and
(Principal Financial
and Accounting
Officer)

*Anne Gregory Rhodes Trustee March 28, 1996
- --------------------------
Anne Gregory Rhodes

*Alvin J. Schexnider Trustee March 28, 1996
- --------------------------
Alvin J. Schexnider

*G.E.R. Stiles Trustee March 28, 1996
- -------------------------
G.E.R. Stiles

*By: /s/Walter B. Grimm
-------------------
Walter B. Grimm
Attorney-in-Fact

<PAGE>

MARKETWATCH FUNDS
(THE "TRUST")

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
hereby appoints Walter B. Grimm and Christina T. Simmons, and either of them his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute the Trust's Registration Statement on
Form N-1A pursuant to the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended (the "Acts"), and any and all amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith pursuant to said Acts and any rules, regulations, or
requirements of the Securities and Exchange Commission in respect thereof, and
to file the same with the Securities and Exchange Commission, and either of said
attorneys shall have full power and authority, to do and perform in the name and
on behalf of the undersigned in any and all capacities, every act whatsoever
requisite or necessary to be done, as fully and to all intents and purposes as
he might or could do in person hereby ratifying and confirming all that said
attorneys, or either of them, may lawfully do or cause to be done by virtue
hereof.

Dated: /s/J. David Huber
-----------------
J. David Huber

<PAGE>

MARKETWATCH FUNDS
(THE "TRUST")

POWER OF ATTORNEY
-----------------

Dated: /s/G.E.R. Stiles
----------------
G.E.R. Stiles

<PAGE>

MARKETWATCH FUNDS
(THE "TRUST")

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
hereby appoints Walter B. Grimm and Christina T. Simmons, and either of them his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute the Trust's Registration Statement on
Form N-1A pursuant to the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended (the "Acts"), and any and all amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith pursuant to said Acts and any rules, regulations, or
requirements of the Securities and Exchange Commission in respect thereof, and
to file the same with the Securities and Exchange Commission, and said attorney
shall have full power and authority, to do and perform in the name and on behalf
of the undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as he might or
could do in person hereby ratifying and confirming all that said attorney, may
lawfully do or cause to be done by virtue hereof.

Dated: /s/Stephen G. Mintos
--------------------
Stephen G. Mintos

<PAGE>

MARKETWATCH FUNDS
(THE "TRUST")

POWER OF ATTORNEY
-----------------

Dated: /s/Alvin J. Schexnider
----------------------
Alvin J. Schexnider

<PAGE>

MARKETWATCH FUNDS
(THE "TRUST")

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
hereby appoints Walter B. Grimm and Christina T. Simmons, and either of them her
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for her and in her name, place and stead, in her capacity as
trustee or officer, or both, to execute the Trust's Registration Statement on
Form N-1A pursuant to the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended (the "Acts"), and any and all amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith pursuant to said Acts and any rules, regulations, or
requirements of the Securities and Exchange Commission in respect thereof, and
to file the same with the Securities and Exchange Commission, and said attorney
shall have full power and authority, to do and perform in the name and on behalf
of the undersigned in any and all capacities, every act whatsoever requisite or
necessary to be done, as fully and to all intents and purposes as she might or
could do in person hereby ratifying and confirming all that said attorney, may
lawfully do or cause to be done by virtue hereof.

Dated: /s/Anne Gregory Rhodes
----------------------
Anne Gregory Rhodes

<PAGE>
MARKETWATCH FUNDS
-----------------

Certificate of Secretary

The following resolution was duly adopted by the Board of Trustees of
MarketWatch Funds (the "Trust") on October 3, 1995 and remains in effect on the
date hereof:

FURTHER RESOLVED, that the trustees and officers of the Trust who may
be required to execute any Post-Effective Amendments to the Trust's Registration
Statement on Form N-1A be, and each of them hereby is, authorized to execute a
power of attorney appointing Walter B. Grimm and Christina T. Simmons and either
of them, their true and lawful attorney or attorneys, to execute in their name,
place and stead, in the capacity of trustee, officer, or both or as agent,
respectively, of the Trust, any Post-Effective Amendments to said Registration
Statement and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission; and either of
said attorneys shall have the power to act thereunder with or without the other
of said attorneys and shall have full power of substitution and resubstitution;
and either of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of said trustees and officers, or any
or all of them, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as each of said trustees or officers, or any or all of them, might or could do
in person, said acts of said attorneys, or either of them, being hereby ratified
and approved.

MARKETWATCH FUNDS

BY:/s/ Christina T. Simmons
------------------------
Christina T. Simmons
Dated: March 28, 1996

<PAGE>

EXHIBIT INDEX
-------------

Exhibit
Number Description Page No.
- ------ ----------- --------

(1)(a) Agreement and Declaration of Trust of the Registrant dated
June 4, 1992.

(1)(b) Amendment No. 1 to Agreement and Declaration of Trust of the
Registrant, dated February 14, 1994.

(2) Registrant's Code of Regulations.

(5) Investment Advisory Agreement dated January 27, 1993 between
Registrant and Central Fidelity Bank with respect to the CFB
MarketWatch Treasury Money Market Fund, CFB MarketWatch Short-
Term Fixed Income Fund, CFB MarketWatch Intermediate Fixed
Income Fund, CFB MarketWatch Virginia Municipal Bond Fund and
CFB MarketWatch Equity Fund.

(6)(b) Distribution Agreement dated October 1, 1993 between
Registrant and The Winsbury Company with respect to the
MarketWatch Money Market Fund, MarketWatch Flexible Income
Fund, MarketWatch Intermediate Fixed Income Fund, MarketWatch
Virginia Municipal Bond Fund, and MarketWatch Equity Fund.

(8)(a) Custodian Agreement dated February 17, 1993 between Registrant
and Central Fidelity Bank with respect to the CFB MarketWatch
Treasury Money Market Fund, CFB MarketWatch Short-Term Fixed
Income Fund, CFB MarketWatch Intermediate Fixed Income Fund,
CFB MarketWatch Virginia Municipal Bond Fund, and CFB
MarketWatch Equity Fund.

(8)(c) Transfer Agency Agreement dated October 1, 1993 between
Registrant and The Winsbury Service Corporation with respect
to the MarketWatch Money Market Fund, MarketWatch Flexible
Income Fund, MarketWatch Intermediate Fixed Income Fund,
MarketWatch Virginia Municipal Bond Fund, and MarketWatch
Equity Fund.

(9)(b) Management and Administration Agreement dated October 1, 1993
between Registrant and The Winsbury Company with respect to
the MarketWatch Money Market Fund, MarketWatch Flexible
Income Fund, MarketWatch Intermediate Fixed Income Fund,
MarketWatch Virginia Municipal Bond Fund, and MarketWatch
Equity Fund.

(9)(d) Fund Accounting Agreement dated October 1, 1993 between
Registrant and The Winsbury Service Corporation with respect
to the MarketWatch Money Market Fund, MarketWatch Flexible
Income Fund, MarketWatch Intermediate Fixed Income Fund,
MarketWatch Virginia Municipal Bond Fund, and MarketWatch
Equity Fund.

(10) Opinion of Drinker Biddle & Reath, counsel for the Registrant.

<PAGE>

(11)(a) Consent of KPMG Peat Marwick LLP.

(11)(b) Consent of Drinker Biddle & Reath.

(13) Purchase Agreement dated January 27, 1993 between Registrant
and The Winsbury Company.

(15)(b) Distribution and Services Plan dated October 1, 1993 between
Registrant and The Winsbury Company.

(16) Schedules of Performance Computations Money Market, Flexible
Income, Intermediate Fixed Income, Virginia Municipal Bond,
and Equity Funds is incorporated by reference to Exhibit (16)
of Registrant's Registration Statement on Form N-1A filed on
Feburary 14, 1994.

(27) Financial Data Schedule for the Equity Fund for the Period Ended
November 30, 1995.

Financial Data Schedule for the Flexible Income Fund for the Period
Ended November 30, 1995.

Financial Data Schedule for the Intermmediate Fixed Income Fund
for the Period Ended November 30, 1995.

Financial Data Schedule for the Money Market Fund for the Period
Ended November 30, 1995.

Financial Data Schedule for the Virginia Municipal Bond Fund for
the Period Ended November 30, 1995.

EXHIBIT 1.(a)

AGREEMENT AND DECLARATION OF TRUST
OF
CFB MARKETWATCH FUNDS

This AGREEMENT AND DECLARATION OF TRUST, made at Boston,
Massachusetts this 4th day of June, 1992 by and between the
Settlor named below and the Trustee whose signature is set forth
below (the "Initial Trustee"),

W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -

WHEREAS, Bryan Chegwidden, an individual residing in
Boston, Massachusetts (the "Settlor"), proposes to deliver to the
Initial Trustee the sum of one hundred dollars ($100.00) lawful
money of the United States of America in trust hereunder and to
authorize the Initial Trustee and all other Persons acting as
Trustees hereunder to employ such funds, and any other funds
coming into their hands or the hands of their successor or
successors as such Trustees, to carry on the business of an
investment company, and as such of buying, selling, investing in
or otherwise dealing in and with stocks, bonds, debentures,
warrants, options, futures contracts and other securities and
interests therein, or calls or puts with respect to any of the
same, or such other and further investment media and other
property as the Trustees may deem advisable, which are not
prohibited by law or the terms of this Declaration of Trust; and

WHEREAS, the Initial Trustee is willing to accept such sum,
together with any and all additions thereto and the income or
increments thereof, upon the terms, conditions and trusts
hereinafter set forth; and

WHEREAS, it is proposed that the assets held by the Trustees
may be divided into separate funds or portfolios, each with its
own separate investment assets, investment objective, policies
and purposes, and that the beneficial interest in each such fund
or portfolio be divided into transferable shares of beneficial
interest, with one or more separate classes of shares for each
fund or portfolio, all in accordance with the provisions
hereinafter set forth; and

WHEREAS, it is desired that the trust established hereby
(the "Trust") be managed and operated as a trust with
transferable shares under the laws of the Commonwealth of
Massachusetts, of the type commonly known as and referred to as a
Massachusetts business trust with transferable Shares, in
accordance with the provisions hereinafter set forth;

NOW, THEREFORE, the Initial Trustee, for himself and his
successors as Trustees, hereby declares, and agrees with the
Settlor, for himself and for all Persons who shall hereafter
become holders of shares of beneficial interest of the Trust that
the Trustees will hold the sum delivered to them upon the
execution hereof, and all other and further cash, securities and
other property of every type and description which they may in
any way acquire in their capacity as such Trustees, together with
the income therefrom and the proceeds thereof, IN TRUST
NEVERTHELESS, to manage and dispose of the same for the benefit
of the holders from time to time of the shares of beneficial
interest of the several classes being issued and to be issued
hereunder and in the manner and subject to the provisions hereof,
to wit:

<PAGE>

NAME

This trust shall be known as CFB MARKETWATCH FUNDS
hereinafter called the "Trust"), and the Trustees shall conduct
the business of the Trust under that name or any other name as
they shall from time to time determine.

II.

DEFINITIONS

2.1 Definition of Certain Terms. As used in this
---------------------------
Declaration of Trust, the terms set forth below shall have the
following meanings:

A. The "Act" refers to the Investment Company Act of
1940, as now or hereafter amended, to the rules and regulations
adopted from time to time thereunder and to any order or orders
thereunder which may from time to time be applicable to the
Trust.

B. The terms "affiliated person," "assignment" and
"interested person" shall have the respective meanings set forth
in the Act. The term "vote of a majority of outstanding Shares"
shall mean the "vote of a majority of the outstanding voting
securities" as defined in the Section 2(a)(42) of the Act.

C. The "Regulations" shall refer to the Code of
Regulations of the Trust as adopted and amended from time to
time.

D. The "Declaration of Trust" shall mean this
Declaration of Trust as amended or restated from time to time.

E. "Person" shall mean a natural person, a
corporation, a partnership, an association, a joint-stock
company, a trust, a fund or any organized group of persons
whether incorporated or not.

-2-

<PAGE>

F. "Shares" means the equal proportionate
transferable units of interest of each class into which the
beneficial interest in the Trust may be classified or
reclassified from time to time by the Trustees acting under this
Declaration of Trust, or in the absence of such action, means the
equal proportionate transferable units of interest into which the
entire beneficial interest in the Trust shall be divided from
time to time, and includes fractions of Shares as well as whole
Shares.

G. "Shareholder" means a record owner of Shares in
the Trust.

H. The "Trustees" refers to the individual trustees
of the Trust named herein or elected in accordance with
Article VI hereof in their capacity as trustees hereunder and not
as individuals and to their successor or successors while serving
in office as a trustee of the Trust, and includes a single
trustee.

I. "Trust Property" means any and all assets and
property, real or personal, tangible or intangible, which is
owned or held by or for the account of the Trust or the Trustees.

III.

PURPOSE OF TRUST; AGENT FOR SERVICE

The Trust is a Massachusetts business trust with
transferable Shares of the type described in Chapter 182
Section 1 of the General Laws of the Commonwealth of
Massachusetts formed for the purpose of acting as a management
investment company under the Act; provided, however, that the
-------- -------
Trust may exercise all powers which are ordinarily exercised by
or permissible for Massachusetts business trusts with
transferable Shares.

The Agent of the Trust for Service of Process within the
Commonwealth of Massachusetts shall be: CT Corporation System,
Two Oliver Street, Boston, Massachusetts 02109.

IV.

OWNERSHIP OF ASSETS OF THE TRUST

The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity, other than
as Trustees hereunder, by the Trustees, including without
limitation any successor Trustees. Legal title to all the assets
of the Trust shall be vested in the Trustees as joint tenants

-3-

<PAGE>

except that the Trustees shall have power to cause legal title to
any assets of the Trust to be held by or in the name of one or
more of the Trustees, or in the name of the Trust, or in the name
of any other person as nominee, on such terms as the Trustees may
reasonably determine. The right, title and interest of the
Trustees in the assets of the Trust shall vest automatically in
each person who may hereafter become a Trustee. Upon the
resignation, removal or death of a Trustee, such Trustee shall
automatically cease to have any right, title or interest in any
of the assets of the Trust, and the right, title and interest of
such Trustee in the assets of the Trust shall vest automatically
in the remaining Trustees. Such vesting and cessation of title
shall be effective regardless of whether conveyancing documents
(pursuant to Section 6.6 hereof or otherwise) have been executed
and delivered. Except to the extent otherwise required by
Article V hereof, no Shareholder shall be deemed to have
severable ownership in any individual asset of the Trust or any
right of partition or possession thereof, or shall be called upon
to assume any loss of the Trust or suffer an assessment of any
kind by virtue of his ownership of Shares, but each Shareholder
shall have a proportionate undivided beneficial interest in the
assets belonging to a particular class or classes of Shares to
the extent provided in Article V. The ownership of the Trust
Property of every description and the right to conduct any
business hereinbefore described shall be vested exclusively in
the Trustees, and the Shareholders shall have no interest therein
other than the beneficial interest conferred by their Shares, and
they shall have no right to call for any partition or division of
any property, profits, rights or interests of the Trust nor can
they be called upon to assume any losses of the Trust or suffer
an assessment of any kind by virtue of their ownership of Shares.
The Shares shall be personal property giving only the rights
specifically set forth in this Declaration of Trust. Shares
shall not entitle any holder thereof to preference, preemptive,
appraisal, conversion or exchange rights, except as the Trustees
may determine pursuant to Article V hereof.

SHAREHOLDERS; BENEFICIAL INTEREST IN THE TRUST;
PURCHASE AND REDEMPTION OF SHARES

5.1 Shares in the Trust.
-------------------

A. The beneficial interest in the Trust shall at all
times be divided into an unlimited number of full and fractional
transferable Shares with a par value of $.001 per share. All
Shares shall be of one class, provided that subject to this
--------
Declaration of Trust and the requirements of applicable law, the
Trustees shall have the power to classify or reclassify any
unissued Shares into any number of additional classes of Shares
by setting or changing in any one or more respects, from time to
time before the issuance thereof, their designations,
preferences, conversion or other rights, voting powers,

-4-

<PAGE>

restrictions, limitations, qualifications or terms or conditions
of redemption, and provided further that the investment
-------- -------
objectives, policies and restrictions governing the management
and operations of the Trust, including the management of assets
belonging to any class of Shares, may from time to time be
changed or supplemented by the Trustees, subject to the
requirements of the Act. The power of the Trustees to classify
or reclassify Shares shall include, without limitation, the power
to classify or reclassify any class of Shares into one or more
series of such class. A copy of each action of the Trustees by
which Shares are classified or reclassified pursuant to this
subsection 5.1(A), executed by a majority of the Trustees (or by
an officer of the Trust pursuant to a vote of a majority of the
Trustees), shall be kept at the office of the Trust where it may
be inspected by any Shareholder, and one copy of each such
instrument shall be filed with the Secretary of The Commonwealth
of Massachusetts, as well as with any other governmental office
where such filing may from time to time be required by the laws
of Massachusetts. All references to Shares in this Declaration
of Trust which are not accompanied by a reference to any
particular class of Shares shall be deemed to apply to all
outstanding Shares of any and all classes. All references in
this Declaration of Trust to any class of Shares shall include
and refer to the Shares of any series thereof.

Upon the issuance of the first Share of a second class of
Shares classified or reclassified by the Trustees pursuant to
this Section 5.1, all Shares theretofore issued and outstanding
shall automatically represent Shares of a separate class having
the preferences, conversion and
other rights, voting powers, restrictions, limitations,
qualifications and terms and conditions of redemption provided
for in this Declaration of Trust with respect to any class of
Shares. The Trustees may from time to time divide or combine the
outstanding Shares of the Trust, or of any class or classes with
the same alphabetical designation, into a greater or lesser
number without thereby changing the proportionate beneficial
interest of the Shares in the Trust as so divided or combined or
in the assets belonging to such class or classes, as the case may
be.

At any time that there are no Shares outstanding of a
particular class previously established and designated, the
Trustees may abolish that class and the establishment and
designation thereof.

B. Subject always to the power of the Trustees to
classify and reclassify any unissued Shares pursuant to
subsection A of this Section 5.1, Shares of the Trust shall
(unless the Trustees otherwise determine with respect to a class
of Shares at the time of establishing and designating the same)
have the following designations, preferences, conversion and

-5-

<PAGE>

other rights, voting powers, restrictions, limitations,
qualifications and terms and conditions of redemption:

(1) Designations. The Board of Trustees shall
------------
give each class of Shares an alphabetical designation ("A," "B,"
"C," etc.), and may give any class of Shares such supplementary
designations as the Board may deem appropriate. More than one
class of Shares may have the same alphabetical designation.

(2) Assets Belonging to Classes With Same
-------------------------------------
Alphabetical Designation. All consideration received by the
------------------------
Trust for the issue and sale of Shares of any class shall be
commingled, invested and reinvested together with the
consideration received by the Trust for the issue and sale of
Shares of such other class or classes, if any, that have the same
alphabetical designation, along with all income, earnings,
profits and proceeds derived from the investment thereof,
including any proceeds derived from the sale, exchange or
liquidation of such investments, any funds or payments derived
from any reinvestment of such proceeds in whatever form the same
may be, and any general assets of the Trust not belonging to a
particular class which the Trustees may, in their sole
discretion, allocate to such classes having the same alphabetical
designation, and shall irrevocably belong to the classes with
respect to which such assets, payments or funds were received or
allocated for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of
the Trust. For purposes of this Declaration of Trust, such
assets and the income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment
of such proceeds in whatever form, are referred to as "assets
belonging to" such classes. Each Share of the classes having the
same alphabetical designation shall share equally with each other

Share of such classes in the assets belonging to such classes.
Shareholders of any class of Shares shall have no right, title or
interest in or to the assets belonging to any class of Shares
with a different alphabetical designation.

(3) Liabilities Belonging to Classes With Same
------------------------------------------
Alphabetical Designation. The assets belonging to classes of
------------------------
Shares with the same alphabetical designation shall be charged
with the direct liabilities in respect of such classes and shall
also be charged with such classes' proportionate share of the
general liabilities of the Trust as determined by comparing the
assets belonging to such classes with the aggregate assets of the
Trust, provided, that the Board of Trustees may, in their
--------
discretion, direct that any one or more general liabilities of
the Trust be allocated to the respective classes on a different
basis. The liabilities so charged to such classes are herein
referred to as "liabilities belonging to" such classes, and each
Share of such classes shall be charged equally with each other

-6-

<PAGE>

Share of a class having the same alphabetical designation with
the liabilities belonging to such classes, except that:

(a) A class of Shares with respect to which
agreements are entered into by or on behalf of the Trust pursuant
to which institutions agree to provide services with respect to
beneficial owners of Shares of that class but not with respect to
beneficial owners of Shares of other classes with the same
alphabetical designation shall bear the expenses and liabilities
relating to such agreements, as well as any other expenses
directly attributable to such class of Shares which the Trustees
determine should be borne solely by such class; and

(b) A class of Shares shall not be required
to bear the expenses and liabilities relating to any agreement
described in clause (a) above pursuant to which an institution
agrees to provide services with respect to beneficial owners of
Shares of other classes with the same alphabetical designation
but not to beneficial owners of Shares of that class, or any
other expenses directly attributable to one or more other classes
of Shares which the Trustees determine should be borne solely by
such other class or classes.

(4) Dividends and Distributions. Shares of
---------------------------
classes having the same alphabetical designation shall be
entitled to such dividends and distributions, in Shares or in
cash or both, as may be declared from time to time by the
Trustees, acting in their sole discretion, with respect to such
classes, provided that such dividends and distributions shall be
--------
paid only out of the lawfully available "assets belonging to"
such classes as such term is defined in subsection B(2) of this
Section 5.1.

(5) Liquidating Distributions. In the event of
-------------------------
the termination of the Trust and the winding up of its affairs,
the Shareholders of classes having the same alphabetical
designation shall be entitled to receive out of the assets of the
Trust available for distribution to Shareholders, but other than
general assets not belonging to any particular class of Shares,
the assets belonging to such classes and the assets so
distributable to the Shareholders of such

-7-

<PAGE>

classes shall, subject to the allocation of certain liabilities
to a particular class as set forth in subsection B(3) of this
Section 5.1, be distributed among such shareholders in proportion
to the number of Shares of such classes held by them and recorded
in their name on the books of the Trust. In the event that there
are any general assets not belonging to any particular class of
Shares and available for distribution, the Shareholders of
classes having the same alphabetical designation shall be
entitled to receive a portion of such general assets determined
by comparing the assets belonging to such classes with the
aggregate assets of the Trust; and the assets so distributable to
the Shareholders of such classes shall, subject to the allocation
of certain liabilities to a particular class as set forth in
subsection B(3) of this Section 5.1, be distributed among such
Shareholders in proportion to the number of Shares of such
classes held by them and recorded in their name on the books of
the Trust.

(6) Voting. The holder of each Share shall be
------
entitled to one vote for each full Share, and a proportionate
fractional vote for each fractional Share, irrespective of the
class, then recorded in his name on the books of the Trust, to
the extent provided in Article VIII hereof.

(7) Preemptive Rights. Shareholders shall have
-----------------
no preemptive or other rights to subscribe to any additional
Shares or other securities issued by the Trust.

(8) Conversion Rights. The Trustees shall have
-----------------
the authority to provide from time to time that the holders of
Shares of any class shall have the right to convert or exchange
said Shares for or into Shares of one or more other classes in
accordance with such requirements and procedures as may be
established from time to time by the Trustees.

(9) Redemption of Shares. To the extent of the
--------------------
assets of the Trust legally available for such redemptions, a
Shareholder of the Trust shall have the right to require the
Trust to redeem his full and fractional Shares of any class out
of assets belonging to the classes with the same alphabetical
designation as such class at a redemption price equal to the net
asset value per Share next determined after receipt of a request
to redeem in proper form as determined by the Trustees, subject
to the right of the Trustees to suspend the right of redemption
of Shares or postpone the date of payment of such redemption
price in accordance with the provisions of applicable law. The
Trustees shall establish such rules and procedures as they deem
appropriate for the redemption of Shares, provided that all
redemptions shall be in accordance with the Act. Without
limiting the generality of the foregoing, the Trust shall, to the
extent permitted by applicable law, have the right at any time to
redeem the Shares owned by any holder thereof: (a) in connection

with the termination of any class of Shares as provided
hereunder; (b) if the value of such Shares in the account or
accounts maintained by the Trust or its transfer agent for any
class or classes of Shares is less than the value determined from
time to time by the Trustees as the minimum required for an
account or accounts of such class or classes, provided that the
--------
Trust shall provide a Shareholder with written notice at least
fifteen (15) days prior to effecting a redemption of Shares as a
result of not satisfying such requirement; (c) to reimburse the
Trust for any loss it has sustained by reason of the failure of
such Shareholder to make full payment for Shares purchased by
such Shareholder; (d) to collect any charge relating to a

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<PAGE>

transaction effected for the benefit of such Shareholder which is
applicable to Shares as provided in the prospectus relating to
such Shares; or (e) if the net income with respect to any
particular class of Shares should be negative or it should
otherwise be appropriate to carry out the Trust's
responsibilities under the Act, in each case subject to such
further terms and conditions as the Trustees may from time to
time establish. The redemption price of Shares in the Trust
shall, except as otherwise provided in this subsection, be the
net asset value thereof as determined by the Trustees from time
to time in accordance with the provisions of applicable law, less
such redemption fee or other charge, if any, as may be fixed by
the Trustees. When the net income of any class with respect to
which the Trustees have, in their discretion, established a
policy of maintaining a constant net asset value per Share is
negative or whenever deemed appropriate by the Trustees in order
to carry out the Trust's responsibilities under the Act, the
Trust may, without payment of compensation but in consideration
of the interests of the Trust and the holders of Shares of such
class in maintaining a constant net asset value per Share of such
class, redeem pro rata from each holder of record on such day,
such number of full and fractional Shares of such class as may be
necessary to reduce the aggregate number of outstanding Shares in
order to permit the net asset value thereof to remain constant.
Payment of the redemption price, if any, shall be made in cash by
the Trust at such time and in such manner as may be determined
from time to time by the Trustees unless, in the opinion of the
Trustees, which shall be conclusive, conditions exist which make
payment wholly in cash unwise or undesirable; in such event the
Trust may make payment in the assets belonging or allocable to
the classes of Shares having the same alphabetical designation as
the class of the Shares redemption of which is being sought, the
value of which shall be determined as provided herein.

(10) Termination of Classes. Without the vote of
----------------------
the Shares of any class then outstanding (unless otherwise
required by applicable law), the Trustees may:

(a) Sell and convey the assets belonging to
any class or classes of Shares having the same alphabetical
designation to another trust or corporation that is a management
investment company (as defined in the Act) and is organized under
the laws of any state of the United States for consideration
which may include the assumption of all outstanding obligations,
taxes and other liabilities, accrued or contingent, belonging to
such class(es) and which may include securities issued by such
trust or corporation. Following such sale and conveyance, and
after making provision for the payment of any liabilities
belonging to such class(es) that are not assumed by the purchaser
of the assets belonging to such class(es), the Trust may, at the
Trustees' option, redeem all outstanding Shares of such class(es)
at net asset value as determined by the Trustees in accordance

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<PAGE>

with the provisions of applicable law, less such redemption fee
or other charge, if any, as may be fixed by the Trustees.
Notwithstanding any other provision of this Declaration of Trust
to the contrary, the redemption price may be paid in cash or by
distribution of the securities or other consideration received by
the Trust for the assets belonging to such class(es) upon such
conditions as the Trustees deem, in their sole discretion, to be
appropriate consistent with applicable law and this Declaration
of Trust;

(b) Sell and convert the assets belonging to
any class or classes of Shares having the same alphabetical
designation into cash and, after making provision for the payment
of all obligations, taxes and other liabilities, accrued or
contingent, belonging to such class(es), the Trust may, at the
Trustees' option, (i) redeem all outstanding Shares of such
class(es) at net asset value as determined by the Trustees in
accordance with the provisions of applicable law, less such
redemption fee or other charge, if any, as may be fixed by the
Trustees upon such conditions as the Trustees deem, in their sole
discretion, to be appropriate consistent with applicable law and
this Declaration of Trust; or (ii) combine the assets belonging
to such class(es) following such sale and conversion with the
assets belonging to any one or more other class(es) of Shares
having a different alphabetical designation pursuant to and in
accordance with subsection (c) of this Section 5.1(B)(10);

(c) Combine the assets belonging to any
class or classes of Shares having the same alphabetical
designation with the assets belonging to any one or more other
classes of Shares having a different alphabetical designation if
the Trustees reasonably determine that such combination will not
have a material adverse effect on the Shareholders of any class
participating in such combination. In connection with any such
combination of assets the Shares of any class then outstanding
may, if so determined by the Trustees, be converted into Shares
of any other class or classes of Shares participating in such
combination, or may be redeemed, at the option of the Trustees,
at net asset value as determined by the Trustees in accordance
with the provisions of applicable law, less such redemption fee
or other charge, or conversion cost, if any, as may be fixed by
the Trustees upon such conditions as the Trustees deem, in their
sole discretion, to be appropriate consistent with applicable law
and this Declaration of Trust. Notwithstanding any other
provision of this Declaration of Trust to the contrary, any
redemption price, or part thereof, paid pursuant to this
subsection may be paid in Shares of any other class or classes
participating in such combination; or

(d) Otherwise terminate and wind up the
affairs of any class or classes of Shares having the same
alphabetical designation in accordance with this Declaration of

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<PAGE>

Trust and applicable law. In connection with such termination of
a class or classes of Shares having the same alphabetical
designation and the winding up of the affairs of such class(es),
all of the powers of the Trustees under this Declaration of Trust
shall continue until the affairs of such class(es) shall have
been wound up, including the power to fulfill or discharge the
contracts of the Trust relating to such class(es), to collect
assets belonging to such class(es), to sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the
remaining assets belonging to such class(es) to one or more
persons at public or private sale for consideration that may
consist in whole or in part of cash, securities or other property
of any kind, to discharge or pay the liabilities belonging to
such class(es), and to do all other acts appropriate to liquidate
the business of such class(es), provided that the holders of
Shares of any class shall not be entitled in any liquidation to
receive any distribution upon the assets belonging to any other
class that has a different alphabetical designation.

If no Shares of a class then remain outstanding, or after
the excess of the assets belonging to any class(es) of Shares
over the liabilities belonging to such class(es) has been
distributed among the Shareholders of such class(es) as provided
in this Declaration of Trust, the Trustees may authorize the
termination of such class(es) of Shares.

5.2 Purchase of Shares. The Trustees may accept
------------------
investments in the Trust from such persons for such
consideration, including cash or property, and on such other
terms as they may from time to time authorize and the Trustees
may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the
assumption of liabilities) and businesses. The Trustees may in
their discretion reject any order for the purchase of Shares.

5.3 Net Asset Value Per Share. The net asset value per
-------------------------
Share of any class of Shares shall be computed at such time or
times as the Trustees may specify pursuant to the Act. Assets
shall be valued and net asset value per Share shall be determined
by such person or persons as the Trustees may appoint under the
supervision of the Trustees in such manner as the Trustees may
determine not inconsistent with the Act.

5.4 Ownership of Shares. The ownership of Shares shall be
-------------------
recorded on the record books of the Trust. The Trustees may make
such rules and regulations as they consider appropriate for the
issuance of Share certificates, the transfer of Shares and
similar matters. Certificates certifying the ownership of Shares
may be issued as the Trustees may determine from time to time,
provided that the Trustees shall have the power to call
--------
outstanding Share certificates and to replace them with book
entries. The record books of the Trust shall be conclusive as to

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<PAGE>

the identity of holders of Shares and as to the number of Shares
held by each Shareholder.

VI.

THE TRUSTEES

6.1 Management of the Trust. The affairs of the Trust
-----------------------
shall be managed by the Trustees and they shall have all powers
necessary or desirable to carry out such responsibility,
including without limitation the appointment of and delegation of
responsibility to such officers, employees, agents, and
contractors as they may select.

6.2 Number and Term of Office. The number of Trustees
-------------------------
shall be determined from time to time by the Trustees themselves,
but shall not be more than ten. Subject to the provisions of
this section relating to resignation or removal, the Trustees
shall have the power to set and alter the terms of office of the
Trustees, and they may at any time lengthen or shorten their own
terms or make their terms of unlimited duration, provided that
the term of office of any incumbent Trustee shall continue until
terminated as provided in the concluding sentence of this
Section 6.2 or, if not so terminated until the election of such
Trustee's successor in office has become effective in accordance
with this section. A Trustee shall qualify by accepting in
writing his election or appointment and agreeing to be bound by
the provisions of this Declaration of Trust. Except as otherwise
provided herein in the case of vacancies, Trustees (other than
the Initial Trustee provided in Section 6.3 hereof) shall be
elected by the Shareholders at such time or times as the Trustees
shall determine that such election is required under
Section 16(a) of the Act or is otherwise advisable.
Notwithstanding the foregoing, (a) any Trustee may resign as a
Trustee by written instrument signed by him and delivered to the
other Trustees at the principal business office of the Trust
(without need for prior or subsequent accounting), which shall
take effect upon such delivery or upon such later date as is
specified therein; (b) any Trustee may be removed at any time
with or without cause by written instrument, signed by a least
two-thirds of the number of Trustees in office prior to such
removal, specifying the date when such removal shall become
effective; (c) any Trustee who has become incapacitated by
illness or injury may be removed by written instrument signed by
a majority of the other Trustees; and (d) the term of a Trustee
shall terminate at his death, resignation, removal or adjudicated
incompetency.

6.3 Initial Trustee. The initial Trustee shall be
---------------
John M. Loder, who, by his execution hereof, has agreed to be
bound by the provisions of this Declaration of Trust. The

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<PAGE>

initial Trustee shall have the power to appoint additional
Trustees prior to any public meeting.

6.4 Quorum. At all meetings of the Trustees, a majority of
------
the Trustees shall constitute a quorum for the transaction of
business and the action of a majority of the Trustees present at
any meeting at which a quorum is present shall be the action of
the Trustees unless the concurrence of a greater proportion is
required for such action by law, the Regulations or this
Declaration of Trust. If a quorum shall not be present at any
meeting of Trustees, the Trustees present thereat may by a
majority vote adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum
shall be present. Meetings may be held by means of a conference
telephone circuit or similar communications equipment by means of
which all persons participating may hear each other. The
Trustees may also act without a meeting, unless provided
otherwise in this Declaration of Trust or required by law, by
written consent of a majority of the Trustees. As used herein, a
"majority of the Trustees" shall mean a majority of the Trustees
in office at the time in question or if there shall be only one
(1) Trustee in office then such term shall mean such Trustee.

The Trustees may appoint committees of Trustees and delegate
powers to them as provided in the Regulations. Any committee of
the Trustees, including an executive committee, if any, may act
with or without a meeting. A quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless
provided otherwise in this Declaration of Trust, any action of
any such committee may be taken at a meeting at which a quorum is
present by vote of a majority of the members present or without a
meeting by written consent of a majority of all the members.

6.5 Vacancies. In case a vacancy shall exist by reason of
---------
an increase in number, or for any other reason, the remaining
Trustee or Trustees may fill such vacancy by appointing such
other person as he or they in their discretion shall select. An
appointment of a Trustee may be made in anticipation of a vacancy
to occur at a later date by reason of retirement or resignation
of a Trustee or an increase in the number of Trustees; provided,
that such appointment will not become effective prior to such
retirement or resignation or such increase in the number of
Trustees. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in this
Section 6.5, the Trustee or Trustees then in office, regardless
of number, shall have all the powers granted to the Trustees, and
shall discharge all the duties imposed on the Trustees, by this
Declaration of Trust. A written instrument certifying the
existence of such vacancy signed by a majority of the Trustees
shall be conclusive evidence of the existence of such vacancy.
Such appointment shall be evidenced by a written instrument
signed by a majority of the then Trustees but the appointment

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<PAGE>

shall not take effect until the individual so named shall have
qualified by accepting in writing the appointment and agreeing to
be bound by the terms of this Declaration of Trust. A vacancy
may also be filled by the Shareholders in an election held at an
annual or special meeting. As soon as any Trustee so appointed
or elected shall have qualified, the Trust estate shall vest in
the new Trustee or Trustees, together with the continuing
Trustees, without any further act or conveyance.

6.6 Effect of Death, Resignation, etc. of Trustee. The
---------------------------------------------
death, resignation, removal, or incapacity of the Trustees, or
any one of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this
Declaration of Trust. Upon the resignation or removal of a
Trustee, or his otherwise ceasing to be a Trustee, he shall
execute and deliver such documents as the remaining Trustees
shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust Property held in the name of the
resigning or removed Trustee. Upon the incapacity or death of
any Trustee, his legal representative shall execute and deliver
on his behalf such documents as the remaining Trustees shall
require as provided in the preceding sentence. The failure to
request or deliver such documents shall not affect the operation
of the provisions of Article IV hereof.

6.7 Powers. The Trustees in all instances shall act as
------
principals and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority
to do any and all acts and to make and execute any and all
contracts and instruments that they may consider necessary or
desirable in connection with the management of the Trust. The
Trustees shall not be bound or limited by present or future laws
or customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they,
in their uncontrolled discretion, shall deem proper to accomplish
the purpose of this Trust. Without limiting the foregoing, and
subject to any applicable limitation in this Declaration of Trust
or the Regulations, the Trustees shall have power and authority:

A. To conduct, operate and carry on, either directly
or through one or more wholly-owned subsidiaries, the business of
an investment company or any other lawful business activity which
the Trustees, in their sole and absolute discretion, consider to
be (1) incidental to the business of the Trust or any class of
Shares as an investment company, (2) conducive to or expedient
for the benefit or protection of the Trust or the Shareholders of
any class of Shares, or (3) calculated in any other manner to
promote the interests of the Trust or the Shareholders of any
class of Shares.

B. To adopt Regulations not inconsistent with this
Declaration of Trust providing for the conduct of the affairs of

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<PAGE>

the Trust and to amend and repeal them to the extent that they do
not reserve that right solely to the Shareholders.

C. To issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and
otherwise deal in Shares of the Trust; and to apply to any such
repurchase, redemption, retirement, cancellation or acquisition
of Shares, any funds or other assets of the Trust, whether
constituting capital or surplus or otherwise, to the full extent
now or hereafter permitted by applicable law; and to divide or
combine Shares without thereby changing the proportionate
beneficial interest in the Trust.

D. To issue, acquire, hold, resell, convey, write
options on, and otherwise deal in securities, debt instruments
and other instruments and rights of a financial character and to
apply to any acquisition of securities any property of the Trust
whether from capital or surplus or otherwise.

E. To invest and reinvest cash, and to hold cash
uninvested.

F. To borrow money, issue guarantees of indebtedness
or contractural obligations of others, to sell, exchange, lend,
pledge, mortgage, hypothecate, write options on and lease any or
all of the Trust Property.

G. To act as a distributor of Shares and as
underwriter of, or broker or dealer in, securities or other
property.

H. To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver proxies or powers of attorney to such
Person or Persons as the Trustees shall deem proper, granting to
such Person or Persons such power and discretion with relation to
securities or property as the Trustees shall deem proper.

I. To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities.

J. To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust
or in the name of a custodian, sub-custodian or other depositary
or a nominee or nominees or otherwise.

K. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security of which is or was held in the Trust; and
consent to any contract, lease, mortgage, purchase or sale of

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<PAGE>

property by such corporation or issuer; and to pay calls or
subscriptions with respect to any security held in the Trust.

L. To join with other security holders in acting
through a committee, depositary, voting trustee or otherwise, and
in that connection to deposit any security with, or transfer any
security to, any such committee, depositary or trustee, and to
delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee,
depositary or trustee as the Trustees shall deem proper.

M. To enter into joint ventures, general or limited
partnerships and any other combinations or associations.

N. To enter into contracts of any kind and
description.

O. To collect all property due to the Trust, to pay
all claims, including taxes, against the assets belonging to the
Trust, to prosecute, defend, compromise, arbitrate, or otherwise
adjust claims in favor of or against the Trust or any matter in
controversy including, but not limited to, claims for taxes, to
foreclose any security interest securing any obligations by
virtue of which any property is owed to the Trust, and to enter
into releases, agreements and other instruments.

P. To retain and employ any Person or Persons to
serve on behalf of the Trust as investment adviser,
administrator, transfer agent, custodian, underwriter,
distributor or in such other capacities as they consider
desirable and to delegate such power and authority as they
consider desirable to any such Person or Persons.

Q. To indemnify any person with whom the Trust has
dealings.

R. To purchase and pay for entirely out of Trust
Property such insurance as they may deem necessary or appropriate
for the conduct of the business, including without limitation,
insurance policies insuring the Trust Property and payment of
distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust
individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have
been taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser or manager,
principal underwriter, or independent contractor, including any

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<PAGE>

action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such Person against such liability.

S. To engage in and to prosecute, defend, compromise,
abandon, or adjust, by arbitration or otherwise, any actions,
suits, proceedings, disputes, claims, and demands relating to the
Trust or the Trust Property, and, out of the Trust Property, to
pay or to satisfy any debts, claims or expenses incurred in
connection therewith, including those of litigation, and such
power shall include without limitation the power of the Trustees
or any appropriate committee thereof, in the exercise of their or
its good faith business judgment, consenting to dismiss any
action, suit, proceeding, dispute, claims, or demand, derivative
or otherwise, brought by any person, including a Shareholder in
such Shareholder's own name or in the name of the Trust, whether
or not the Trust or any of the Trustees may be named individually
therein or the subject matter arises by reason of business for or
on behalf of the Trust.

T. To establish pension, profit sharing, Share
purchase, and other retirement, incentive and benefit plans for
any Trustees, officers, employees and agents of the Trust.

U. To determine and change the fiscal year of the
Trust and the method by which its accounts shall be kept.

V. To establish in their absolute discretion in
accordance with the provisions of applicable law the basis or
method for determining the value of the assets belonging to any
class or classes of Shares, the value of the liabilities
belonging to any class or classes of Shares, the allocation of
any assets or liabilities to any class or classes of Shares, the
net asset value of any class of Shares, the times at which Shares
of any class shall be deemed to be outstanding or no longer
outstanding and the net asset value of each Share of any class
for purposes of sales, redemptions, repurchases of Shares or
otherwise.

W. To determine in accordance with generally accepted
accounting principles and practices what constitutes net profits
or net earnings, and to determine what accounting periods shall
be used by the Trust for any purpose, whether annual or any other
period, including daily; to set apart out of the assets belonging
to any class or classes of Shares such reserves of funds for such
purposes as it shall determine and to abolish the same; to
declare and pay any dividends and distributions to any class of
Shares in cash, securities or other property from any assets
legally available therefor, at such intervals (which may be as
frequently as daily) or on such other periodic basis, as it shall
determine; to declare such dividends or distributions by means of
a formula or other method of determination, at meetings held less

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<PAGE>

frequently than the frequency of the effectiveness of such
declaration; to establish payment dates for dividends or any
other distributions on any basis, including dates occurring less
frequently than the effectiveness of declarations thereof; and to
provide for the payment of declared dividends on a date earlier
or later than the specified payment date in the case of
Shareholders redeeming their entire ownership of Shares of any
class.

X. To engage in any other lawful act or activity in
which a Massachusetts business trust with transferable Shares or
a corporation organized under the Massachusetts Business
Corporation Law may engage.

No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the
Trustees, or to see to the application of any payments made or
property transferred to the Trustees or upon their order.

6.8 Trustees and Representatives as Shareholders. Any
--------------------------------------------
Trustee, representative or other agent of the Trust may acquire,
own and dispose of Shares of the Trust to the same extent as if
he were not a Trustee, representative or agent; and the Trust may
issue and sell or cause to be issued and sold Shares of the Trust
to, and may buy such Shares from, any person with which such
Trustee, representative or agent is affiliated subject only to
the general limitations herein contained as to the sale and
purchase of such Shares; all subject to any restrictions which
may be contained in the Regulations.

6.9 Expenses; Trustee Reimbursement. The Trustees shall
-------------------------------
have the power to incur and to pay (or shall be reimbursed) from
the Trust Property all expenses and disbursements of the Trust,
including, without limitation, interest expense, compensation
payable to Trustees and representatives of the Trust, taxes, fees
and commissions of every kind incurred in connection with the
affairs of the Trust, expenses of issue, repurchase and
redemption of Shares, expenses of registering and qualifying the
Trust and its Shares under Federal and State securities laws and
regulations, charges of custodians, transfer agents, investment
advisers, administrators and registrars, expenses in obtaining
securities prices for valuation purposes, expenses of preparing
and printing and distributing prospectuses, auditing and legal
expenses, expenses of reports to Shareholders, expenses of
meetings of Shareholders and proxy solicitations therefor,
insurance expense, association membership dues and such non-
recurring items as may arise, including costs and expenses of
litigation to which the Trust is a party, and for all losses and
liabilities by them incurred in administering the Trust, provided
--------
that expenses, disbursements, losses and liabilities incurred in
connection with classes of Shares having the same alphabetical
designation or in connection with the management of the assets

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belonging to such classes shall be payable solely out of the
assets belonging to such classes, and provided further that the
-------- -------
Trustees shall have a lien on the Trust Property prior to any
rights or interests of the Shareholders thereto for the payment
of any expenses, disbursements, losses and liabilities of the
Trust.

6.10 Power to Carry Out Trust's Purposes; Presumptions. The
-------------------------------------------------
Trustees shall have power to carry out any and all acts
consistent with the Trust's purposes through branches and offices
both within and without the Commonwealth of Massachusetts, in any
and all states of the United States of America, in the District
of Columbia, and in any and all commonwealths, territories,
dependencies, possessions, agencies or instrumentalities of the
United States of America and of foreign governments, and to do
all such other things and execute all such instruments as they
deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the
interests of the Trust made by the Trustees in good faith shall
be conclusive. In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of power to the
Trustees. The enumeration of any specific power herein shall not
be construed as limiting the aforesaid power. The Trustees shall
not be required to obtain any court order to deal with the Trust
Property.

6.11 Determinations by Trustees. Any determination made in
--------------------------
good faith and, so far as accounting matters are involved in
accordance with generally accepted accounting principles, by or
pursuant to the direction of the Trustees as to the amount and
value of assets, obligations or liabilities of the Trust or any
class of Shares, as to the amount of net income of the Trust or
any class of Shares from dividends and interest for any period or
amounts at any time legally available for the payment of
dividends, as to the amount of any reserves or charges set up and
the propriety thereof, as to the time of or purpose for creating
reserves or as to the use, alteration or cancellation of any
reserves or charges (whether or not any obligation or liability
for which such reserves or charges shall have been created shall
have been paid or discharged or shall be then or thereafter
required to be paid or discharged), as to the value of any
security owned by the Trust or any class of Shares, as to the
allocation of any assets or liabilities to a class or classes of
Shares, as to the times at which Shares of any class shall be
deemed to be outstanding or no longer outstanding, or as to any
other matters relating to the issuance, sale, redemption or other
acquisition or disposition of securities or Shares, and any
reasonable determination made in good faith by the Trustees as to
whether any transaction constitutes a purchase of securities on
"margin," a sale of securities "short," or any underwriting of
the sale of, or a participation in any underwriting or selling

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group in connection with the public distribution of, any
securities, shall be final and conclusive, and shall be binding
upon the Trust and all Shareholders, past, present and future,
and Shares are issued and sold on the condition and
understanding, evidenced by the purchase of Shares or acceptance
of Share certificates, that any and all such determinations shall
be binding as aforesaid.

6.12 Service in Other Capacities. Any Trustee,
---------------------------
representative, employee or agent of the Trust, including any
investment adviser, transfer agent, administrator, distributor,
custodian or underwriter for the Trust, may serve in any other
capacity on his or its own behalf or on behalf of others, and may
engage in other business activities in addition to his or its
services on behalf of the Trust, provided that such other
--------
activities do not materially interfere with the performance of
his or its duties for or on behalf of the Trust.

VII.

AGREEMENTS WITH INVESTMENT ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR,
TRANSFER AGENT, CUSTODIAN AND OTHERS

7.1 Investment Adviser. The Trustees may, on such terms
------------------
and conditions as they may in their discretion determine, enter
into a written investment advisory agreement or agreements with
any Person or Persons providing for portfolio management,
investment advisory, statistical and research facilities and
other services pertaining to the assets belonging to one or more
classes of Shares. Notwithstanding any other provision hereof,
the Trustees may authorize such an investment adviser (subject to
such general or specific instructions as the Trustees may adopt)
to effect purchases, sales or exchanges of portfolio securities
of such class(es) on behalf of the Trustees and to determine the
net asset value and net income of such class(es) or may authorize
any representative or Trustee to effect such purchases, sales or
exchanges pursuant to the recommendations of such investment
adviser (all without further action by the Trustees). Any such
purchases, sales and exchanges so affected shall be deemed to
have been authorized by all of the Trustees.

7.2 Administrator. The Trustees may, on such terms and
-------------
conditions as they may in their discretion determine, enter into
one or more agreements with any Person or Persons providing for
administrative services to one or more classes of Shares,
including assistance in supervising the affairs of such class(es)
and performance of administrative, clerical and other services
considered desirable by the Trustees.

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<PAGE>

7.3 Principal Underwriter. The Trustees may, on such terms
---------------------
and conditions as they may in their discretion determine, enter
into one or more distribution agreements with any Person or
Persons providing for sale of Shares of one or more classes at a
price at least equal to the net asset value per Share of such
class(es) and providing for sale of the Shares of such class(es)
pursuant to arrangements by which the Trust may either agree to
sell the Shares of such class(es) to the other party to the
agreement or appoint such other party its sales agent for such
Shares. Such agreement(s) may also provide for the repurchase of
Shares of such class(es) by such other party as principal or as
agent of the Trust, and may authorize the other party to enter
into agreements with others for the purpose of the distribution
or repurchase of Shares of such class(es).

7.4 Transfer Agent. The Trustees may, on such terms and
--------------
conditions as they may in their discretion determine, enter into
one or more agreements with any Person or Persons providing for
transfer agency and other services to Shareholders of any class.

7.5 Custodian. The Trustees may, on such terms and
---------
conditions as they may in their discretion determine, enter into
one or more agreements with any Person or Persons providing for
the custody and safekeeping of the property of the Trust or any
class of Shares.

7.6 Service and Distribution Plans. The Trustees may, on
------------------------------
such terms and conditions as they may in their discretion
determine, adopt one or more plans pursuant to which Persons may
be compensated directly or indirectly by the Trust for
Shareholder servicing, administration or distribution with
respect to one or more classes of Shares, including without
limitation plans subject to Rule 12b-1 under the Act, and the
Trustees may enter into agreements pursuant to such plans.

7.7 Parties to Agreements. The same Person may be employed
---------------------
in multiple capacities under Sections 7.1 through 7.6 of this
Article VII and may receive compensation in as many capacities as
such Person serves. The Trustees may enter into any agreement of
the character described in this Article VII, or any other
agreement necessary or appropriate to the conduct of the business
of the Trust or any class of Shares, with any Person, including
any Person in which any Trustee, representative, employee or
Shareholder of the Trust may be interested, and no such agreement
shall be invalidated or rendered voidable by reason of the
existence of any such relationship, nor shall any Person holding
such relationship be liable by reason of such relationship for
any loss or expense to the Trust under or by reason of said
agreement or accountable for any profit realized directly or
indirectly therefrom.

-21-

<PAGE>

VIII.

SHAREHOLDERS' VOTING POWERS AND MEETINGS

8.1 Voting Powers. The Shareholders shall have power to
-------------
vote (a) for the election of Trustees as provided in Section 6.2
hereof, (b) to the same extent as the shareholders of a
Massachusetts business corporation when considering whether a
court action, proceeding or claim should or should not be brought
or maintained derivatively or as a class action on behalf of the
Trust or the Shareholders, (c) with respect to any of the matters
and to the extent provided in Article X hereof, (d) with respect
to such additional matters relating to the Trust as may be
required by law, by this Declaration of Trust, by the Regulations
of the Trust, by any requirement applicable to or agreement of
the Trust, or as the Trustees may consider desirable. Every
Shareholder of record shall have the right to one vote for every
whole Share (other than Shares held in the treasury of the Trust)
standing in his name on the books of the Trust, and to a
proportional fractional vote for any fractional Share, as to any
matter on which the Shareholder is entitled to vote. There shall
be no cumulative voting. Shares may be voted in person or by
proxy. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or
permitted to be taken by Shareholders by law, this Declaration of
Trust or the Regulations.

8.2 Meetings. Meetings of Shareholders may be called by
--------
the Trustees as provided in the Regulations and shall be called
by the Trustees upon the written request of Shareholders owning
at least ten percent (10%) of the outstanding Shares entitled to
vote.

8.3 Quorum and Required Vote. The presence, in person or
------------------------
by proxy, of Shareholders entitled to cast at least a majority of
the votes which all Shareholders are entitled to cast on the
particular matter shall constitute a quorum for the purpose of
considering such matter. Action may be taken on all matters for
which a quorum exists, irrespective of the absence of a quorum on
other matters. If a meeting cannot be organized with respect to
a particular matter because a quorum for that matter has not
attended, those present and entitled to vote on such matter may
adjourn the meeting to such reasonable time and place as they may
determine.

On any matter submitted to a vote of Shareholders, Shares
with different alphabetical class designations that are then
issued and outstanding and entitled to vote shall be voted in the
aggregate and not by class except: (1) as otherwise required by
applicable law or permitted by the Board of Trustees of the
Trust, or (2) when the matter, as conclusively determined by the
Trustees, affects only the interests of the Shareholders of a

-22-

<PAGE>

class or classes with a particular alphabetical designation (in
which case only Shareholders of the affected class or classes
shall be entitled to vote thereon).

Each Share of classes having the same alphabetical
designation shall vote together in the aggregate and not by class
on all matters submitted to a vote of the Shareholders of such
classes, except that:

(1) on any matter that pertains to the agreements or
expenses and liabilities described in subsection B(3)(a) of
Section 5.1 hereof (or to any plan or other document adopted by
the Trust relating to said agreements, expenses or liabilities)
and is submitted to a vote of Shareholders of the Trust, only the
particular class of Shares specified therein shall be entitled to
vote, except that: (i) if said matter affects Shares in the Trust
other than such class of Shares, such other affected Shares in
the Trust shall also be entitled to vote, and in such case the
particular class of Shares so specified shall be voted in the
aggregate together with such other affected Shares and not by
class except where otherwise required by law or permitted by the
Board of Trustees of the Trust; and (ii) if said matter does not
affect the particular class of Shares specified therein, said
class of Shares shall not be entitled to vote (except where
required by law or permitted by the Board of Trustees) even
though the matter is submitted to a vote of the holders of Shares
in the Trust other than Shares of such class; and

(2) on any matter that pertains to the agreements or
expenses and liabilities described in subsection B(3)(b) of
Section 5.1 hereof (or any plan or other document adopted by the
Trust relating to said agreements, expenses or liabilities) and
is submitted to a vote of Shareholders of the Trust, the
particular class of Shares specified therein shall not be
entitled to vote, except where otherwise required by law or
permitted by the Board of Trustees of the Trust, and except that
if said matter affects such class of Shares, such class of Shares
shall be entitled to vote, and in such case shall be voted in the
aggregate together with all other Shares in the Trust voting on
the matter and not by class except where otherwise required by
law or permitted by the Board of Trustees.

Subject to any applicable requirements of law or of this
Declaration of Trust or the Regulations: (a) the acts, at any
duly organized meeting, of the Shareholders present, in person or
by proxy, entitled to cast at least a majority of the votes which
all Shareholders present are entitled to cast on the particular
matter shall be the acts of the Shareholders with respect to that
matter; and (b) in the election of Trustees, a plurality of the
Shares voting shall elect a Trustee.

-23-

<PAGE>

8.4 Shareholder Action by Written Consent. Any action
-------------------------------------
which may be taken by Shareholders may be taken without a meeting
if not less than a majority of the Shareholders entitled to vote
on the matter consent to the action in writing and the written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.

8.5 Code of Regulations. The Regulations may include
-------------------
further provisions not inconsistent with this Declaration of
Trust for meetings of Shareholders, votes, record dates, notices
of meetings and related matters.

IX.

LIMITATIONS OF LIABILITY AND INDEMNIFICATION

9.1 Liabilities of Classes. Liabilities belonging to
----------------------
classes of Shares with the same alphabetical designation,
including, without limitation, expenses, fees, charges, taxes,
and liabilities incurred or arising in connection with such
classes, or in connection with the management thereof, shall be
paid only from the assets belonging to such classes.

9.2 Limitation of Trustee Liability. Every act or thing
-------------------------------
done or omitted, and every power exercised or obligation incurred
by the Trustees or any of them in the administration of this
Trust or in connection with any affairs, property or concerns of
the Trust, whether ostensibly in their own names or in their
Trust capacity, shall be done, omitted, exercised or incurred by
them as Trustees and not as individuals. Every person
contracting or dealing with the Trustees or having any debt,
claim or judgment against them or any of them shall look only to
the funds and property of the Trust for payment or satisfaction.
No Trustee or Trustees of the Trust shall ever be personally
liable for or on account of any contract, debt, tort, claim,
damage, judgment or decree arising out of or connected with the
administration or preservation of the Trust Property or the
conduct of any of the affairs of the Trust. Every note, bond,
contract, order or other undertaking issued by the Trust or the
Trustees relating to the Trust, and stationery used by the Trust
shall include the notice set forth in Section 9.5 of this
Article IX (but the omission thereof shall not be construed as a
waiver of the foregoing provision, and shall not render the
Trustees personally liable).

It is the intention of this Section 9.2 that no Trustee
shall be subject to any personal liability whatsoever to any
person for any action or failure to act (including without
limitation the failure to compel in any way any former or acting
Trustee to redress any breach of trust) except that nothing in

-24-

<PAGE>

this Declaration of Trust shall protect any Trustee from any
liability to the Trust or its Shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of his duties, or by
reason of reckless disregard of his obligations and duties as
Trustee; and that all persons shall look solely to the Trust
Property belonging to a class of Shares for satisfaction of
claims of any nature arising in connection with the affairs of
such class of the Trust.

9.3 Indemnification of Trustees, Representatives and
------------------------------------------------
Employees. The Trust shall indemnify each of its Trustees
---------
against all liabilities and expenses (including amounts paid in
satisfaction of judgments, in compromise, as fines and penalties,
and as counsel fees) reasonably incurred by him in connection
with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he may be
involved or with which he may be threatened, while as a Trustee
or thereafter, by reason of his being or having been such a
Trustee except with respect to any matter as to which he shall
------
have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of his
duties, provided that as to any matter disposed of by a
--------
compromise payment by such person, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless the Trust shall have
received a written opinion from independent legal counsel
approved by the Trustees to the effect that if either the matter
of willful misfeasance, gross negligence or reckless disregard of
duty, or the matter of bad faith had been adjudicated, it would
in the opinion of such counsel have been adjudicated in favor of
such person. The rights accruing to any person under these
provisions shall not exclude any other right to which he may be
lawfully entitled, provided that no person may satisfy any right
--------
of indemnity or reimbursement hereunder except out of the
property of the Trust. The Trustees may make advance payments in
connection with the indemnification under this Section 9.3,
provided that the indemnified person shall have given a written
--------
undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such
indemnification.

The Trustees shall have the power to indemnify
representatives and employees of the Trust to the same extent
that Trustees are entitled to indemnification pursuant to this
Section 9.3.

9.4 Reliance on Experts, etc. Each Trustee and
------------------------
representative of the Trust shall, in the performance of his
duties, be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance
in good faith upon the books of account or other records of the

-25-

<PAGE>

Trust, upon an opinion of counsel satisfactory to the Trust, or
upon reports made to the Trust by any of its representatives or
employees or by the investment adviser, the principal
underwriter, selected dealers, accountants, appraisers or other
experts or consultants selected with reasonable care by the
Trustees or representatives of the Trust, regardless of whether
such counsel or expert may also be a Trustee.

9.5 Limitation of Shareholder Liability. Shareholders
-----------------------------------
shall not be subject to any personal liability in connection with
the assets of the Trust for the acts or obligations of the Trust.
The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any
sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay by way of
subscription to any Shares or otherwise. Every obligation, contract,
instrument, certificate for Shares or any other security of any class
of the Trust or undertaking, and every other act whatsoever executed
in connection with the Trust or any class of Shares shall be
conclusively presumed to have been executed or done by the
executors thereof only in their capacities as Trustees under the
Declaration of Trust or in their capacity as officers, employees
or agents of the Trust and not individually. Every note, bond,
contract, order or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or any class of
Shares, and the stationery used by the Trust, shall include a
recitation limiting the obligation represented thereby to the
Trust and its assets (but the omission of such a recitation shall
not operate to bind any Shareholder), as follows:

"The names 'CFB MarketWatch Funds' and 'Trustees of CFB
MarketWatch Funds' refer respectively to the Trust
created and the Trustees, as trustees but not
individually or personally, acting from time to time
under a Declaration of Trust dated June 4, 1992 which
is hereby referred to and a copy of which is on file at
the office of the State Secretary of The Commonwealth
of Massachusetts and at the principal office of the
Trust. The obligations of 'CFB MarketWatch Funds'
entered into in the name or on behalf thereof by any of
the Trustees, representatives or agents are made not
individually, but in such capacities, and are not
binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only
the Trust Property, and all persons dealing with any
class of shares of the Trust must look solely to the
Trust Property belonging to such class for the
enforcement of any claims against the Trust."

The rights accruing to a Shareholder under this Section 9.5
shall not exclude any other right to which such Shareholder may

-26-

<PAGE>

be lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided for herein, provided that a Shareholder of
--------
any class of Shares shall be indemnified only from assets
belonging to the classes of Shares with the same alphabetical
designation.

9.6 Indemnification of Shareholders. In case any
-------------------------------
Shareholder or former Shareholder shall be held to be personally
liable solely by reason of his being or having been a Shareholder
and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or, in
the case of a corporation or other entity, its corporate or other
general successor) shall be entitled out of the assets belonging
to the classes of Shares with the same alphabetical designation
as that of the Shares owned by such Shareholder to be held
harmless from and indemnified against all loss and expense
arising from such liability. The Trust shall, upon request by
the Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligations of the Trust and satisfy
any judgment thereon from such assets.

MISCELLANEOUS

10.1 Trust Not a Partnership. It is hereby expressly
-----------------------
declared that a Massachusetts business trust with transferable
Shares and not a partnership, joint venture, corporation, joint
stock company or any form of legal relationship other than a
trust is created hereby. Nothing herein shall be construed to
make the Shareholders, either by themselves or with the Trustees,
partners or members of a joint stock association. No Trustee
hereunder shall have any power to bind personally either a
representative of the Trust or any Shareholder. All persons
extending credit to, contracting with or having any claim against
the Trust or the Trustees shall look only to the assets of the
Trust for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, whether past, present
or future, shall be personally liable therefor.

10.2 No Bond or Surety. The Trustees shall not be required
-----------------
to give any bond as such, nor any surety if a bond is required.

10.3 Duration of Trust. This Trust shall continue without
-----------------
limitation of time, provided that the Trust or any class of
--------
Shares may be terminated at any time in accordance with the
provisions of this Declaration of Trust and applicable law.

-27-

<PAGE>

10.4 Merger, Consolidation and Sale of Assets. The Trust
----------------------------------------
may merge into or consolidate with any other corporation,
association, trust or other organization or may sell, lease or
exchange all or substantially all of the Trust Property,
including its good will, upon such terms and conditions and for
such consideration when and as authorized by vote or written
consent of the Trustees and approved by the affirmative vote of
the holders of not less than a majority of the Shares outstanding
and entitled to vote, voting in the aggregate and not by class
except to the extent that applicable law may require voting by
class, or by an instrument or instruments in writing without a
meeting consented to by the holders of not less than a majority
of such Shares, voting in the aggregate and not by class except
to the extent that applicable law may require voting by class.

10.5 Incorporation. With the approval of the holders of a
-------------
majority of the outstanding Shares, voting in the aggregate and
not by class except to the extent that applicable law may require
voting by class, the Trustees may cause to be organized, or
assist in organizing, a corporation or corporations under the law
of any jurisdiction, to carry on any affairs in which the Trust
shall directly or indirectly have any interest, and to transfer
the Trust Property to any such Person in exchange for any Shares
or securities thereof or otherwise, and to lend money, to
subscribe for the Shares or securities of, and enter into any
contracts with any such Person in which the Trust holds or is
about to acquire securities or any other interest. The Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto and any such Person if and to the extent
permitted by law. Nothing contained herein shall be construed as
requiring approval of Shareholders for the Trustees to organize
or assist in organizing one or more corporations, trusts,
partnerships associations or the organizations and selling,
conveying or transferring a portion of the Trust Property to such
Person(s).

10.6 Filing of Copies, References, Headings. The original
--------------------------------------
instrument of this Declaration of Trust and of each amendment
hereto shall be filed with the State Secretary of the
Commonwealth of Massachusetts as provided by law and copies
thereof shall be kept at the office of the Trust where they may
be inspected by any Shareholder. Each amendment so filed shall
be accompanied by a certificate signed and acknowledged by a
Trustee or by the Secretary or any Assistant Secretary of the
Trust stating that such action was duly taken in the manner
provided herein, and unless such amendment or such certificate
sets forth some later time for the effectiveness of such
amendment, such amendment shall be effective upon its filing. A
restated Declaration Trust, integrating into a single instrument
all of the provisions of the Declaration of Trust that are then
in effect and operative, may be executed from time to time by a
majority of the Trustees and shall, upon filing with the State

-28-

<PAGE>

Secretary of the Commonwealth of Massachusetts, be conclusive
evidence of all amendments contained therein and may thereafter
be referred to in lieu of the initial Declaration of Trust and
the various amendments thereto. Anyone dealing with the Trust
may rely on a certificate by a representative of the Trust as to
whether or not any such amendment hereto may have been made and
as to any matters in connection with the Trust hereunder, with
the same effect as if it were the original, and may rely on a
copy certified by a representative of the Trust to be a copy of
this instrument or of any amendment thereto. Headings are placed
herein for convenience of reference only and, in the case of any
conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of
counterparts each of which shall be deemed an original. All
signatures to this instrument need not appear on the same page.

10.7 Applicable Law. The Trust set forth in this instrument
--------------
is a trust made in the Commonwealth of Massachusetts and is to be
governed by and construed and administered according the laws of
said Commonwealth.

10.8 Provisions in Conflict With Law or Regulations.
----------------------------------------------

A. No provision of this Declaration of Trust shall be
effective to:

(1) Require a waiver of compliance with any
provision of the Securities Act of 1933, as amended, or the Act,
or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder; or

(2) Protect or purport to protect any Trustee or
officer of the Trust against any liability to the Trust or its
Shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

B. The provisions of this Declaration of Trust are
severable, and if the Trustees shall determine with the advice of
counsel that any of such provisions is in conflict with the Act,
the regulated investment company provisions of the Internal
Revenue Code, Chapter 182 of the General Laws of the Commonwealth
of Massachusetts or with any other applicable law or regulation,
then in such event the conflicting provision shall be deemed
never to have constituted a part of this Declaration of Trust,
provided that such determination shall not affect any of the
--------
remaining provisions of this Declaration of Trust or render
invalid or improper any action taken or omitted prior to such
determination.

-29-

<PAGE>

C. If any provision of this Declaration of Trust
shall be held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such
provision in such jurisdiction and shall not in any manner affect
such provision in any other jurisdiction or any other provision
of this Declaration of Trust in any jurisdiction.

10.9 Amendment of Declaration of Trust.
---------------------------------

A. This Declaration of Trust may be amended upon a
resolution to that effect being adopted by the Trustees and
approved by the affirmative vote of the holders of not less than
a majority of the outstanding Shares, voting in the aggregate and
not by class except to the extent that applicable law may require
voting by class.

B. Notwithstanding any other provision hereof, until
such time as a Registration Statement under the Securities Act of
1933, as amended, covering the first public offering of
securities of the Trust shall have become effective, this
Declaration of Trust may be terminated or amended in any respect
by the affirmative vote of a majority of the Trustees.

C. The Trustees may amend this Declaration of Trust
without a vote of Shareholders to change the name of the Trust or
to cure any error or ambiguity or if they deem it necessary to
conform this Declaration of Trust to the requirements of
applicable state or federal laws or regulations, including
without limitation the requirements of the regulated investment
company provisions of the Internal Revenue Code, but the Trustees
shall not be liable for failing so to do.

D. Notwithstanding any other provision hereof, this
Declaration of Trust may not be amended in any manner whatsoever
that would impair the exemption from personal liability of the
Trustees and Shareholders of the Trust or that would permit an
assessment upon any Shareholder.

IN WITNESS WHEREOF, the undersigned have executed this
Agreement and Declaration of Trust in the capacities indicated,
as of this 4th day of June, 1992.

/s/Bryan Chegwidden
---------------------------
Bryan Chegwidden, Settlor

/s/John M. Loder
---------------------------
John M. Loder, Initial Trustee
36 Marsh Street
Dedham, Massachusetts

-30-

EXHIBIT 1.(b)

CFB MARKETWATCH FUNDS

AMENDMENT NO. 1
TO
AGREEMENT AND DECLARATION OF TRUST

I, Christina T. Simmons, do hereby certify as follows:

1. That I am duly elected Assistant Secretary of CFB
MarketWatch Funds, a Massachusetts business trust (hereinafter
called the "Trust");

2. That in such capacity I have examined records of
actions taken by the Board of Trustees of the Trust;

3. That the current Trustees of the Trust duly
adopted the following resolution by Unanimous Consent dated
February 10, 1994:

Change of Name of Trust
-----------------------

RESOLVED, that pursuant to Article X, Section 10.9.C
of the Agreement and Declaration of Trust, the name of the
Trust be changed to "MarketWatch Funds", effective on the
day Post-Effective Amendment No. 2 to the Trust's
Registration Statement under the Securities Act of 1933 on
Form N-1A becomes effective with the U.S. Securities and
Exchange Commission.

4. That the foregoing resolution remains in full
force and effect as of the date hereof.

5. That this Amendment No. 1 to Agreement and
Declaration of Trust shall be effective on February 16, 1994.

Dated: February 14, 1994

/s/Christina T. Simmons
-----------------------
Christina T. Simmons

Subscribed to and Sworn to before
me this 14th day of February, 1994.

Margaret K. Cooper
------------------
Notary Public

EXHIBIT 2

CODE OF REGULATIONS
of
CFB MARKETWATCH FUNDS

ARTICLE I
---------

TRUSTEES
--------

1.1 Number and Term of Office. The number of Trustees
-------------------------
shall be such number, not more than ten (10), as may be fixed
from time to time by the Trustee(s). Each Trustee shall hold
office until the next meeting of the Shareholders following his
election or appointment as a Trustee at which trustees are
elected and until his successor shall have been elected and
qualified.

1.2 Place of Meetings; Telephone Meetings. Meetings
-------------------------------------
of the Trustees, regular or special, shall be held at the
principal office of the Trust or at such other place as the
Trustees may from time to time determine. The Trustees or any
committee thereof may participate in a meeting of the Trustees or
of such committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting may hear each other at the same time
and participation by such means shall constitute presence in
person at the meeting except for the purpose of voting on any
investment advisory agreement or distribution plan of the Trust.

1.3 Regular Meetings. Regular meetings of the
----------------
Trustees may be held without notice at such time and at the
principal office of the Trust or at such other place as the
Trustees may from time to time determine.

1.4 Special Meetings. Special meetings of the
----------------
Trustees may be called by the President on one day's notice to
each Trustee; special meetings of the Trustees shall be called by
the President or Secretary in like manner and on like notice on
the written request of two Trustees.

1.5 Committees. The Trustees may by resolution passed
----------
by a majority of the Trustees appoint from among its members an
executive committee and other committees composed of two or more
Trustees, and may delegate to such committees, in the intervals
between meetings of the Trustees, any or all of the powers of the
Trustees in the management of the business and affairs of the
Trust, except the power to issue Shares in the Trust or to
recommend to Shareholders any action requiring Shareholder
approval.

1.6 Chairman of the Board. The Trustees may from time
---------------------
to time designate one of their number to serve as Chairman of the
Board. If a Chairman has been designated:

<PAGE>

(a) He may call meetings of the Trustees, and shall
preside at meetings of the Trustees. In his absence, a majority
of the Trustees who are present shall select a person to preside.

(b) He or his designee shall preside at meetings of
Shareholders.

(c) He shall not be an officer of the Trust for any
purpose, and shall have no executive, operating, or
administrative authority with respect to the Trust. He shall be
deemed to be a Trustee of the Trust for all purposes.

(d) He shall be entitled to receive such compensation,
if any, as may from time to time be fixed by the Trustees, and he
shall be reimbursed by the Trust for all reasonable expenses
incurred by him in carrying out his duties as aforesaid.

(e) He may resign as Chairman at any time by giving
written notice to the Trustees, to the President, or to the
Secretary of the Trust. The acceptance of such notice shall not
be necessary to make it effective.

(f) He shall serve at the pleasure of the Trustees.

A. Compensation. Any Trustee, whether or not a
------------
salaried officer, employee, or agent of the Trust, may be
compensated for his services as a Trustee or as a member of a
committee, or as Chairman of the Board of Trustees or Chairman of
a committee, by fixed periodic payments or by fees for attendance
at meetings or by both, and in addition may be reimbursed for
transportation and other expenses, all in such manner and amounts
as the Trustees may from time to time determine.

ARTICLE II
----------

SHAREHOLDERS
------------

2.1 Meetings. Meetings of the Shareholders of the
--------
Trust may be called by the Trustees and shall be called by the
Trustees whenever required by law or upon the written request of
the holders of at least ten percent (10%) of the outstanding
Shares entitled to vote.

2.2 Notice. Written notice, stating the place, day
------
and hour of each meeting of the Shareholders and the general
nature of the business to be transacted shall be given by, or at
the direction of, the person calling the meeting to each
Shareholder of record entitled to vote at the meeting at least
ten days prior to the day named for the meeting, unless in a
particular case a longer period of notice is required by law.

-2-

<PAGE>

2.3 Shareholders' List. The officer or agent having
------------------
charge of the transfer books for Shares of the Trust shall make,
at least five days before each meeting of the Shareholders, a
complete list of the Shareholders entitled to vote at the
meeting, arranged in alphabetical order with the address of and
the number of Shares held by each such Shareholder. The list
shall be kept on file at the office of the Trust and shall be
subject to inspection by any Shareholder at any time during usual
business hours and shall also be produced and kept open at the
time and place of each meeting of Shareholders and shall be
subject to inspection by any Shareholder during each meeting of
Shareholders.

2.4 Record Date. The Trustees may fix a time (during
-----------
which they may close the Share transfer books of the Trust) not
more than ninety (90) days prior to the date of any meeting of
the Shareholders, or the date fixed for the payment of any
dividend, or the date of the allotment of rights or the date when
any change or conversion or exchange of Shares shall go into
effect, as a record date for the determination of the
Shareholders entitled to notice of, or to vote at, any such
meeting, or entitled to receive payment of any such dividend, or
to receive any such allotment of rights, or to exercise such
rights, as the case may be. In such case, only such Shareholders
as shall be Shareholders of record at the close of business on
the date so fixed shall be entitled to notice of, or to vote at,
such meeting or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any Shares on
the books of the Trust after any record date fixed, as aforesaid.

ARTICLE III
-----------

NOTICES
-------

3.1 Form. Notices to the Trustees shall be oral or by
----
telephone or telegram or in writing delivered personally or
mailed to the Trustees at their addresses appearing on the books
of the Trust. Notices to the Shareholders shall be in writing
and delivered personally or mailed to the Shareholders at their
addresses appearing on the books of the Trust. Oral notice shall
be deemed to be given when given directly to the person required
to be notified and notice by mail shall be deemed to be given
when deposited in the United States mail or with a telegraph
office for transmission. Notice to the Trustees need not state
the purpose of a regular or special meeting of the Trustees or
committee.

3.2 Waiver. Whenever any notice of the time, place or
------
purpose of any meeting of the Shareholders, the Trustees or a
committee is required to be given under the provisions of
Massachusetts law or under the provisions of the Declaration of

-3-

<PAGE>

Trust or these Regulations, a waiver thereof in writing, signed
by the person or persons entitled to such notice and filed with
the records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting of the Shareholders
in person or by proxy, or at the meeting of the Trustees or the
committee in person, shall be deemed equivalent to the giving of
such notice to such persons.

ARTICLE IV
----------

OFFICERS
--------

4.1 Number. The officers of the Trust shall be chosen
------
by the Trustees and shall include a President, who shall be a
Trustee, a Secretary and a Treasurer. The Board of Trustees may
from time to time elect or appoint one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers.

4.2 Other Officers. The Trustees from time to time
--------------
may appoint such other officers and agents as they shall deem
advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as the Trustees may
from time to time prescribe. The Trustees may delegate to one or
more officers or agents the power to appoint any such subordinate
officers or agents and to prescribe the respective rights, terms
of office, authorities and duties.

4.3 Election and Tenure. The officers of the Trust
-------------------
shall be chosen by the Trustees. Two or more offices may be held
by the same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such
instrument is required by law, the Declaration of Trust or these
Regulations to be executed, acknowledged or verified by two or
more officers. Any officer or agent may be removed by the
Trustees. An officer of the Trust may resign by filing a written
resignation with the President or with the Trustees or with the
Secretary. Any vacancy occurring in any office of the Trust by
death, resignation, removal or otherwise may be filled by the
Trustees.

4.4 Compensation. The salaries or other compensation
------------
of all officers and agents of the Trust shall be fixed by the
Trustees, except that the Trustees may delegate to any committee
the power to fix the salary or other compensation of any officer
of the Trust.

4.5 President. The President shall be the chief
---------
executive officer of the Trust; he shall preside at all meetings
of the Trustees and of the Shareholders unless a Chairman has
been designated; he shall be, ex officio, a member of all
-- -------
standing committees; and he shall see that all orders and
resolutions of the Trustees are carried into effect. He, or such

-4-

<PAGE>

person as he may designate, shall sign, execute and acknowledge,
in the name of the Trust, deeds, mortgages, bonds, contracts and
other instruments authorized by the Trustees, except in the case
where the signing and execution thereof shall be delegated by the
Trustees to some other officer or agent of the Trust.

4.6 Vice Presidents. The Vice Presidents, in the
---------------
order of their seniority, shall, in the absence or disability of
the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Trustees
may from time to time prescribe.

4.7 Secretary. The Secretary shall attend all
---------
meetings of the Trustees and of the Shareholders and shall record
all the proceedings thereof and shall perform like duties for any
committee when required. He shall give, or cause to be given,
notice of meetings of the Trustees and of the Shareholders, and
shall perform such other duties as may be prescribed by the
Trustees or the President, under whose supervision he shall be.
He shall keep in safe custody the seal of the Trust and, when
authorized by the Trustees, affix and attest the same to any
instrument requiring it, provided that, in lieu of affixing the
seal of the Trust to any document, it shall be sufficient to meet
the requirements of any law, rule or regulation relating to a
seal to affix the word "(SEAL)" adjacent to the signature of the
authorized officer of the Trust. The Trustees may give general
authority to any other officer to affix the seal of the Trust and
to attest the affixing by his signature.

4.8 Assistant Secretaries. The Assistant Secretaries,
---------------------
in order of their seniority, shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of
the Secretary and shall perform such other duties as the Trustees
may from time to time prescribe.

4.9 Treasurer. The Treasurer shall be the chief
---------
financial officer of the Trust. He shall be responsible for the
maintenance of its accounting records and shall render to the
Trustees when the Trustees so require an account of all the
Trust's financial transactions and a report of the financial
condition of the Trust.

4.10 Assistant Treasurers. The Assistant Treasurers,
--------------------
in the order of their seniority, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as
the Trustees may from time to time prescribe.

-5-

<PAGE>

ARTICLE V
---------

INVESTMENT RESTRICTIONS
-----------------------

The Trustees may from time to time adopt such
restrictions upon the investment of the assets of the Trust, or
amendments thereto, as they may consider necessary or desirable,
provided that any such restriction or amendment shall be approved
--------
by a majority of the outstanding Shares of the Trust entitled to
vote thereon if required by the Investment Company Act of 1940,
as amended.

ARTICLE VI
----------

GENERAL PROVISIONS
------------------

6.1 Inspection of Books. The Trustees may from time
-------------------
to time determine whether and to what extent, and at what times
and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to
inspection by the Shareholders; and no Shareholder shall have any
right to inspect any account or book or document of the Trust
except as conferred by law or authorized by the Trustees or by
resolution of the Shareholders.

6.2 Reports. The Trust shall transmit to the
-------
Shareholders and/or file with federal and state regulatory
agencies such reports of its operations as the Trustees shall
consider necessary or desirable or as may be required by law.

6.3 Bonding of Officers and Employees. All officers
---------------------------------
and employees of the Trust shall be bonded to such extent, and in
such manner, as may be required by law.

6.4 Transfer of Shares. Share certificates shall not
------------------
be issued. Transfer of Shares shall be made on the books of the
Trust at the direction of the person named on the Trust's books,
or by his attorney lawfully constituted in writing, upon a proper
request for redemption or transfer, to the Trust's transfer
agent, with such evidence of the authenticity of such transfer,
authorization and other matters as the Trust or its agents may
reasonably require, and subject to such other reasonable
conditions and requirements as may be required by the Trust or
its agents; or if the Trustees shall by resolution so provide,
transfer of Shares may be made in any other manner provided by
law.

-6-

<PAGE>

ARTICLE VII
-----------

AMENDMENTS
----------

This Code of Regulations may be altered or repealed by
the Trustees at any regular or special meeting of the Trustees.

-7-

EXHIBIT 5
INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT, made as of January 27, 1993, between CFB MarketWatch Funds,
a Massachusetts business trust (herein called the "Trust"), and Central Fidelity
Bank, a state-chartered banking corporation having its principal place of
business in Richmond, Virginia (herein called the "Investment Adviser").

WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory and administrative services to newly created investment
portfolios of the Trust and may retain the Investment Adviser to serve in such
capacity to certain additional investment portfolios of the Trust, all as now or
hereafter may be identified in Schedule A hereto, as such Schedule may be
amended from time to time (individually referred to herein as a "Fund" and
collectively as the "Funds") and the Investment Adviser represents that it is
willing and possesses legal authority to so furnish such services without
violation of applicable laws (including the Glass-Steagall Act) and regulations;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Trust hereby appoints the Investment Adviser to act as
-----------
investment adviser to the Funds for the period and on the terms set forth
in this Agreement. The Investment Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided. Additional investment portfolios may from time to time be added
to those covered by this Agreement by the parties executing a new Schedule
A which shall become effective upon its execution and shall supersede any
Schedule A having an earlier date.

2. Delivery of Documents. The Trust has furnished the Investment Adviser
---------------------
with copies properly certified or authenticated of each of the following:

(a) the Trust's Declaration of Trust, dated June 4, 1992, and filed with
the Secretary of State of Massachusetts on June 4, 1992, and any and
all amendments thereto or restatements thereof (such Declaration, as
presently in effect and as it shall from time to time be amended or
restated, is herein called the "Declaration of Trust");

(b) the Trust's By-Laws and any amendments thereto;

(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Investment Adviser and approving this Agreement;

<PAGE>
(d) the Trust's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission on June 5,
1992, and all amendments thereto;

(e) the Trust's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended (the "1933 Act"), and under the 1940 Act as
filed with the Securities and Exchange Commission and all amendments
thereto; and

(f) the most recent Prospectus and Statement of Additional Information of
each of the Funds (such Prospectus and Statement of Additional
Information, as presently in effect, and all amendments and
supplements thereto, are herein collectively called the "Prospectus").

The Trust will furnish the Investment Adviser from time to time with copies
of all amendments of or supplements to the foregoing.

3. Management. Subject to the supervision of the Trust's Board of Trustees,
----------
the Investment Adviser will provide a continuous investment program for the
Funds, including investment research and management with respect to all
securities and investments and cash equivalents in the Funds. The
Investment Adviser will determine from time to time what securities and
other investments will be purchased, retained or sold by the Trust with
respect to the Funds. The Investment Adviser will provide the services
under this Agreement in accordance with each of the Fund's investment
objectives, policies, and restrictions as stated in the Prospectus and
resolutions of the Trust's Board of Trustees. The Investment Adviser
further agrees that it:

(a) will use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has
investment responsibilities;

(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission under the 1940 Act and in addition
will conduct its activities under this Agreement in accordance with
any applicable regulations of any governmental authority pertaining to
the investment advisory activities of the Investment Adviser;

(c) will not make loans to any person to purchase or carry units of
beneficial interest ("shares") in the Trust or make loans to the
Trust;

(d) will place or cause to be placed orders for the Funds either directly
with the issuer or with any broker or dealer. In placing orders with
brokers and dealers, the Investment Adviser will attempt to obtain
prompt execution of orders in an effective manner at the most
favorable price. Consistent with this obligation and to the extent
permitted by the 1940 Act, when the execution and price offered by two
or more brokers or dealers are comparable, the Investment Adviser may,
in

<PAGE>
its discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the Investment Adviser with research
advice and other services. In no instance will portfolio securities
be purchased from or sold to The Winsbury Company, the Investment
Adviser, or any affiliated person of the Trust, The Winsbury Company
or the Investment Adviser, except to the extent permitted by the 1940
Act and the Commission;

(e) will maintain all books and records with respect to the securities
transactions of the Funds and will furnish the Trust's Board of
Trustees with such periodic and special reports as the Board may
request;

(f) will treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and the Funds
and prior, present, or potential shareholders, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Investment
Adviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust;

(g) will maintain its policy and practice of conducting its fiduciary
functions independently. In making investment recommendations for the
Funds, the Investment Adviser's personnel will not inquire or take
into consideration whether the issuers of securities proposed for
purchase or sale for the Trust's account are customers of the
Investment Adviser or of its parent or its subsidiaries or affiliates.
In dealing with such customers, the Investment Adviser and its parent,
subsidiaries, and affiliates will not inquire or take into
consideration whether securities of those customers are held by the
Trust;

(h) will comply with the self-custody requirements of the 1940 Act and
Rule 17f-2 thereunder; and

(i) will promptly review all (1) current security reports, (2) summary
reports of transactions and pending maturities (including the
principal, cost and accrued interest on each portfolio security in
maturity date order) and (3) current cash position reports (including
cash available from portfolio sales and maturities and sales of a
Fund's shares less cash needed for redemptions and settlement of
portfolio purchases) upon receipt thereof from the Trust and will
report any errors or discrepancies in such reports to the Trust or its
designee within three (3) business days.

<PAGE>
4. Services Not Exclusive. The investment management services furnished by
----------------------
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so
long as its services under this Agreement are not impaired thereby.

5. Books and Records. In compliance with the requirements of Rule 31a-3
-----------------
under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Funds are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act.

6. Expenses. During the term of this Agreement, the Investment Adviser will
--------
pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.

7. Compensation. For the services provided and the expenses assumed pursuant
------------
to this Agreement, each of the Funds will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefor a fee as
set forth on Schedule A hereto. The obligations of each Fund to pay the
above-described fee to the Investment Adviser will begin as of the
respective dates of the initial public sale of shares in such Fund. The
fee attributable to each Fund shall be the obligation of the Fund and not
of any other Fund.

If in any fiscal year the aggregate expenses of any of the Funds (as
defined under the securities regulations of any state having jurisdiction
over the Trust) exceed the expense limitations of any such state, the
Investment Adviser will reimburse the Fund for a portion of such excess
expenses equal to such excess times the ratio of the fees otherwise payable
by the Fund to the Investment Adviser hereunder to the aggregate fees
otherwise payable by the Fund to the Investment Adviser hereunder and to
The Winsbury Company under the Management and Administration Agreement
between The Winsbury Company and the Trust. The obligation of the
Investment Adviser to reimburse the Funds hereunder is limited in any
fiscal year to the amount of its fee hereunder for such fiscal year,
provided, however, that notwithstanding the foregoing, the Investment
-------- -------
Adviser shall reimburse the Funds for such proportion of such excess
expenses regardless of the amount of fees paid to it during such fiscal
year to the extent that the securities regulations of any state having
jurisdiction over the Trust so require. Such expense reimbursement, if
any, will be estimated daily and reconciled and paid on a monthly basis.

8. Limitation of Liability. The Investment Adviser shall not be liable for
-----------------------
any error of judgment or mistake of law or for any loss suffered by the
Funds in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful

<PAGE>
misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard by it
of its obligations and duties under this Agreement.

9. Term, Duration and Termination. This Agreement shall become effective with
------------------------------
respect to each Fund listed on Schedule A hereof as of the date first
written above (or, if a particular Fund is not in existence on that date,
on the date a registration statement relating to that Fund becomes
effective with the Securities and Exchange Commission), provided that it
shall have been approved by vote of a majority of the outstanding voting
securities of such Fund, in accordance with the requirements under the 1940
Act, and, unless sooner terminated as provided herein, shall continue in
effect until March 31, 1994. Thereafter, if not terminated, this Agreement
shall continue in effect as to a particular Fund for successive one-year
terms, provided such continuance is specifically approved at least annually
--------
(a) by the vote of a majority of those members of the Trust's Board of
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of all votes
attributable to the outstanding shares of such Fund. Notwithstanding the
foregoing, this Agreement may be terminated as to a particular Fund at any
time on sixty days' written notice, without the payment of any penalty, by
the Trust (by vote of the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of such Fund) or by the
Investment Adviser. This Agreement will immediately terminate in the event
of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities", "interested persons" and "assignment" shall
have the same meanings as ascribed to such terms in the 1940 Act.)

10. Investment Adviser's Representations. The Investment Adviser hereby
------------------------------------
represents and warrants that it is willing and possesses all requisite
legal authority to provide the services contemplated by this Agreement
without violation of applicable law and regulations, including but not
limited to the Glass-Steagall Act and the regulations promulgated
thereunder.

11. Amendment of this Agreement. No provision of this Agreement may be
---------------------------
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.

12. Governing Law. This Agreement shall be governed by and provisions shall
-------------
be construed in accordance with the laws of the Commonwealth of
Massachusetts.

13. Limitation of Liability of Trustees and Shareholders. The names "CFB
----------------------------------------------------
MarketWatch Funds" and "Trustees of CFB MarketWatch Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time

<PAGE>

to time under an Agreement and Declaration of Trust dated as of June 4,
1992 to which reference is hereby made and a copy of which is on file at
the office of the Secretary of State of The Commonwealth of Massachusetts
and elsewhere as required by law, and to any and all amendments thereto so
filed or hereafter filed. The obligations of "CFB MarketWatch Funds"
entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the
Trust and all persons dealing with any series of shares of the Trust must
look solely to the assets of the Trust belonging to such series for the
enforcement of any claims against the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

CFB MARKETWATCH FUNDS

By:/s/Lora L. Oberlander
-------------------------------------

Title:President
----------------------------------

CENTRAL FIDELITY BANK

By:/s/James W. Coeinger
-------------------------------------

Title:Executive Vice President
----------------------------------

<PAGE>
Dated: January 27, 1993

Schedule A
to the
Investment Advisory Agreement
between CFB MarketWatch Funds and
Central Fidelity Bank

Name of Fund Compensation*
------------ -------------

CFB MarketWatch
U.S. Treasury Money Market Fund Annual rate of fifty one-hundredths of
one percent (.50%) of the average daily
net assets of the CFB MarketWatch U.S.
Treasury Money Market Fund.

CFB MarketWatch
Short-Term Fixed Income Fund Annual rate of seventy four one-
hundredths of one percent (.74%) of the
average daily net assets of the CFB
MarketWatch Short-Term Fixed Income
Fund.

CFB MarketWatch
Intermediate Fixed Income Fund Annual rate of seventy four one-
hundredths of one percent (.74%) of the
average daily net assets of the CFB
MarketWatch Intermediate Fixed Income
Fund.

CFB MarketWatch
Virginia Municipal Bond Fund Annual rate of seventy four one-
hundredths of one percent (.74%) of the
average daily net assets of the CFB
MarketWatch Virginia Municipal Bond
Fund.

CFB MarketWatch
Equity Fund Annual rate of one percent (1.00%) of
the average daily net assets of the CFB
MarketWatch Equity Fund.

CFB MARKETWATCH FUNDS

By:/s/Lora L. Oberlander
-------------------------------------

Title:President
----------------------------------

CENTRAL FIDELITY BANK

By:/s/James W.Coeinger
-------------------------------------

Title:Executive Vice President
----------------------------------

*All fees are computed daily and paid monthly.

EXHIBIT 6(b)
DISTRIBUTION AGREEMENT
CFB MARKETWATCH FUNDS

AS OF OCTOBER 1, 1993

The Winsbury Company Limited Partnership
d/b/a The Winsbury Company
1900 East Dublin-Granville Road
Columbus, Ohio 43229

Gentlemen:

This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, CFB MarketWatch Funds (the "Trust"), a Massachusetts
business trust, has agreed that The Winsbury Company Limited Partnership d/b/a
The Winsbury Company (the "Distributor") shall be, for the period of this
Distribution Agreement (the "Agreement"), the distributor of the shares of
beneficial interest of each of the investment portfolios of the Trust identified
on Schedule A hereto as such Schedule may be amended from time to time
(individually referred to as a "Fund" and collectively as the "Funds"). Such
shares of beneficial interest are hereinafter called "Shares."

1. SERVICES AS DISTRIBUTOR.
-----------------------

1.1 Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectus of the Trust then in effect
under the Securities Act of 1933, as amended (the "Securities Act"). As used in
this Agreement, the term "registration statement" shall mean Parts A (the
prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Securities and Exchange Commission (the "Commission"), together with
any amendments thereto. The term "prospectus" shall mean each form of
prospectus and Statement of Additional Information used by the Funds for
delivery to shareholders and prospective shareholders after the effective dates
of the above referenced registration statements, together with any amendments
and supplements thereto.

1.2 Distributor agrees to use appropriate efforts to solicit orders
for the sale of the Shares and will undertake such advertising and promotion as
it believes reasonable in connection with such solicitation. The Trust
understands that Distributor is now and may in the future be the distributor of
the shares of several investment companies or series (together, "Companies")
including Companies having investment objectives similar to those of the Trust.
The Trust further understands that investors and potential investors in the
Trust may invest in shares of such other Companies. The Trust agrees that
Distributor's duties to

<PAGE>
such Companies shall not be deemed in conflict with its duties to the Trust
under this paragraph 1.2.

Distributor shall, at its own expense, finance appropriate activities
which it deems reasonable which are primarily intended to result in the sale of
the Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current Shareholders, and the printing and mailing of
sales literature.

1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the
Investment Company Act of 1940, as amended (the "1940 Act"), all rules and
regulations promulgated by the Commission thereunder and all rules and
regulations adopted by any securities association registered under the
Securities Exchange Act of 1934.

1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Trust.

1.5 Distributor will transmit any orders received by it for purchase
or redemption of the Shares to the transfer agent and custodian for the Funds.

1.6 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.

1.7 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.

1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.

1.9 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish Distributor
upon request with: (a) unaudited semi-annual

-2-

<PAGE>
statements of the Funds' books and accounts prepared by the Trust, (b) a monthly
itemized list of the securities in the Funds, (c) monthly balance sheets as soon
as practicable after the end of each month, and (d) from time to time such
additional information regarding the financial condition of the Funds as
Distributor may reasonably request.

1.10 The Trust represents to Distributor that, with respect to the
Shares, all registration statements and prospectuses filed by the Trust with the
Commission under the Securities Act have been carefully prepared in conformity
with the requirements of said Act and rules and regulations of the Commission
thereunder. The registration statement and prospectus contain all statements
required to be stated therein in conformity with said Act and the rules and
regulations of said Commission and all statements of fact contained in any such
registration statement and prospectus are true and correct when such
registration statement becomes effective. Furthermore, neither any registration
statement nor any prospectus includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of the Shares. The
Trust may, but shall not be obligated to, propose from time to time such
amendment or amendments to any registration statement and such supplement or
supplements to any prospectus as, in the light of future developments, may, in
the opinion of the Trust's counsel, be necessary or advisable. If the Trust
shall not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Trust of a written request from
Distributor to do so, Distributor may, at its option, terminate this Agreement.
The Trust shall not file any amendment to any registration statement or
supplement to any prospectus without giving Distributor reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
--------
shall in any way limit the Trust's right to file at any time such amendments to
any registration statement and/or supplements to any prospectus, of whatever
character, as the Trust may deem advisable, such right being in all respects
absolute and unconditional.

1.11 The Trust authorizes Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its
several partners and employees, and any person who controls Distributor within
the meaning of Section 15 of the Securities Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which Distributor, its partners
and employees, or any such controlling person, may incur under the Securities
Act or under common law or otherwise, arising out of

-3-

<PAGE>
or based upon any untrue statement, or alleged untrue statement, of a material
fact contained in any registration statement or any prospectus or arising out of
or based upon any omission, or alleged omission, to state a material fact
required to be stated in either any registration statement or any prospectus or
necessary to make the statements in either thereof not misleading. Provided,
--------
however, that the Trust's agreement to indemnify Distributor, its partners or
employees, and any such controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses arising out of any statements or
representations as are contained in any prospectus and in such financial and
other statements as are furnished in writing to the Trust by Distributor and
used in the answers to the registration statement or in the corresponding
statements made in the prospectus, or arising out of or based upon any omission
or alleged omission to state a material fact in connection with the giving of
such information required to be stated in such answers or necessary to make the
answers not misleading; and further provided that the Trust's agreement to
------- --------
indemnify Distributor and the Trust's representations and warranties
hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any
liability to the Trust or its Shareholders to which Distributor would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of Distributor's reckless disregard
of its obligations and duties under this Agreement. The Trust's agreement to
indemnify Distributor, its partners and employees and any such controlling
person, as aforesaid, is expressly conditioned upon the Trust's being notified
of any action brought against Distributor, its partners or employees, or any
such controlling person, such notification to be given by letter or by telegram
addressed to the Trust at its principal office in Columbus, Ohio, and sent to
the Trust by the person against whom such action is brought, within ten days
after the summons or other first legal process shall have been served. The
failure to so notify the Trust of any such action shall not relieve the Trust
from any liability which the Trust may have to the person against whom such
action is brought by reason of any such untrue, or allegedly untrue, statement
or omission, or alleged omission, otherwise than on account of the Trust's
indemnity agreement contained in this paragraph 1.11. The Trust will be
entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Trust and approved by Distributor, which
approval shall not be unreasonably withheld. In the event the Trust elects to
assume the defense of any such suit and retain counsel of good standing approved
by Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case
Distributor reasonably does not approve of counsel chosen by the Trust, the
Trust will reimburse

-4-

<PAGE>
Distributor, its partners and employees, or the controlling person or persons
named as defendant or defendants in such suit, for the fees and expenses of any
counsel retained by Distributor or them. The Trust's indemnification agreement
contained in this paragraph 1.11 and the Trust's representations and warranties
in this Agreement shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of Distributor, its partners and
employees, or any controlling person, and shall survive the delivery of any
Shares.

This Agreement of indemnity will inure exclusively to Distributor's
benefit, to the benefit of its several partners and employees, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Trust agrees promptly to notify Distributor of the commencement
of any litigation or proceedings against the Trust or any of its officers or
Trustees in connection with the issue and sale of any Shares.

1.12 Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its officers or Trustees
or any such controlling person, may incur under the Securities Act, or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Trust, its officers or Trustees or such controlling person
resulting from such claims or demands, shall arise out of or be based upon any
untrue statement, or alleged untrue statement, statement of a material fact
contained in information furnished in writing by Distributor to the Trust and
used in the answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by Distributor to the
Trust required to be stated in such answers or necessary to make such
information not misleading. Distributor's agreement to indemnify the Trust, its
officers and Trustees, and any such controlling person, as aforesaid, is
expressly conditioned upon Distributor being notified of any action brought
against the Trust, its officers or Trustees, or any such controlling person,
such notification to be given by letter or telegram addressed to Distributor at
its principal office in Columbus, Ohio, and sent to Distributor by the person
against whom such action is brought, within 10 days after the summons or other
first legal process shall have been served. Distributor shall have the right of
first control of the defense of such action, with counsel of its own choosing,
satisfactory to the Trust, if such action is based

-5-

<PAGE>
solely upon such alleged misstatement or omission on Distributor's part, and in
any event the Trust, its officers or Trustees or such controlling person shall
each have the right to participate in the defense or preparation of the defense
of any such action. The failure to so notify Distributor of any such action
shall not relieve Distributor from any liability which Distributor may have to
the Trust, its officers or Trustees, or to such controlling person by reason of
any such untrue or alleged untrue statement, or omission or alleged omission,
otherwise than on account of Distributor's indemnity agreement contained in this
paragraph 1.12.

1.13 No Shares shall be offered by either Distributor or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act, or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission; provided, however, that
--------
nothing contained in this paragraph 1.13 shall in anyway restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any Shareholder in accordance with the provisions of the Trust's prospectus,
Agreement and Declaration of Trust, or Code of Regulations.

1.14 The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:

1.14.1 of any request by the Commission for amendments to the
registration statement or prospectus then in effect or for additional
information;

1.14.2 in the event of the issuance by the Commission of any
stop order suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation by service of process on the Trust
of any proceeding for that purpose;

1.14.3 of the happening of any event that makes untrue any
statement of a material fact made in the registration statement or prospectus
then in effect or which requires the making of a change in such registration
statement or prospectus in order to make the statements therein not misleading;
and

1.14.4 of all action of the Commission with respect to any
amendment to any registration statement or prospectus which may from time to
time be filed with the Commission.

-6-

<PAGE>
For purposes of this section, informal requests by or acts of the
Staff of the Commission shall not be deemed actions of or requests by the
Commission.

1.15 Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.

1.16 This Agreement shall be governed by the laws of the Commonwealth
of Massachusetts.

2. FEE
---

2.1 The Distributor shall receive from the Funds identified on
Schedule B hereto (the "Distribution Plan Funds") a distribution fee at the rate
and upon the terms and conditions set forth in the Distribution and Services
Plan (adopted pursuant to Rule 12b-1 of the 1940 Act) attached as Schedule C
hereto, and as amended from time to time. The distribution fee shall be accrued
daily and shall be paid on the first business day of each month, or at such
time(s) as the Distributor shall reasonably request.

3. SALE AND PAYMENT.
----------------

Pursuant to the Agreement and Declaration of Trust dated June 4, 1992,
each Fund may be divided into separate classes of Shares in which case the
Shares of one or more classes may be subject to a sales load and may be subject
to the imposition of a distribution fee pursuant to the Distribution and
Services Plan referred to above. To the extent that all Shares of a Fund are
sold at an offering price which includes a sales load or that Shares of one or
more classes of a Fund are sold at such an offering price, such Shares shall
hereinafter be referred to collectively as "Load Shares" and individually as a
"Load Share." A Fund that contains Load Shares shall hereinafter be referred to
collectively as "Load Funds" and individually as a "Load Fund." Under this
Agreement, the following provisions shall apply with respect to the sale of, and
payment for, Load Shares of the Load Funds identified on Schedule D hereto.

3.1 The Distributor shall have the right, as principal, to purchase
Load Shares at their net asset value and

-7-

<PAGE>
to sell such Load Shares to the public against orders therefor at the applicable
public offering price, as defined in Section 4 hereof. The Distributor shall
also have the right, as principal, to sell Load Shares to dealers against orders
therefor at the public offering price less a concession determined by the
Distributor, which concession shall not exceed the amount of the sales charge or
underwriting discount, if any, referred to in Section 4 below.

3.2 Prior to the time of delivery of any Load Shares by a Load Fund
to, or on the order of, the Distributor, the Distributor shall pay or cause to
be paid to the Load Fund or to its order an amount in Boston or New York
clearing house funds equal to the applicable net asset value of such Shares.
The Distributor may retain so much of any sales charge or underwriting discount
as is not allowed by the Distributor as a concession to dealers.

4. PUBLIC OFFERING PRICE.
---------------------

The public offering price of a Load Share shall be the net asset value
of such Load Share, plus any applicable sales charge, all as set forth in the
current prospectus of the Load Fund. The net asset value of Shares shall be
determined in accordance with the provisions of the Agreement and Declaration of
Trust and Code of Regulations of the Trust and the then current prospectus of
the Load Fund.

5. ISSUANCE OF SHARES.
------------------

The Trust reserves the right to issue, transfer or sell Load Shares at
net asset value (a) in connection with the merger or consolidation of the Trust
or the Load Fund(s) with any other investment company or the acquisition by the
Trust or the Load Fund(s) of all or substantially all of the assets or of the
outstanding Shares of any other investment company; (b) in connection with a pro
rata distribution directly to the holders of Shares in the nature of a stock
dividend or split; (c) upon the exercise of subscription rights granted to the
holders of Shares on a pro rata basis; (d) in connection with the issuance of
Load Shares pursuant to any exchange and reinvestment privileges described in
any then current prospectus of the Load Fund; and (e) otherwise in accordance
with any then current prospectus of the Load Fund.

6. TERM, DURATION AND TERMINATION.
------------------------------

This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date first written above (or, if a particular
Fund is not in existence on the date, on the date an amendment to Schedule A to
this Agreement relating to that Fund is executed) and, unless sooner

-8-

<PAGE>
terminated as provided herein, shall continue until March 31, 1994. Thereafter,
if not terminated, this Agreement shall continue with respect to a particular
Fund automatically for successive one-year terms, provided that such continuance
--------
is specifically approved at least annually by (a) by the vote of a majority of
those members of the Trust's Board of Trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
for the purpose of voting on such approval and (b) by the vote of the Trust's
Board of Trustees or the vote of a majority of the outstanding voting securities
of such Fund. This Agreement is terminable without penalty, on not less than
sixty-days prior written notice, by the Trust's Board of Trustees, by vote of a
majority of the outstanding voting securities of the Trust or by the
Distributor. This Agreement will also terminate automatically in the event of
its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities", "interested persons" and "assignment" shall have
the same meanings as ascribed to such terms in the 1940 Act.)

7. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
---------------------------------------------------------

The names "CFB MarketWatch Funds" and "Trustees of CFB MarketWatch
Funds" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under the Agreement and
Declaration of Trust dated June 4, 1992 to which reference is hereby made and a
copy of which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "CFB
MarketWatch Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.

-9-

<PAGE>
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place designated
below, whereupon it shall become a binding agreement between us.

Yours very truly,

CFB MARKETWATCH FUNDS

By: /s/Lora L. Oberlander
------------------------------------
Lora L. Oberlander, President

Accepted:

THE WINSBURY COMPANY LIMITED PARTNERSHIP

By: The Winsbury Corporation, General Partner

By: /s/Kenneth B. Quintenz
--------------------------
Kenneth B. Quintenz, President

-10-

<PAGE>
Dated: As of October 1, 1993

Schedule A
to the
Distribution Agreement
between CFB MarketWatch Funds and
The Winsbury Company Limited Partnership

Names of Funds
- --------------

CFB MarketWatch Treasury Money Market Fund

CFB MarketWatch Short-Term Fixed Income Fund

CFB MarketWatch Intermediate Fixed Income Fund

CFB MarketWatch Virginia Municipal Bond Fund

CFB MarketWatch Equity Fund

CFB MARKETWATCH FUNDS

By: /s/Lora L. Oberlander
------------------------------------

Name: Lora L. Oberlander
----------------------------------

Title: President
---------------------------------

THE WINSBURY COMPANY LIMITED PARTNERSHIP

By: The Winsbury Corporation
General Partner

By: /s/Kenneth B. Quintenz
------------------------------------

Name: Kenneth B. Quintenz
----------------------------------

Title: Vice President
---------------------------------

A-1

<PAGE>
Dated: As of October 1, 1993

Schedule B
to the
Distribution Agreement
between CFB MarketWatch Funds and
The Winsbury Company Limited Partnership

Name of Distribution Plan Fund
- ------------------------------

CFB MarketWatch Treasury
Money Market Fund

CFB MarketWatch Short-Term
Fixed Income Fund

CFB MarketWatch Intermediate
Fixed Income Fund

CFB MarketWatch Virginia
Municipal Bond Fund

CFB MarketWatch Equity Fund

CFB MARKETWATCH FUNDS

By: /s/Lora L. Oberlander
------------------------------------

Name: Lora L. Oberlander
----------------------------------

Title: President
---------------------------------

THE WINSBURY COMPANY LIMITED PARTNERSHIP

By: The Winsbury Corporation
General Partner

By: /s/Kenneth B. Quintenz
------------------------------------

Name: Kenneth B. Quintenz
----------------------------------

Title: Vice President
---------------------------------

B-1

EXHIBIT 8(a)
CUSTODIAN AGREEMENT

This Agreement, dated as of February 17, 1993, is entered into by and
between CFB MarketWatch Funds, a Massachusetts business trust having its
principal place of business in Columbus, Ohio (hereinafter called the "Trust"),
and Central Fidelity Bank, a state-chartered banking corporation having its
principal office in Richmond, Virginia (hereinafter called the "Custodian").

In consideration of the mutual covenants herein contained, the Trust and
the Custodian agree as follows:

1. Appointment and Acceptance.
--------------------------

The Trust hereby appoints the Custodian as custodian of all of the
securities and cash of each investment portfolio of the Trust identified on
Schedule A hereto, as such Schedule may be amended from time to time
(individually referred to herein as a "Fund" and collectively as the
"Funds"), and the Custodian agrees to act as such upon the terms and
conditions herein set forth. The Trust agrees to deliver to the Custodian
all securities and cash owned by a Fund, and all payments of income,
payments of principal, or capital distributions received by a Fund with
respect to all securities owned by such Fund from time to time, and the
cash consideration received by a Fund for such new or treasury shares of
beneficial interest of such Fund ("Shares") as may be issued or sold from
time to time. The Custodian shall not be responsible for any property of
the Trust held or received by a Fund and not delivered to the Custodian.

2. Definitions.
-----------

The word "securities" as used herein shall have the meaning stated in
Section 2(a)(36) of the Investment Company Act of 1940, as amended (the
"1940 Act").

The words "proper instructions" as used herein mean a writing signed or
initialled by such two or more persons and in such manner as the Board of
Trustees of the Trust shall have from time to time authorized ("Authorized
Persons") and whose authority, names and signatures have been most recently
certified to the Custodian by the Secretary or an Assistant Secretary of
the Trust. Each such writing shall set forth: (i) the date and time of
the transactions involved, (ii) the title and amount of the securities or
other investments (and an identification by certificate number or
otherwise), (iii) the purpose or manner for which action is requested, and
(iv) the identity of any third person involved in the transaction.
Payments of monies or deliveries of securities with respect to a Fund for
purposes not specifically set forth in this Agreement shall be made by the
Custodian only upon receipt of, in addition to proper instructions, a
Resolution specifying the amount of such payment or describing the
securities to be delivered, the purpose of which the payment or delivery is
being made and declaring such purpose to be a proper purpose of such Fund
and naming the person or persons to whom such payment

<PAGE>
or delivery is to be made. Oral instructions will be considered proper
instructions if the Custodian reasonably believes them to have been given
by one or more Authorized Persons. The Trust shall cause all oral
instructions to be confirmed promptly in writing (except where such oral
instructions are given by Authorized Persons employed by the Trust's
investment adviser in which case the investment adviser shall forward such
written instructions). Upon receipt of a Resolution as to the
authorization by the Trustees of the Trust accompanied by a detailed
description of procedures approved by the Trustees, proper instructions may
include communications effected directly between electromechanical or
electric devices provided that the Trustees and the Custodian are satisfied
--------
that such procedures afford adequate safeguards for a Fund's assets.

The word "Resolution" shall mean a copy of a resolution of the Board of
Trustees (or the executive committee) of the Trust duly certified by the
Secretary or an Assistant Secretary of the Trust.

The word "Depository" as used herein means each of Depository Trust
Company, Federal Reserve Book Entry System, or any other system for the
central handling of securities as more fully described in Section 11
herein.

3. Names, Titles and Signatures.
----------------------------

The Trust will furnish the Custodian with a Resolution indicating the
name(s) and signature(s) of the Authorized Persons from time to time
authorized to act hereunder. In the event that any person named in the
most recent Resolution shall cease to be an Authorized Person, the Trust
will furnish the Custodian with a certificate of the Secretary or an
Assistant Secretary advising it to that effect. In the absence of such
certificate, the Custodian shall be entitled to rely, as aforesaid, upon
the signatures of the Authorized Persons named in the most recent
Resolution.

4. Accounts.
--------

The Custodian shall maintain an account (or accounts) on behalf of each
Fund, which may be an account (or accounts) used commonly on behalf of only
those customers for whom the Custodian acts in a fiduciary, advisory,
custodian, or other similar capacity. Such account (or accounts) with
respect to a Fund shall be maintained pursuant to requirements under
Section 17(f) of the 1940 Act and Rule 17f-2 thereunder so long as required
and shall be subject only to draft or order by

<PAGE>
the Custodian acting pursuant to the terms of this Agreement, and the
Custodian shall hold in such account (or accounts), subject to the
provisions hereof, all cash received by it from or for the account of such
Fund other than cash maintained by such Fund in a bank account established
and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by
the Custodian on behalf of each Fund in such account (or accounts) shall be
at all times identifiable as such in the Custodian's records.

5. Collection of Income.
--------------------

The Custodian shall collect all income and other payments with respect to
securities held hereunder when such securities are in the name of, or in
the process of transfer into the name of, the Custodian or a nominee of the
Custodian on the record date for such income or other payments in the case
of registered securities, or are held by the Custodian on the date of
payment by the issuer thereof in the case of bearer securities. The
Custodian shall credit all such income collected by it hereunder with
respect to a Fund to the account of such Fund. Without limiting the
generality of the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring presentation as and
when they become due and shall collect dividends and interest when due on
securities registered in the name of the Custodian or a nominee of the
Custodian.

With respect to securities of foreign issue, while the Custodian will use
its best efforts to collect any monies which may to its knowledge become
collectible arising from such securities, including dividends, interest and
other income, and to notify the Trust of any call for redemption, offer of
exchange, right of subscription, reorganization or other proceedings
affecting such securities, it is understood that the Custodian shall be
under no responsibility for any failure or delay (other than a failure or
delay arising from the Custodian's own negligence or bad faith) in
effecting such collections or giving such notices, whether or not relevant
information is published in any major U.S. publication available to it.

The Custodian shall not be under any obligation or duty to take action to
effect collection of any amount, if the securities (domestic or foreign)
upon which such amount is payable are in default and payment is refused
after due demand or presentation. The Custodian will, however, promptly
notify the Trust in writing of such default and refusal to pay.

6. Payment of Money of a Fund.
--------------------------

Upon receipt of proper instructions, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall pay out monies
of a Fund in the following cases only:

a. Upon the purchase of securities for the account of such Fund but only
(1) against the delivery of such securities to the Custodian (or any
bank,

<PAGE>
banking firm or trust company doing business in the United States or
abroad which is qualified under the 1940 Act to act as a custodian and
has been designated by the Custodian as its agent for this purpose)
registered in the name of such Fund or in the name of a nominee of
such Fund or in the name of a nominee of the Custodian referred to in
Section 8 hereof or in proper form for transfer; (2) in the case of a
purchase effected through a Depository, in accordance with the
conditions set forth in Section 11 hereof; or (3) in the case of
repurchase agreements entered into between such Fund and a bank or a
registered broker-dealer, (i) against delivery of the securities
either in certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such securities
or (ii) against delivery of the receipt evidencing purchase by such
Fund of securities owned by the bank or the registered broker-dealer
along with written evidence of the agreement by the bank or the
registered broker-dealer to repurchase such securities from such Fund;

b. In connection with the conversion, exchange or surrender of securities
owned by such Fund as set forth in Section 7(b) hereof;

c. For the redemption or repurchase of Shares of such Fund as set forth
in Section 10 hereof;

d. For the payment of any expense or liability incurred by such Fund,
including but not limited to the following payments for the account of
such Fund: interest, taxes, management, accounting, transfer agent
and legal fees, and operating expenses of such Fund whether or not
such expenses are to be in whole or in part capitalized or treated as
deferred expenses;

e. For the payment of any dividends declared with respect to such Fund
pursuant to the governing documents of the Trust;

f. For transfer to a demand or time deposit account of such Fund in any
bank, whether domestic or foreign, or in any savings and loan
association; and

g. For any other proper purposes of such Fund, but only upon receipt of,
--------
in addition to proper instructions, a Resolution specifying the amount
of such payment, setting forth the purpose for which such payment is
to be made, declaring such purpose to be a proper purpose of such
Fund, and naming the person or persons to whom such payment is to be
made.

<PAGE>
7. Duties of Custodian with Respect to Securities of a Fund held by Custodian.
--------------------------------------------------------------------------

The Custodian shall maintain records of all receipts, deliveries, and
location of all securities and other investments, together with a current
inventory thereof.

a. Holding Securities.
------------------

The Custodian shall hold in a separate account for each Fund, and
physically segregated at all times, except for securities held in a
Depository, from those of any other persons, firms or corporations,
pursuant to the provisions hereof, all securities received by it from
or for the account of such Fund. The Custodian shall have no power or
authority to assign, hypothecate, pledge or otherwise dispose of any
securities and investments, except pursuant to proper instructions of
the Trust or as otherwise provided herein and only for the account of
a Fund as hereinafter provided.

b. Delivery of Securities.
----------------------

The Custodian shall release and deliver securities owned by a Fund
held by the Custodian or in a Depository account of the Custodian only
upon receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in the
following cases:

(1) Upon the sale of such securities for the account of such Fund and
receipt of payment therefor;

(2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by such Fund;

(3) In the case of a sale effected through a Depository, in
accordance with the provisions of Section 11 hereof;

(4) To a Depository in connection with tender or other similar offers
for portfolio securities of such Fund;

(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable provided
--------
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;

(6) To the issuer thereof, or its agent, for transfer into the name
of such Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 9; or for exchange for a different number of
bonds, certificates or other evidence representing the same
aggregate face

<PAGE>
amount or number of units; provided, that, in any such case, the
--------
new securities are to be delivered to the Custodian;

(7) To the broker selling the same for examination in accordance with
the "street delivery" custom;

(8) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities or
pursuant to any deposit agreement; provided that, in any such
--------
case, the new securities and cash, if any, are to be delivered to
the Custodian;

(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
--------
any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

(10) For delivery in connection with any loans of securities made by
such Fund, but only against receipt of adequate collateral as
--------
agreed upon from time to time by the Custodian and such Fund,
which may be in the form of cash, obligations issued by the
United States Government, its agencies or instrumentalities, or
other securities as permitted in accordance with the terms of the
current Prospectus of such Fund;

(11) For delivery as security in connection with any borrowings by
such Fund requiring a pledge of assets by such Fund, but only
--------
against receipt of amounts borrowed by the Custodian except where
additional collateral is being pledged on an outstanding loan; or

(12) For any other proper purposes of such Fund, but only upon receipt
of, in addition to proper instructions, a Resolution specifying
the securities to be delivered, setting forth the purposes to be
proper purposes of such Fund, and naming the person or persons to
whom delivery of such securities shall be made.

8. Registration of Securities.
--------------------------

Securities held by the Custodian (other than bearer securities) on behalf
of a Fund shall be registered in the name of such Fund or in the name of
any nominee of such Fund or of any nominee of the Custodian which nominee
shall be assigned exclusively to such Fund, unless the Trust has authorized
------
in writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as such
Fund or in common

<PAGE>
exclusively with other accounts for which the Custodian acts in a
fiduciary, advisory, custodial, or other similar capacity, or in the name
or nominee name of any agent appointed pursuant to Section 9 or in the name
of any nominee or nominees used by a Depository. All securities accepted
by the Custodian on behalf of a Fund under the terms of this Contract shall
be in "street" or other good delivery form. The Custodian shall use its
best efforts to the end that the specific securities held by the Custodian
on behalf of each Fund shall be at all times identifiable as such in the
Custodian's records.

9. Appointment of Agents.
---------------------

The Custodian may at any time or times in its discretion appoint (and may
at any time remove) any other bank (as defined in the 1940 Act) as its
agent or subcustodian to carry out such of the provisions of this Agreement
as the Custodian may from time to time direct; provided, however, that the
--------
appointment of any agent shall not relieve the Custodian of any of its
responsibilities or liabilities hereunder; and further provided that such
--------
appointments relating to securities purchased or sold outside the United
States shall be in accordance with Section 12 hereto.

10. Payments for Redemption or Repurchase of Shares of a Fund.
---------------------------------------------------------

From such funds as may be available for the purpose, but subject to the
limitations of the Agreement and Declaration of Trust and Code of
Regulations of the Trust and any applicable votes of the Trustees of the
Trust pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent for a Fund, make funds available for payment to
holders of Shares ("Shareholders") of such Fund who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of a Fund, the
Custodian is authorized upon receipt of instructions from the Transfer
Agent to disburse funds in accordance with those instructions.

11. Deposit of a Fund's Assets in a Depository.
------------------------------------------

The Custodian may deposit and/or maintain securities owned by a Fund in (1)
a clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934 which acts as a
securities depository, provided such deposit and/or maintenance complies
--------
with all applicable provisions of Rule 17f-4 under the 1940 Act, as such
Rule may from time to time be amended; (2) the book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 C.F.R. 306, Subpart
B of 31 C.F.R. Part 350, and the book-entry regulations of federal agencies
substantially in the form of Subpart O; or (3) any other securities
depository organized to facilitate the clearance and settlement of certain
exempt-securities transactions. The Trust shall furnish the Custodian with
a Resolution evidencing the approval by the Trust of the use of a
Depository

<PAGE>
by the Custodian. The Board of Trustees of the Trust shall review, at
least annually, the use of a Depository with respect to this Agreement.

Without limiting the generality of the foregoing regarding the use of such
Depository, it is agreed that the following provisions shall apply thereto:

a. The Custodian shall deposit and/or maintain the securities in an
account of the Custodian in the Depository that shall not include any
assets of the Custodian other than assets held by it for customers;

b. The Custodian shall send the Trust a confirmation of any transfers to
or from the account of a Fund. Where securities are transferred to
that account, the Custodian shall also, by book entry or otherwise,
identify as belonging to such Fund a quantity of securities in a
fungible bulk of securities (1) registered in the name of the
Custodian (or its nominee) or (2) shown on the Custodian's account on
the books of the Depository;

c. The Custodian shall pay for securities purchased for the account of a
Fund upon (1) receipt of advice from the Depository that such
securities have been transferred to the account, and (2) the making of
an entry on the records of the Custodian to reflect such payment and
transfer for the account of such Fund. The Custodian shall transfer
securities sold for the account of a Fund upon (1) receipt of advice
from the Depository that payment for such securities has been
transferred to the account, and (2) the making of an entry on the
records of the Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Depository of
transfers of securities for the account of a Fund shall identify such
Fund as well as the Trust, be maintained for such Fund by the
Custodian and be provided to the Trust at its request. The Custodian
shall furnish the Trust confirmation of each transfer to or from the
account of a Fund in the form of a written advice or notice and shall
furnish to the Trust copies of daily transaction sheets reflecting
each day's transactions in the Depository for the account of a Fund on
the next business day;

d. The Custodian shall promptly send to the Trust reports the Custodian
receives from the Depository on the Depository's system of internal
accounting control. The Custodian shall send to the Trust such
reports on its own system of internal accounting control as the Trust
may reasonably request from time to time;

e. The Custodian shall comply with all other conditions which may be
imposed from time to time by statute or by appropriate rules and
regulations on the use of a Depository with respect to the securities
of a Fund; and

f. Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to a Fund for any loss or damage to such
Fund resulting from

8
<PAGE>
the use of a Depository by reason of the Custodian's willful
misfeasance, bad faith, or negligence, or from any failure of the
Custodian or any such agent to pursue diligently such rights as it may
have against such Depository; at the election of a Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect
to any claim against the Depository or any person which the Custodian
may have as a consequence of any such loss or damage if and to the
extent that such Fund has not been made whole for any such loss or
damage. Furthermore, the Custodian shall be fully responsible for any
loss suffered by a Fund as a result of any act or failure to act on
the part of a Depository, to the same extent that the Custodian would
have been liable had the Custodian taken or failed to take such action
with respect to securities of such Fund entrusted to its custody.
Without, in any way, limiting the generality of the foregoing, the
Custodian shall be responsible for the safe custody of the securities
held in such Depository, to the same extent as if the Custodian held
physical possession of such securities.

12. Use of Subcustodians.
--------------------

The Custodian, in connection with the purchase and sale by a Fund of
securities outside the United States, in its discretion and in accordance
with the applicable provisions of Rule 17f-5 under the 1940 Act, as such
Rule may from time to time be amended, may appoint in writing (and may at
any time remove) any other bank or trust company (which may include a
foreign branch or agency of a bank or trust company) as its agent hereunder
(individually, a "Subcustodian") to carry out, in accordance with the terms
of this Agreement, such of the provisions of the Agreement as the Custodian
may, from time to time, direct; provided, however, that any such foreign
--------
Subcustodian would meet the qualifications pursuant to Rule 17f-5, and any
U.S. Subcustodian would meet the qualifications for a successor custodian
set forth in Section 18 herein (and which will have been selected with
reasonable care, having in mind the duties to be assigned to it); and
further provided that the Trust's Board of Trustees has approved such
--------
foreign subcustody arrangements in accordance with the requirements of Rule
17f-5. Such Subcustodian shall be the agent of the Custodian and not the
agent of such Fund, and the Custodian shall be fully responsible for the
acts of such Subcustodian and shall not be relieved of any of its
responsibilities or liabilities hereunder by the appointment of such
Subcustodian.

13. Use of Euro-clear Securities Clearance Facilities.
-------------------------------------------------

A Fund may, from time to time, with respect to securities purchased or sold
by such Fund in Europe, if any, wish to use the Euro-clear Securities
Clearance Facilities. In such cases, a Subcustodian of the Custodian
employed pursuant to Section 12 may, notwithstanding the other provisions
of this Agreement:

9
<PAGE>
a. make payments of cash upon the purchase of securities for the account
of such Fund prior to delivery of such securities to the Subcustodian;
and

b. deliver securities upon sales of such securities for the account of
such Fund prior to receipt by the Subcustodian of payment therefor;

provided that any such transactions shall be implemented in accordance with
--------
procedures agreed to in advance in writing by the Trust, the Custodian and
such Subcustodian.

14. Voting and Other Action.
-----------------------

The Custodian shall promptly deliver or mail to the Trust all forms of
proxies and all notices of meetings and other notices or announcements
affecting or relating to the securities of a Fund, and, upon receipt of
proper instructions, shall execute and deliver or cause its nominee to
execute and deliver such proxies or other authorizations as may be
required. Neither the Custodian nor its nominee shall vote upon any of the
securities or execute any proxy to vote thereon or give any consent to take
any other action with respect thereto (except as otherwise herein provided)
unless ordered to do so by proper instructions.

15. Transfer Tax and Other Disbursements.
------------------------------------

A Fund shall pay or reimburse the Custodian from time to time for any
transfer taxes payable upon transfers of securities made hereunder, and for
all other necessary and proper disbursements and expenses made or incurred
by the Custodian in the performance of this Agreement; provided that, with
--------
the exception of such transfer taxes, a Fund shall not pay or reimburse the
Custodian for any disbursements or expenses made or incurred in connection
with the use by the Custodian of a Depository.

The Custodian shall execute and deliver and shall cause any Depository to
execute and deliver such certificates in connection with securities
delivered to it or by it under this Agreement as may be required under the
laws of any jurisdiction to exempt from taxation any exemptible transfers
and/or deliveries of any such securities.

16. Responsibility of Custodian.
---------------------------

The Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in
acting upon proper instructions, Resolutions, any notice, request, consent,
certificate or other instrument reasonably believed by it to be genuine and
to be signed by the proper party or parties and shall be entitled to
receive as conclusive proof of any fact or matter required to be
ascertained by it hereunder, a certificate signed by the President, a

10
<PAGE>
Vice President, the Treasurer, the Secretary or an Assistant Secretary of
the Trust. The Custodian may receive and accept a Resolution as conclusive
evidence (a) of the authority of any person to act in accordance with such
vote or (b) of any determination or of any action by the Board of Trustees
pursuant to the Agreement and Declaration of Trust or Code of Regulations
of the Trust as described in such vote, and such vote may be considered as
in full force and effect until receipt by the Custodian of written notice
from the Secretary or an Assistant Secretary to the contrary.

The Custodian shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice.

The Custodian shall be held to the exercise of reasonable care in carrying
out the provisions of this Agreement but shall be liable only in the case
of its willful misfeasance, bad faith, or negligence in the performance of
its duties.

If a Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may,
in the opinion of the Custodian, result in the custodian or its nominee
assigned to such Fund being liable for the payment of money or incurring
liability of some other form, such Fund, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in
an amount and form satisfactory to it.

The Custodian will provide the Trust with copies of any report obtained by
the Custodian on the system of internal accounting control or independent
audit of a Depository or Subcustodian within ten days after receipt of such
a report by the Custodian. The Custodian will also provide the Trust with
such report on its own system of internal control as the Trust may request
from time to time, but at least annually.

17. Effective Period, Termination and Interpretive and Additional Provisions.
------------------------------------------------------------------------

This Agreement shall become effective with respect to a Fund as of the date
first written above, and shall continue in full force and effect until
terminated with respect to a Fund by an instrument in writing either
delivered or mailed, postage prepaid, to the other party, such termination
to take effect not sooner than sixty (60) days after the date of such
delivery and mailing; provided, however, that the Trust shall not terminate
--------
this contract in contravention of any applicable Federal or state
regulations, or any provisions of the Agreement and Declaration of Trust
and Code of Regulations of the Trust as the same may from time to time be
amended, and further provided, that the Trust may at any time by action of
--------
its Board of Trustees substitute with respect to a Fund another bank or
trust company for the Custodian by giving notice as above to the Custodian.

11
<PAGE>
Upon termination hereof the Custodian shall be entitled to such
compensation as may be due it as of the date of such termination and shall
likewise be entitled to reimbursement for its costs, expenses, and
disbursements (whether incurred prior to or subsequent to termination) and
as provided herein.

This Agreement may be amended with respect to a Fund at any time by mutual
agreement of the parties hereto in writing; provided, however, that this
--------
Agreement may not be amended in contravention of any applicable Federal or
state regulations, or any provisions of the Agreement and Declaration of
Trust and Code of Regulations of the Trust as the same may from time to
time be amended.

18. Successor Custodian.
-------------------

If a successor custodian is appointed with respect to a Fund by the Board
of Trustees of the Trust, the Custodian shall, upon termination, deliver to
such successor custodian at the office of the Custodian, duly endorsed and
in form for transfer, all securities then held hereunder and all funds or
other properties of such Fund deposited with or held by it hereunder.

If no such successor custodian is appointed, the Custodian shall, in like
manner, at its office, upon receipt of a certified copy of a vote of the
Shareholders of such Fund, deliver such securities, funds and other
properties in accordance with such vote.

In the event that no written order designating a successor custodian or
certified copy of a vote of the Shareholders of such Fund shall have been
delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to deliver
to a bank or trust company of its own selection qualified to act as a
custodian under the 1940 Act, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$20,000,000, all securities, funds, and other properties held by the
Custodian on behalf of such Fund and all instruments held by it relative
thereto and all other property held by it with respect to such Fund under
this Agreement. Thereafter such bank or trust company shall be the
successor of the custodian with respect to such Fund under this Agreement.

In the event that securities, funds, and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
the failure of the trust to procure the certified copy referred to above,
or to the failure of the Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during
such period and the provisions of this Agreement relating to the duties and
obligations of the Custodian shall remain in full force and effect.

12
<PAGE>
19. Compensation of Custodian.
-------------------------

The Custodian shall be entitled to compensation for its services and
expenses as Custodian for the assets of a Fund as set forth on Schedule B
hereto.

20. Massachusetts Law to Apply.
--------------------------

This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.

21. Matters Relating to the Trust as a Massachusetts Business Trust.
---------------------------------------------------------------

The names "CFB MarketWatch Funds" and "Trustees of CFB MarketWatch Funds"
refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under the
Agreement and Declaration of Trust dated as of June 4, 1992, to which
reference is hereby made a copy of which is on file at the office of the
Secretary of State of The Commonwealth of Massachusetts and elsewhere as
required by law and to any and all amendments thereto so filed or hereafter
filed. The obligations of "CFB MarketWatch Funds" entered into in the name
or on behalf thereof by any of the Trust's Trustees, representatives or
agents are made not individually, but in such capacities, and are not
binding upon any of the Trustees, Shareholders, representatives, or agents
of the Trust personally, but bind only the assets of the Trust, and all
persons dealing with any series of Shares of the Trust must look solely to
the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized officers and its seal to
be hereunto affixed as of the day first written above.

CFB MARKETWATCH FUNDS

By:/s/Lora L. Oberlander
-------------------------------------

Title:President
----------------------------------

CENTRAL FIDELITY BANK

By:/s/James W. Coeinger
-------------------------------------

Title:Executive Vice President
----------------------------------

13
<PAGE>
Date: February 17, 1993

Schedule A
to the Custodian Agreement
between CFB MarketWatch Funds and
Central Fidelity Bank

Name of Fund
- ----------------------------------------------
CFB MarketWatch Treasury Money Market Fund
CFB MarketWatch Short-Term Fixed Income Fund
CFB MarketWatch Intermediate Fixed Income Fund
CFB MarketWatch Virginia Municipal Bond Fund
CFB MarketWatch Equity Fund

CFB MARKETWATCH FUNDS

By:/s/Lora L. Oberlander
-------------------------------------

Title:President
----------------------------------

CENTRAL FIDELITY BANK

By:/s/James W. Coeinger
-------------------------------------

Title:Executive Vice President
----------------------------------

A-1

<PAGE>
Dated: February 17, 1993

Schedule B
to the Custodian Agreement
between CFB MarketWatch Funds and
Central Fidelity Bank

Each of the Funds named in Schedule A to the Custodian Agreement between
CFB MarketWatch Funds and Central Fidelity Bank shall pay Central Fidelity Bank
as follows:

1. Annual Asset Fee:
----------------
$.20 per $1,000 of market value

2. Central Fidelity Bank shall also be entitled to be reimbursed by each
Fund for its reasonable out-of-pocket expenses incurred in the
performance of its duties under the Agreement.

CFB MARKETWATCH FUNDS

By:/s/Lora L. Oberlander
-------------------------------------

Title:President
----------------------------------

CENTRAL FIDELITY BANK

By:/s/James W. Coeinger
-------------------------------------

Title:Executive Vice President
----------------------------------

* All fees are accrued daily and paid monthly

B-11

EXHIBIT 8(c)
TRANSFER AGENCY AGREEMENT

AGREEMENT made as of the 1st day of October, 1993, between CFB MarketWatch
Funds (the "Trust"), a Massachusetts business trust having its principal place
of business at 1900 East Dublin-Granville Road, Columbus, Ohio 43229, and THE
WINSBURY SERVICE CORPORATION ("Winsbury"), an Ohio corporation having its
principal place of business at 1900 East Dublin-Granville Road, Columbus, Ohio
43229.

WHEREAS, the Trust desires that Winsbury perform certain services for the
Trust, and for each of its series (see Schedule A, as such Schedule may be
amended from time to time) denominated as funds and whose shares of beneficial
interest comprise from time to time the shares of the Trust (individually
referred to herein as a "Fund" and collectively as the "Funds"); and

WHEREAS, Winsbury is willing to perform such services on the terms and
conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. SERVICES. Winsbury shall perform for the Trust the transfer agent
--------
services set forth in Schedule B hereto.

Winsbury also agrees to perform for the Trust such special services
incidental to the performance of the services enumerated herein as agreed to by
the parties from time to time. Winsbury shall perform such additional services
as are provided on an amendment to Schedule B hereof, in consideration of such
fees as the parties hereto may agree.

Winsbury may, in its discretion, appoint in writing other parties qualified
to perform transfer agency services reasonably acceptable to the Trust
(individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
--------
that the Sub-transfer Agent shall be the agent of Winsbury and not the agent of
the Trust or such Fund, and that Winsbury shall be fully responsible for the
acts of such Sub-transfer Agent and shall not be relieved of any of its
responsibilities hereunder by the appointment of such Sub-transfer Agent.

2. FEES. The Trust shall pay Winsbury for the services to be provided by
----
Winsbury under this Agreement in accordance with, and in the manner set forth
in, Schedule C hereto. Such fees are subject to annual increases as agreed in
writing between the parties. Fees for any additional services to be provided by
Winsbury pursuant to an amendment to Schedule B hereto shall be subject to
mutual agreement at the time such amendment to Schedule B is proposed.

<PAGE>

3. REIMBURSEMENT OF EXPENSES. In addition to paying Winsbury the fees
-------------------------
described in Section 2 hereof, the Trust agrees to reimburse Winsbury for
Winsbury's out-of-pocket expenses in providing services hereunder, including
without limitation, the following:

A. All freight and other delivery and bonding charges incurred by
Winsbury in delivering materials to and from the Trust and in
delivering all materials to shareholders;

B. All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Winsbury in communication
with the Trust, the Trust's investment adviser or custodian, dealers,
shareholders or others as required for Winsbury to perform the
services to be provided hereunder;

C. Costs of postage, couriers, stock computer paper, statements, labels,
envelopes, checks, reports, letters, tax forms, proxies, notices or
other form of printed material which shall be required by Winsbury for
the performance of the services to be provided hereunder;

D. The cost of microfilm or microfiche of records or other materials; and

E. Any expenses Winsbury shall incur at the written direction of an
officer of the Trust thereunto duly authorized.

4. TERM, DURATION, AND TERMINATION. This Agreement shall become
-------------------------------
effective with respect to each Fund listed on Schedule A hereof as of the date
first written above (or, if a particular Fund is not in existence on that date,
on the date an amendment to Schedule A to this Agreement relating to that Fund
is executed) and unless sooner terminated as provided herein, shall continue
until March 31, 1994. Thereafter, if not terminated, this Agreement shall
continue with respect to a particular Fund automatically for successive one-year
terms, unless written notice not to renew is given by the non-renewing party to
the other party at least 90 days prior to the expiration of the then-current
term. This Agreement shall terminate automatically upon the expiration of said
90 days; provided, however, that after such termination, for so long as
-------- -------
Winsbury, with the written consent of the Trust, in fact continues to perform
any one or more of the services contemplated by this Agreement or any Schedule
or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect. Fees and out-of-pocket expenses incurred by Winsbury but
unpaid by the Trust upon such termination shall be immediately due and payable
upon and notwithstanding such termination. Winsbury shall be entitled to
collect from the Trust, in addition to the fees and disbursements provided by
Sections 2 and 3 hereof, the amount of all of Winsbury's cash disbursements and
a reasonable fee (which fee shall be not less than one hundred and two percent
(102%) of the sum of the actual costs incurred by Winsbury in performing such
service) for services in connection with Winsbury's activities in effecting such
termination, including without limitation the costs of the delivery to the Trust
and/or its distributor or investment adviser and/or other parties, of the
Trust's property, records,

-2-

<PAGE>

instruments and documents, or any copies thereof. Subsequent to such
termination and after providing the Trust with its property, records,
instruments and documents or one copy thereof, Winsbury will provide the Trust
reasonable access to or, for a reasonable duplicating fee, will provide the
Trust with copies of, any Trust documents or records remaining in its
possession. Written notice not to renew may be given for any reason, with or
without "cause" (as defined below). This Agreement is terminable with respect
to a particular Fund through a failure to renew, upon mutual agreement of the
parties hereto, or for "cause" (as defined below) by the party alleging "cause,"
in any case on not less than 90 days' prior written notice to the party against
which termination is sought.

For purposes of this Agreement, "cause" shall mean (a) willful misfeasance,
bad faith, gross negligence, or reckless disregard on the part of the party to
be terminated with respect to its obligations and duties set forth herein; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which the party to be terminated has been found guilty of criminal or unethical
behavior in the conduct of its business; (c) financial difficulties on the part
of the party to be terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent, or
acquiescence in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any applicable law, other
than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors; or (d) any circumstance which substantially impairs the performance
of the obligations and duties of the party to be terminated, or the ability to
perform those obligations and duties, as contemplated herein.

If Winsbury is replaced as transfer agent during a term of this Agreement
for any reason other than mutual agreement or "cause" as defined above, then the
Trust shall make a one-time cash payment, as liquidated damages, to Winsbury
equal to the balance due Winsbury for the remainder of the term of this
Agreement, assuming for purposes of calculation of the payment that the number
of shareholders of the Trust on the date Winsbury is replaced will remain
constant for the remainder of the contract term.

5. UNCONTROLLABLE EVENTS. Winsbury assumes no responsibility hereunder,
---------------------
and shall not be liable for any damage, loss of data, delay or any other loss
whatsoever caused by events beyond its reasonable control.

6. INSTRUCTIONS. Whenever Winsbury is requested or authorized to take
------------
action hereunder pursuant to instructions from a shareholder, or a properly
authorized agent of a shareholder ("shareholder's agent"), concerning an account
in a Fund, Winsbury shall be entitled to rely upon any certificate, letter or
other instrument or communication, reasonably believed by Winsbury to be genuine
and to have been properly made, signed or authorized by an officer or other
authorized agent of the Trust or by the shareholder or shareholder's agent, as
the case may be, and shall be entitled to receive as conclusive proof of any
fact or matter required to be ascertained by it hereunder a certificate signed
by an officer of the Trust or any other person

-3-

<PAGE>

authorized by the Trust's Board of Trustees or by the shareholder or
shareholder's agent, as the case may be.

As to the services to be provided hereunder, Winsbury may rely conclusively
upon the terms of the Prospectuses and Statement of Additional Information of
the Trust relating to the Funds to the extent that such services are described
therein unless Winsbury receives written instructions to the contrary in a
timely manner from the Trust.

7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
-------------------------------------------------------
INDEMNIFICATION. Winsbury shall use its best efforts to ensure the accuracy of
- ---------------
all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Winsbury in the absence of bad faith,
willful misfeasance, gross negligence or from reckless disregard by it of its
obligations and duties. The Trust agrees to indemnify and hold harmless
Winsbury, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Winsbury's actions taken or
nonactions with respect to the performance of services under this Agreement or
based, if applicable, upon reasonable reliance on information, records,
instructions or requests given or made to Winsbury by the Trust, the investment
adviser and on any records provided by any fund accountant or custodian thereof;
provided that this indemnification shall not apply to actions or omissions of
- --------
Winsbury in cases of its own bad faith, willful misfeasance, gross negligence or
from reckless disregard by it of its obligations and duties; and further
provided that prior to confessing any claim against it which may be the subject
- --------
of this indemnification, Winsbury shall give the Trust written notice of and
reasonable opportunity to defend against said claim in its own name or in the
name of Winsbury.

8. RECORD RETENTION AND CONFIDENTIALITY. Winsbury shall keep and
------------------------------------
maintain on behalf of the Trust all books and records which the Trust or
Winsbury is, or may be, required to keep and maintain pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 under the Investment Company Act of 1940, relating to the maintenance of
books and records in connection with the services to be provided hereunder.
Winsbury further agrees that all such books and records shall be the property of
the Trust and to make such books and records available for inspection by the
Trust or by the Securities and Exchange Commission at reasonable times and
otherwise to keep confidential all books and records and other information
relative to the Trust and its shareholders, except when requested to divulge
such information by duly-constituted authorities or court process, or requested
by a shareholder or shareholder's agent with respect to information concerning
an account as to which such shareholder has either a legal or beneficial
interest or when requested by the Trust, the shareholder, or shareholder's
agent, or the dealer of record as to such account.

9. REPORTS. Winsbury will furnish to the Trust and to its properly-
-------
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports at such times as are

-4-

<PAGE>

prescribed in Schedule D attached hereto, or as subsequently agreed upon by the
parties pursuant to an amendment to Schedule D.

10. RIGHTS OF OWNERSHIP. All computer programs and procedures developed
-------------------
to perform services required to be provided by Winsbury under this Agreement are
the property of Winsbury. All records and other data except such computer
programs and procedures are the exclusive property of the Trust and all such
other records and data will be furnished to the Trust in appropriate form as
soon as practicable after termination of this Agreement for any reason.

11. RETURN OF RECORDS. Winsbury may at its option at any time, and shall
-----------------
promptly upon the Trust's demand, turn over to the Trust and cease to retain
Winsbury's files, records and documents created and maintained by Winsbury
pursuant to this Agreement (or copies thereof which are needed by Winsbury in
the performance of its services or for its legal protection). If not so turned
over to the Trust, such documents and records will be retained by Winsbury for
six years from the year of creation. At the end of such six-year period, such
records and documents will be turned over to the Trust unless the Trust
authorizes in writing the destruction of such records and documents.

12. BANK ACCOUNTS. The Trust and the Funds shall establish and maintain
-------------
such bank accounts with such bank or banks as are selected by the Trust, as are
necessary in order that Winsbury may perform the services required to be
performed hereunder. To the extent that the performance of such services shall
require Winsbury directly to disburse amounts for payment of dividends,
redemption proceeds or other purposes, the Trust and Funds shall provide such
bank or banks with all instructions and authorizations necessary for Winsbury to
effect such disbursements.

13. REPRESENTATIONS OF THE TRUST. The Trust certifies to Winsbury that:
----------------------------
(A) as of the close of business on the Effective Date, each Fund which is in
existence as of the Effective Date has authorized unlimited shares, and (B) by
virtue of its Declaration of Trust, shares of each Fund which are redeemed by
the Trust may be sold by the Trust from its treasury, and (C) this Agreement has
been duly authorized by the Trust and, when executed and delivered by the Trust,
will constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.

14. REPRESENTATIONS OF WINSBURY. Winsbury represents and warrants that:
---------------------------
(A) Winsbury has been in, and shall continue to be in, substantial compliance
with all provisions of law, including Section 17A(c) of the Securities Exchange
Act of 1934, as amended, required in connection with the performance of its
duties under this Agreement; and (B) the various procedures and systems which
Winsbury has implemented with regard to safeguarding from loss or damage
attributable to fire, theft, or any other cause of the blank checks, records,
and other data of the Trust and Winsbury's records, data, equipment, facilities
and other property used in

-5-

<PAGE>

the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as are required for the secure
performance of its obligations hereunder.

15. INSURANCE. Winsbury shall notify the Trust should its insurance
---------
coverage with respect to professional liability or errors and omissions coverage
be cancelled or reduced. Such notification shall include the date of change and
the reasons therefor. Winsbury shall notify the Trust of any material claims
against it with respect to services performed under this Agreement, whether or
not they may be covered by insurance, and shall notify the Trust from time to
time as may be appropriate of the total outstanding claims made by Winsbury
under its insurance coverage.

16. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS. The Trust has
--------------------------------------------------
furnished to Winsbury the following:

A. Copies of the Agreement and Declaration of Trust of the Trust and of
any amendments thereto, certified by the proper official of the state
in which such Declaration has been filed.

B. Copies of the following documents:

1. The Trust's Code of Regulations and any amendments thereto;

2. Certified copies of resolutions of the Board of Trustees covering
the following matters:

a. Approval of this Agreement and authorization of a specified
officer of the Trust to execute and deliver this Agreement
and authorization for specified officers of the Trust to
instruct Winsbury hereunder, and

b. Authorization of Winsbury to act as Transfer Agent for the
Trust on behalf of the Funds.

C. A list of all officers of the Trust, together with specimen signatures
of those officers, who are authorized to instruct Winsbury in all
matters.

D. Two copies of the following (if such documents are employed by the
Trust):

1. Prospectuses and Statement of Additional Information;

2. Distribution Agreement; and

3. All other forms commonly used by the Trust or its Distributor
with regard to their relationships and transactions with
shareholders of the Funds.

-6-

<PAGE>

E. A certificate as to shares of beneficial interest of the Trust
authorized, issued, and outstanding as of the Effective Date of
Winsbury's appointment as Transfer Agent (or as of the date on which
Winsbury's services are commenced, whichever is the later date) and as
to receipt of full consideration by the Trust for all shares
outstanding, such statement to be certified by the Treasurer of the
Trust.

17. INFORMATION FURNISHED BY WINSBURY. Winsbury has furnished to the
---------------------------------
Trust the following:

A. Winsbury's Articles of Incorporation.

B. Winsbury's Bylaws and any amendments thereto.

C. Certified copies of actions of Winsbury covering the following
matters:

1. Approval of this Agreement, and authorization of a specified
officer of Winsbury to execute and deliver this Agreement;

2. Authorization of Winsbury to act as Transfer Agent for the Trust.

D. A copy of the most recent independent accountants' report relating to
internal accounting control systems as filed with the Securities and
Exchange Commission pursuant to Rule 17Ad-13 of the Securities
Exchange Act of 1934, as amended.

18. AMENDMENTS TO DOCUMENTS. The Trust shall furnish Winsbury written
-----------------------
copies of any amendments to, or changes in, any of the items referred to in
Section 16 hereof forthwith upon such amendments or changes becoming effective.
In addition, the Trust agrees that no amendments will be made to the
Prospectuses or Statement of Additional Information of the Trust which might
have the effect of changing the procedures employed by Winsbury in providing the
services agreed to hereunder or which amendment might affect the duties of
Winsbury hereunder unless the Trust first obtains Winsbury's approval of such
amendments or changes.

19. RELIANCE ON AMENDMENTS. Winsbury may rely on any amendments to or
----------------------
changes in any of the documents and other items to be provided by the Trust
pursuant to Sections 16 and 18 of this Agreement and the Trust hereby
indemnifies and holds harmless Winsbury from and against any and all claims,
demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character which may
result from actions or omissions on the part of Winsbury in reasonable reliance
upon such amendments and/or changes. Although Winsbury is authorized to rely on
the above-mentioned amendments to and changes in the documents and other items
to be provided pursuant to Sections 16 and 18 hereof, Winsbury shall be under no
duty to comply with or take any action as a result of any of such amendments or
changes unless the Trust first obtains Winsbury's written consent to and
approval of such amendments or changes.

-7-

<PAGE>

20. COMPLIANCE WITH LAW. Except for the obligations of Winsbury set forth
-------------------
in Section 8 hereof, the Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus of the Trust as to compliance with
all applicable requirements of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and any other laws, rules and
regulations of governmental authorities having jurisdiction. Winsbury shall
have no obligation to take cognizance of any laws relating to the sale of the
Trust's shares. The Trust represents and warrants that no shares of the Trust
will be offered to the public until the Trust's registration statement under the
Securities Act of 1933 and the Investment Company Act of 1940 has been declared
or becomes effective.

21. NOTICES. Any notice provided hereunder shall be sufficiently given
-------
when sent by registered or certified mail to the party required to be served
with such notice at the following address: 1900 East Dublin-Granville Road,
Columbus, Ohio 43229, or at such other address as such party may from time to
time specify in writing to the other party pursuant to this Section.

22. HEADINGS. Paragraph headings in this Agreement are included for
--------
convenience only and are not to be used to construe or interpret this Agreement.

23. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
----------
not be assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 23 shall not limit or in any way
affect Winsbury's right to appoint a Subtransfer Agent pursuant to Section 1
hereof.,

24. GOVERNING LAW. This Agreement shall be governed by and provisions
-------------
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.

25. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The names
--------------------------------------------------------
"CFB MarketWatch Funds" and "Trustees of CFB MarketWatch Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under the Agreement and
Declaration of Trust dated as of June 4, 1992, to which reference is hereby made
and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "CFB
MarketWatch Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the

-8-

<PAGE>

Trust, and all persons dealing with any series of shares of the Trust must look
solely to the assets of the Trust belonging to such series for the enforcement
of any claims against the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
--------------------------
Lora L. Oberlander, President

THE WINSBURY SERVICE CORPORATION
By:/s/Kenneth B. Quintenz
----------------------

-9-

<PAGE>

Dated: October 1, 1993

SCHEDULE A

TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
CFB MARKETWATCH FUNDS
AND
THE WINSBURY SERVICE CORPORATION

NAME OF FUND
- ------------------

CFB MarketWatch Treasury Money Market Fund
CFB Marketwatch Short-Term Fixed Income Fund
CFB MarketWatch Intermediate Fixed Income Fund
CFB MarketWatch Virginia Municipal Bond Fund
CFB MarketWatch Equity Fund

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
--------------------------
Lora L. Oberlander, President

THE WINSBURY SERVICE CORPORATION
By:/s/Kenneth B. Quintenz
----------------------

A-1

<PAGE>

SCHEDULE B
----------

TRANSFER AGENCY SERVICES

1. Shareholder Transactions
------------------------

a. Process shareholder purchase and redemption orders.

b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.

c. Issue confirmations in compliance with Rule 10 under the Securities
Exchange Act of 1934, as amended.

d. Issue periodic statements for shareholders.

e. Process transfers and exchanges.

f. Process dividend payments, including the purchasing of new shares
through dividend reinvestment.

2. Shareholder Information Services
--------------------------------

a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.

b. Produce detailed history of transactions through duplicate or special
order statements upon request.

c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements, or marketing material to current
shareholders.

3. Compliance Reporting
--------------------

a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in which the
Fund is registered.

b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Fund and shareholder income and capital gains.

c. Issue tax withholding reports to the Internal Revenue Service.

B-1

<PAGE>

4. Dealer/Load Processing (if applicable)
--------------------------------------

a. Provide reports for tracking rights of accumulation and purchases made
under a Letter of Intent.

b. Account for separation of shareholder investments from transaction
sale charges for purchases of Fund shares.

c. Calculate fees due under 12b-1 plans for distribution and marketing
expenses.

d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load Fund.

5. Shareholder Account Maintenance
-------------------------------

a. Maintain all shareholder records for each account in the Trust.

b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.

c. Record shareholder account information changes.

d. Maintain account documentation files for each shareholder.

B-2

<PAGE>

SCHEDULE C
----------

A. ANNUAL BASE FEE
---------------

1. Each Fund (portfolio) with daily dividends shall pay an Annual Base
Fee of $15 per shareholder, and each Fund without daily dividends
shall pay an Annual Base Fee of $12 per shareholder, subject to
minimum fees in paragraph A.2.

2. The Annual Base Fee shall not be less than:

$6,000 for a Fund with less than 100 shareholders;
$12,000 for a Fund with 100 or more shareholders but less than
500 shareholders; and
$24,000 for a Fund with 500 or more shareholders.

B. ANNUAL ADDITIONAL FEES. These fees are in addition to the Annual Base
----------------------
Fees.

1. Each Fund with a sales load shall pay an Annual Additional Fee of $1
per shareholder, but not less than $500 per year.

2. Each Fund with a 12b-1 Plan shall pay an Annual Additional Fee of $1
per shareholder, but not less than $500 per year.

3. Each Fund with checkwriting shall pay an Annual Additional Fee of $1
per shareholder (including shareholders who do not utilize this
service), but not less than $500 per year.

4. Each Fund with the Auto Invest Plan and Auto Withdrawal Plan or other
file transfer system shall pay an Annual Additional Fee of $1 per
shareholder (including shareholders who do not utilize this service),
but not less than $1,000.

5. Each Fund that utilizes Fund/SERV (a central clearing house for
settlement of purchases and redemptions of shares) shall pay an annual
Additional Fee of $1,000.

C. OTHER PROVISIONS
----------------

1. In the case of any fund with more than one class of shares, this fee
schedule shall apply separately to each class. Accordingly, in such
cases the term "Fund" as used in this Schedule C shall mean "Class."

2. ANY FUND WHICH REQUIRES PROCESSING OF RETIREMENT PLANS SHALL PAY
ADDITIONAL FEES AS AGREED IN WRITING BETWEEN THE PARTIES.

3. All fees are subject to annual increases.

C-1

<PAGE>

SCHEDULE D
----------

REPORTS

I. Daily Shareholder Activity Journal

II. Daily Fund Activity Summary Report

A. Beginning Balance

B. Dealer Transactions

C. Shareholder Transactions

D. Reinvested Dividends

E. Exchanges

F. Adjustments

G. Ending Balance

III. Daily Wire and Check Registers

IV. Monthly Dealer Processing Reports

V. Monthly Dividend Reports

VI. Sales Data Reports for Blue Sky Registration

VII. Annual report by independent public accountants concerning Winsbury's
shareholder system and internal accounting control systems to be filed with
the Securities and Exchange Commission pursuant to Rule 17Ad-13 of the
Securities Exchange Act of 1934, as amended.

D-1

<PAGE>

Amendment to
Schedule C
MARKETWATCH FUNDS
TRANSFER AGENT FEES
EFFECTIVE APRIL 1, 1994

ANNUAL FEES:
- -----------

Daily dividend base fee $ 16 per shareholder
Non-daily dividend base fee $ 14 per shareholder

ANNUAL MINIMUMS:
- ---------------

Institutional transfer agent services:
- -------------------------------------

Per class for less than 100 shareholders: $ 10,000
Per class for 100 to 499 shareholders: $ 18,000
Per class for 500 or more shareholders: $ 24,000

Retail transfer agent services:
- ------------------------------

This schedule applies to any portfolio or class with any of the following
features; combines statementing, 12B-1 fees, load features, checkwriting, auto-
invest or auto-withdrawal processing or special data-base reports.

Per class for less than 100 shareholders: $ 12,000
Per class for 100 to 499 shareholders: $ 18,000
Per class for 500 or more shareholders: $ 24,000

MULTIPLE CLASSES OF SHARES:
- --------------------------

Classes of shares which have different net asset values or pay different daily
dividends will be treated as separate classes, and the fee schedule above,
including the appropriate minimums, will be charged for each separate class.

ADDITIONAL SERVICES:
- -------------------

Additional services such as IRA processing are subject to additional fees which
will be quoted upon request. Programming costs or data base management fees for
special reports or specialized processing will be quoted upon request.

OUT OF POCKET CHARGES:
- ---------------------

Out-of-pocket costs, including postage, Tymnet charges, statement/confirm paper
and forms, and microfiche, will be added to the transfer agent fees.

EXHIBIT 9(b)
MANAGEMENT AND ADMINISTRATION AGREEMENT

As of October 1, 1993

The Winsbury Company Limited Partnership
1900 East Dublin-Granville Road
Columbus, Ohio 43229

Gentlemen:

CFB MarketWatch Funds, a Massachusetts business trust (the "Trust"),
herewith confirms its Agreement with The Winsbury Company Limited Partnership,
d/b/a The Winsbury Company ("Administrator") as follows:

The Trust desires to employ a portion of its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its Declaration of Trust and in the Prospectuses and
Statements of Additional Information relating to each of the investment
portfolios and any additional investment portfolios of the Trust, as each are or
will be identified on Schedule A hereto as such Schedule may be amended from
time to time (such investment portfolios and any additional investment
portfolios individually referred to as a "Fund" and collectively the "Funds"),
copies of which have been or will be submitted to Administrator, and in
resolutions of the Trust's Board of Trustees. The Trust and Administrator
hereby agree that Administrator will serve as the manager and administrator for
the Funds upon the following terms and conditions.

1. Services as Manager and Administrator
-------------------------------------

Subject to the direction and control of the Board of Trustees of the Trust,
Administrator will assist in supervising all aspects of the operations of the
Funds except those performed by the investment adviser for the Funds under its
Investment Advisory Agreement, the custodian for the Funds under its Custodian
Agreement, the transfer agent for the Funds under its Transfer Agency Agreement
and the fund accountant for the Funds under its Fund Accounting Agreement.

Administrator will maintain office facilities (which may be in the offices
of Administrator or an affiliate but shall be in such location as the Trust
shall reasonably determine); furnish statistical and research data, clerical and
certain bookkeeping services and stationery and office supplies; prepare the
periodic reports to the Securities and Exchange Commission (the "Commission") on
Form N-SAR or any replacement forms therefor; compile data for, prepare for
execution by the Funds and file all the Funds' federal and state tax returns and
required tax

<PAGE>
filings other than those required to be made by the Funds' custodian and
transfer agent; prepare compliance filings pursuant to state securities laws
with the advice of the Trust's counsel; assist to the extent requested by the
Trust with the Trust's preparation of its Annual and Semi-Annual Reports to
Shareholders and its Registration Statements (on Form N-1A or any replacement
therefor); compile data for, prepare and file timely Notices to the Commission
required pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the
"1940 Act"); keep and maintain the financial accounts and records of the Funds,
including calculation of daily expense accruals; in the case of money market
funds, periodic review of the amount of the deviation, if any, of the current
net asset value per share (calculated using available market quotations or an
appropriate substitute that reflects current market conditions) from each money
market fund's amortized cost price per share; and generally assist in all
aspects of the operations of the Funds. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records
which it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Trust's
request. Administrator further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-
1 under the 1940 Act. Administrator may delegate some or all of its
responsibilities under this Agreement.

Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder; provided,
however, that Administrator shall not be relieved of any of its obligations
under this Agreement by the appointment of such subcontractor and provided
further, that Administrator shall be responsible, to the extent provided in
Section 4 hereof, for all acts of such subcontractor as if such acts were its
own.

2. Fees; Expenses; Expense Reimbursement
-------------------------------------

In consideration of services rendered and expenses assumed pursuant to this
Agreement, each of the Funds will pay Administrator on the first business day of
each month, or at such time(s) as Administrator shall request and the parties
hereto shall agree, a fee computed daily and paid as specified below at the
applicable annual rates set forth on Schedule A hereto. The fee for the period
from the day of the month this Agreement is entered into until the end of that
month shall be prorated according to the proportion which such period bears to
the full monthly period. Upon any termination of this Agreement before the end
of any month, the fee for such part of a month shall be prorated according to
the proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.

For the purpose of determining fees payable to Administrator, the value of
the net assets of a particular Fund shall be computed in the manner described in
the Trust's Declaration of Trust or in the Prospectus or Statement of Additional
Information respecting that Fund as from time to time is in effect for the
computation of the value of such net assets in connection with the determination
of the liquidating value of the shares of such Fund.

2
<PAGE>
Administrator will from time to time employ or associate with itself such
person or persons as Administrator may believe to be particularly fitted to
assist it in the performance of this Agreement. Such person or persons may be
partners, officers, or employees who are employed by both Administrator and the
Trust. The compensation of such person or persons shall be paid by
Administrator and no obligation may be incurred on behalf of the Funds in such
respect. Other expenses to be incurred in the operation of the Funds including
taxes, interest, brokerage fees and commissions, if any, fees of Trustees who
are not partners, officers, directors, shareholders or employees of
Administrator or the investment adviser or distributor for the Funds, commission
fees and state Blue Sky qualification and renewal fees and expenses, investment
advisory fees, custodian fees, transfer and dividend disbursing agents' fees,
fund accounting fees including pricing of portfolio securities, certain
insurance premiums, outside and, to the extent authorized by the Trust, inside
auditing and legal fees and expenses, costs of maintenance of corporate
existence, typesetting and printing prospectuses for regulatory purposes and for
distribution to current Shareholders of the Funds, costs of Shareholders' and
Trustees' reports and meetings and any extraordinary expenses will be borne by
the Funds; provided, however, that the Funds will not bear, directly or
indirectly, the cost of any activity which is primarily intended to result in
the distribution of shares of the Funds.

If in any fiscal year the aggregate expenses of a particular Fund (as
defined under the securities regulations of any state having jurisdiction over
the Trust) exceed the expense limitations of any such state, Administrator will
reimburse such Fund for a portion of such excess expenses equal to such excess
times the ratio of the fees respecting such Fund otherwise payable to
Administrator hereunder to the aggregate fees respecting such Fund otherwise
payable to Administrator hereunder and to Central Fidelity Bank under the
Investment Advisory Agreements between Central Fidelity Bank and the Trust. The
expense reimbursement obligation of Administrator is limited to the amount of
its fees hereunder for such fiscal year, provided, however, that notwithstanding
-------- -------
the foregoing, Administrator shall reimburse a particular Fund for such
proportion of such excess expenses regardless of the amount of fees paid to it
during such fiscal year to the extent that the securities regulations of any
state having jurisdiction over the Trust so require. Such expense
reimbursement, if any, will be estimated daily and reconciled and paid on a
monthly basis.

3. Proprietary and Confidential Information
----------------------------------------

Administrator agrees on behalf of itself and its partners and employees to
treat confidentially and as proprietary information of the Trust all records and
other information relative to the Trust and prior, present, or potential
Shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld where Administrator may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust.

3
<PAGE>
4. Limitation of Liability of Administrator
----------------------------------------

Administrator shall not be liable for any loss suffered by the Funds in
connection with the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Any person, even though also a
partner, employee, or agent of Administrator, who may be or become an officer,
Trustee, employee, or agent of the Trust or the Funds shall be deemed, when
rendering services to the Trust or the Funds, or acting on any business of that
party, to be rendering such services to or acting solely for that party and not
as a partner, employee, or agent or one under the control or direction of
Administrator even though paid by it.

5. Term, Duration and Termination
------------------------------

This Agreement shall become effective with respect to each Fund listed on
Schedule A hereof as of the date first written above (or, if a particular Fund
is not in existence on that date, on the date an amendment to Schedule A to this
Agreement relating to that Fund is executed) and unless sooner terminated as
provided herein, shall continue until March 31, 1994. Thereafter, if not
terminated, this Agreement shall continue with respect to a particular Fund
automatically for successive one-year terms, unless written notice not to renew
is given by the non-renewing party to the other party at least 60 days prior to
the expiration of the then-current term; provided that such continuance is
--------
specifically approved at least annually (a) by the vote of a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of the outstanding voting
securities of such Fund. Written notice not to renew may be given for any
reason, with or without "cause" (as defined below). This Agreement is
terminable with respect to a particular Fund through a failure to renew the
Agreement at the end of a one-year term; upon mutual agreement of the parties
hereto; or for "cause" by the party alleging "cause", in any case on not less
than 60-days prior written notice to the party against which termination is
sought. (As used in this Agreement, the terms "majority of the outstanding
voting securities", "interested persons" and "assignment" shall have the same
meanings as ascribed to such terms in the 1940 Act.)

For purposes of this Agreement, "cause" shall mean (a) willful misfeasance,
bad faith, gross negligence or reckless disregard on the part of the party to be
terminated with respect to its obligations and duties set forth herein; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which the party to be terminated has been found guilty of criminal or unethical
behavior in the conduct of its business; (c) financial difficulties on the part
of the party to be terminated which is evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent, or
acquiescence in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any applicable law, other
than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors; or (d) any

4
<PAGE>
circumstance which substantially impairs the performance of the obligations and
duties of the party to be terminated, or the ability to perform those
obligations and duties, as contemplated herein. Notwithstanding the foregoing,
the absence of either or both an annual review or ratification of this Agreement
by the Board of Trustees shall not, in and of itself, constitute "cause" as used
herein.

If Administrator is replaced as fund manager and administrator during a
term of this Agreement for any reason other than mutual agreement of the parties
or "cause" as defined above, then the Trust shall make a one-time cash payment,
as liquidated damages, to Administrator equal to the balance due Administrator
for the remainder of such term, assuming for purposes of calculation of the
payment that the asset level of the Trust on the date Administrator is replaced
will remain constant for the balance of the contract term.

6. Assignment.
----------

This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party. This Section 6 shall not limit Winsbury's right to appoint a
subcontractor pursuant to Section 1 hereof.

7. Governing Law. This Agreement shall be governed by and provisions
-------------
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.

8. Limitation of Liability of Trustees and Shareholders.
----------------------------------------------------

The names "CFB MarketWatch Funds" and "Trustees of CFB MarketWatch Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under the Agreement and
Declaration of Trust dated as of June 4, 1992, to which reference is hereby made
and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "CFB
MarketWatch Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.

5
<PAGE>
If the foregoing is in accordance with your understanding, kindly so
indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

CFB MARKETWATCH FUNDS

By:/s/Lora L. Oberlander
-------------------------------------
Lora L. Oberlander, President

Accepted:

THE WINSBURY COMPANY LIMITED PARTNERSHIP
By: The Winsbury Corporation, General Partner

By:/s/Kenneth B. Quintenz
--------------------------------

6
<PAGE>
Dated: October 1, 1993

Schedule A
to the
Management and Administration Agreement
between CFB MarketWatch Funds and
The Winsbury Company Limited Partnership

Name of Fund Compensation*
------------ -------------

CFB MarketWatch Treasury Annual Rate of twenty one-hundredths
Money Market Fund of one percent (.20%) of the CFB
MarketWatch Treasury Money Market
Fund's average daily net assets

CFB MarketWatch Short-Term Annual Rate of twenty one-hundredths
Fixed Income Fund of one percent (.20%) of the CFB
Income Fund's average daily net assets

CFB MarketWatch Intermediate Annual Rate of twenty one-hundredths
Fixed Income Fund of one percent (.20%) of the CFB
MarketWatch Intermediate Fixed
Income Fund's average daily net assets

CFB MarketWatch Virginia Annual Rate of twenty one-hundredths
Municipal Bond Fund of one percent (.20%) of the CFB
MarketWatch Virginia Municipal Bond
Fund's average daily net assets

CFB MarketWatch Annual Rate of twenty one-hundredths
Equity Fund of one percent (.20%) of the CFB
MarketWatch Equity Fund's average
daily net assets

THE WINSBURY COMPANY CFB MARKETWATCH FUNDS
LIMITED PARTNERSHIP
By: The Winsbury Corporation, General Partner

By:/s/Kenneth B. Quintenz By:/s/Lora L. Oberlander
---------------------- ---------------------
Lora L. Oberlander, President

*All fees are computed daily and paid periodically.

EXHIBIT 9(d)
FUND ACCOUNTING AGREEMENT
-------------------------

AGREEMENT made this 1st day of October, 1993, between CFB MarketWatch Funds
(the "Trust"), a Massachusetts business trust having its principal place of
business at 1900 East Dublin-Granville Road, Columbus, Ohio 43229, and THE
WINSBURY SERVICE CORPORATION ("Winsbury"), a corporation organized under the
laws of the State of Ohio and having its principal place of business at 1900
East Dublin-Granville Road, Columbus, Ohio 43229.

WHEREAS, the Trust desires that Winsbury perform certain fund accounting
services for each investment portfolio of the Trust identified on Schedule A
hereto, as such Schedule may be amended from time to time (individually referred
to herein as a "Fund" and collectively as the "Funds"); and

WHEREAS, Winsbury is willing to perform such services on the terms and
conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. Services as Fund Accountant. Winsbury will keep and maintain the
---------------------------
following books and records of each Fund pursuant to Rule 31a-1 under the
Investment Company Act of 1940 (the "Rule"):

(a) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;

(b) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, as
required by subsection (b)(2)(i) of the Rule;

(d) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of
the Rule.

In addition to the maintenance of the books and records specified
above, Winsbury shall perform the following accounting services daily for each
Fund:

-1-

<PAGE>

(a) Calculate the net asset value per Share;

(b) Calculate the dividend and capital gain distribution, if
any;

(d) Reconcile cash movements with the Fund's custodian;

(e) Affirm to the Fund's custodian all portfolio trades and cash
movements;

(f) Verify and reconcile with the Fund's custodian all daily
trade activity;

(g) Provide the following reports:

(i) A current security position report;

(ii) A summary report of transactions and pending
maturities (including the principal, cost, and accrued
interest on each portfolio security in maturity date
order); and

(iii) A current cash position report (including cash
available from portfolio sales and maturities and sales
of a Fund's Shares less cash needed for redemptions and
settlement of portfolio purchases);

(h) Such other similar services with respect to a Fund as may be
reasonably requested by the Trust.

Winsbury shall perform the following accounting services for each Fund:

(a) Obtain at least daily for variable net asset value funds
and weekly for money market funds actual dealer quotations,
prices from a pricing service, or matrix prices on all
portfolio securities (including those with less than 60 days
to maturity) in order to mark the entire portfolio to the
market; and

(b) Prepare an interim balance sheet, statement of income and
expense, and statement of changes in net assets for the Fund
as of each month-end.

<PAGE>

2. Subcontracting. Winsbury may, at its expense, subcontract with
--------------
any entity or person concerning the provision of the services contemplated
hereunder; provided, however, that Winsbury shall not be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor and
provided further, that Winsbury shall be responsible, to the extent provided in
Section 7 hereof, for all acts of such subcontractor as if such acts were its
own.

3. Compensation. The Trust shall pay Winsbury for the services to
------------
be provided by Winsbury under this Agreement in accordance with, and in the
manner set forth in, Schedule B hereto.

4. Reimbursement of Expenses. In addition to paying Winsbury the
-------------------------
fees described in Section 3 hereof, the Trust agrees to reimburse Winsbury for
Winsbury's out-of-pocket expenses in providing services hereunder, including
without limitation the following:

(a) All freight and other delivery and bonding charges incurred by
Winsbury in delivering materials to and from the Trust;

(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by Winsbury in
communication with the Trust, the Trust's investment advisor or
custodian, dealers or others as required for Winsbury to perform
the services to be provided hereunder;

(d) The cost of microfilm or microfiche of records or other
materials; and

(e) Any expenses Winsbury shall incur at the written direction of an
officer of the Trust thereunto duly authorized.

5. Term, Duration and Termination. This Agreement shall become
------------------------------
effective with respect to each Fund listed on Schedule A hereof as of the date
first written above (or, if a particular Fund is not in existence on that date,
on the date an amendment to Schedule A to this Agreement relating to the Fund is
executed) and unless sooner terminated as provided herein, shall continue with
respect to a particular Fund until March 31, 1994. Thereafter, if not
terminated, this Agreement shall continue with respect to a particular Fund
automatically for successive one-year terms unless written notice not to renew
is given by the non-renewing party to

-3-

<PAGE>

the other party at least 60 days prior to the expiration of the then-current
term; provided, however, that after termination for so long as Winsbury, with
--------
the written consent of the Trust, in fact continues to perform any one or more
of the services contemplated by this Agreement or any schedule or exhibit
hereto, the provisions of this Agreement, including without limitation the
provisions dealing with indemnification, shall continue in full force and
effect. Compensation due Winsbury and unpaid by the Trust upon any termination
shall be immediately due and payable upon and notwithstanding such termination.
Winsbury shall be entitled to collect from the Trust, in addition to the
compensation described under Section 3 hereof, the amount of all of Winsbury's
cash disbursements for services in connection with Winsbury's activities in
effecting such termination, including without limitation the cost of the
delivery to the Trust and/or its designees of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such
termination and after providing the Trust with its property, records,
instruments and documents or one copy thereof, Winsbury will provide the Trust
with reasonable access to or, for a reasonable duplicating fee, will provide the
Trust with copies of, any Trust documents or records remaining in its
Possession. Written notice not to renew may be given for any reason, with or
without "cause" (as defined below). This Agreement is terminable with respect
to a particular Fund through a failure to renew the Agreement at the end of a
one-year term; upon mutual agreement of the parties hereto; or for "cause" (as
defined below) by the party alleging "cause," in any case on not less than 60
days' prior written notice to the party against which termination is sought.

For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which is evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) any circumstance which substantially impairs the
performance of the obligations and duties of the party to be terminated, or the
ability to perform those obligations and duties as contemplated herein.

If Winsbury is replaced as Fund Accountant during a term of agreement
for any reason other than mutual agreement or "cause" as defined above, then the
Trust shall make a one-time cash

-4-

<PAGE>

payment, as liquidated damages, to Winsbury equal to the balance due Winsbury
for the remainder of such term, assuming for purposes of calculation of the
payment that the asset level of the Trust on the date Winsbury is replaced will
remain constant for the balance of the contract term.

6. Standard of Care; Reliance on Records and Instructions;
-------------------------------------------------------
Indemnification. Winsbury shall use its best efforts to insure the accuracy of
- ---------------
all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Winsbury in the absence of bad faith,
willful misfeasance, gross negligence or from reckless disregard by it of its
obligations and duties. Each Fund agrees to indemnify and hold harmless
Winsbury, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Winsbury's actions taken or
nonactions with respect to the performance of services under this Agreement with
respect to such Fund or based, if applicable, upon reasonable reliance on
information, records, instructions or requests with respect to such Fund given
or made to Winsbury by a duly authorized representative of the Trust; provided
that this indemnification shall not apply to actions or omissions of Winsbury in
cases of its own bad faith, willful misfeasance, gross negligence or from
reckless disregard by it of its obligations and duties, and further provided
that prior to confessing any claim against it which may be the subject of this
indemnification, Winsbury shall give the Trust written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of
Winsbury.

7. Record Retention and Confidentiality. Winsbury shall keep and
------------------------------------
maintain on behalf of the Trust all books and records which the Trust and
Winsbury is, or may be, required to keep and maintain pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 under the Investment Company Act of 1940, as amended (the "1940 Act"),
relating to the maintenance of books and records in connection with the services
to be provided hereunder. Winsbury further agrees that all such books and
records shall be the property of the Trust and to make such books and records
available for inspection by the Trust or by the Securities and Exchange
Commission at reasonable times and otherwise to keep confidential all books and
records and other information relative to the Trust and its shareholders; except
when requested to divulge such information by duly-constituted authorities or
court process.

8. Uncontrollable Events. Winsbury assumes no responsibility
---------------------
hereunder, and shall not be liable, for any damage, loss of data, delay or any
other loss whatsoever caused by events

-5-

<PAGE>

beyond its reasonable control.

9. Reports. Winsbury will furnish to the Trust and to its properly
-------
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by
Winsbury, or as subsequently agreed upon by the parties pursuant to an amendment
hereto. The Trust agrees to examine each such report or copy promptly and will
report or cause to be reported any errors or discrepancies therein no later than
60 days from the receipt of audited financial statements thereof. In the event
that errors or discrepancies in the Trust's financial records, except such
errors and discrepancies as may not reasonably be expected to be discoverer by
the recipient within such 60-day period, are not so reported within the
aforesaid period of time, a report will for all purposes be accepted by and
binding upon the Trust and any other recipient, and Winsbury shall have no
liability for errors or discrepancies therein and shall have no further
responsibility with respect to such report except to perform reasonable
corrections of such errors and discrepancies within a reasonable time after
requested to do so by the Trust. Subject to the foregoing, the investment
adviser to the Trust (the "Adviser") has agreed to promptly review the reports
identified in Sections 1(g)(i), (ii) and (iii) of this Agreement and to report
any errors or discrepancies therein within three (3) business days from the
receipt of such reports, to the Trust or its designee. Winsbury will perform
reasonable corrections of any errors or discrepancies that are identified by the
Adviser within a reasonable time following its receipt of such information from
the Adviser or the Trust.

10. Rights of Ownership. All computer programs and procedures
-------------------
developed to perform services required to be provided by Winsbury under this
Agreement are the property of Winsbury. All records and other data except such
computer programs and procedures are the exclusive property of the Trust and all
such other records and data will be furnished to the Trust in appropriate form
as soon as practicable after termination of this Agreement for any reason.

11. Return of Records. Winsbury may at its option at any time, and
-----------------
shall promptly upon the Trust's demand, turn over to the Trust and cease to
retain Winsbury's files, records and documents created and maintained by
Winsbury pursuant to this Agreement (or copies thereof which are needed by
Winsbury in the performance of its services or for its legal protection). If
not so turned over to the Trust, such documents and records will be retained by
Winsbury for six years from the year of creation. At the end of such six-year
period, such records and documents will be turned over to the Trust unless the
Trust authorizes in writing the destruction of such records and documents.

-6-

<PAGE>

12. Representations of the Trust. The Trust certifies to Winsbury
----------------------------
that: (1) as of the close of business on the date of commencement of operations,
each Fund that is in existence as of such date has authorized unlimited shares,
and (2) this Agreement has been duly authorized by the Trust and, when executed
and delivered by the Trust, will constitute a legal, valid and binding
obligation of the Trust, enforceable against the Trust in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors and
secured parties.

13. Representations of Winsbury. Winsbury represents and warrants
---------------------------
that: (1) the various procedures and systems which Winsbury has implemented with
regard to safeguarding from loss or damage attributable to fire, theft, or any
other cause the records, and other data of the Trust and Winsbury's records,
data, equipment facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by Winsbury and, when
executed and delivered by Winsbury, will constitute a legal, valid and binding
obligation of Winsbury, enforceable against Winsbury in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the fights and remedies of creditors and
secured parties.

14. Insurance. Winsbury shall notify the Trust should any of its
---------
insurance coverage be cancelled or reduced. Such notification shall include the
date of change and the reasons therefor. Winsbury shall notify the Trust of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust from time to time as may be appropriate of the total outstanding claims
made by Winsbury under its insurance coverage.

15. Information to be Furnished by the Trust and Funds. The Trust
--------------------------------------------------
has furnished to Winsbury the following:

(a) Copies of the Agreement and Declaration of Trust of the
Trust and of any amendments thereto, certified by the proper
official of the state in which such Declaration has been
filed.

(b) Copies of the following documents:

(i) The Trust's Code of Regulations and any amendments
thereto;

(ii) Certified copies of resolutions of the Board of
Trustees covering the approval

-7-

<PAGE>

of this Agreement, authorization of a specified officer
of the Trust to execute and deliver this Agreement and
authorization for specified officers of the Trust to
instruct Winsbury thereunder.

(c) A list of all of the officers of the Trust, together with
specimen signatures of those officers who are authorized to
instruct Winsbury in all matters.

(d) Two copies of the Prospectuses and Statements of Additional
Information for each Fund.

16. Information Furnished by Winsbury. Winsbury has furnished to the
---------------------------------
Trust the following:

(a) Winsbury's Articles of Incorporation.

(b) Winsbury's Bylaws and any amendments thereto.

(i) Approval of this Agreement, and authorization of a
specified officer of Winsbury to execute and deliver
this Agreement;

(ii) Authorization of Winsbury to act as fund accountant for
the Trust and to provide accounting services for the
Trust.

17. Amendments to Documents. The Trust shall furnish Winsbury
-----------------------
written copies of any amendments to, or changes in, any of the items referred to
in Section 16 hereof forthwith upon such amendments or changes becoming
effective. In addition, the Trust agrees that no amendments will be made to the
Prospectuses or Statements of Additional Information of the Trust which might
have the effect of changing the procedures employed by Winsbury in providing the
services agreed to hereunder or which amendment might affect the duties of
Winsbury hereunder unless the Trust first obtains Winsbury's approval of such
amendments or changes.

18. Compliance with Law. Except for the obligations of Winsbury set
-------------------
forth in Section 8 hereof, the Trust assumes full responsibility for the
preparation, contents and distribution of each prospectus of the Trust as to
compliance with all applicable requirements of the Securities Act of 1933, as
amended (the "Securities Act"), the 1940 Act and any other laws, rules and

-8-

<PAGE>

regulations of governmental authorities having jurisdiction. Winsbury shall
have no obligation to take cognizance of any laws relating to the sale of the
Trust's shares. The Trust represents and warrants that no shares of the Trust
will be offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.

19. Notices. Any notice provided hereunder shall be sufficiently
-------
given when sent by registered or certified mail to the party required to be
served with such notice, at the following address: 1900 East Dublin-Granville
Road, Columbus, Ohio 43229, or at such other address as such party may from time
to time specify in writing to the other party pursuant to this Section.

20. Headings. Paragraph headings in this Agreement are included for
--------
convenience only and are not to be used to construe or interpret this Agreement.

21. Assignment. This Agreement and the rights and duties hereunder
----------
shall not be assignable with respect to a Fund by either of the parties hereto
except by the specific written consent of the other party.

22. Governing Law. This Agreement shall be governed by and
-------------
provisions shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.

23. Limitation of Liability of the Trustees and Shareholders. The
--------------------------------------------------------
names "CFB MarketWatch Funds" and "Trustees of CFB MarketWatch Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under the Agreement and
Declaration of Trust dated as of June 4, 1992, to which reference is hereby made
and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "CFB
MarketWatch Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.

-9-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
----------------------------
Lora L. Oberlander, President

THE WINSBURY SERVICE CORPORATION
By:/s/Kenneth B. Quintenz
----------------------------
Kenneth B. Quintenz

-10-

<PAGE>

Dated: October 1, 1993

SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
CFB MARKETWATCH FUNDS
AND
THE WINSBURY SERVICE CORPORATION

NAME OF FUND
- --------------------------

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
----------------------------
Lora L. Oberlander, President

THE WINSBURY SERVICE CORPORATION
By:/s/Kenneth B. Quintenz
----------------------------
Kenneth B. Quintenz

-11-

<PAGE>

Dated: October 1, 1993

SCHEDULE B
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
CFB MARKETWATCH FUNDS
AND
THE WINSBURY SERVICE CORPORATION

FEES
----

Winsbury shall be entitled to receive a fee from the Virginia Municipal
Bond Fund at the annual rate of four one-hundredths of one percent (.04%) of
such Fund's average daily net assets plus Winsbury's reasonable out-of-pocket
expenses incurred in the performance of its services as provided in Section 4 of
the Fund Accounting Agreement to which this Schedule B is attached, with a
minimum annual fee of $40,000.

Winsbury shall be entitled to receive a fee from each other Fund at the
annual rate of three one-hundredths of one percent (.03%) of each Fund's average
daily net assets plus Winsbury's reasonable out-of-pocket expenses incurred in
the performance of its services as provided in Section 4 of the Fund Accounting
Agreement to which this Schedule B is attached, with a minimum annual fee of
$30,000.

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
----------------------------
Lora L. Oberlander, President

THE WINSBURY SERVICE CORPORATION
By:/s/Kenneth B. Quintenz
----------------------------
Kenneth B. Quintenz

-12-

EXHIBIT 10

March 28, 1996

MarketWatch Funds
3435 Stelzer Road
Columbus, OH 43219

RE: Post-Effective Amendment No. 4 to Registration Statement on
Form N-1A for MarketWatch Money Market Fund Registration
No. 33-48452/811-6696
-------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel for MarketWatch Funds, a Massachusetts Business
Trust (the "Fund"), in connection with the registration of its shares of
beneficial interest in the MarketWatch Money Market Fund ("Money Market Fund
Shares") pursuant to Post-Effective Amendment No. 4 to the Fund's Registration
Statement under the Securities Act of 1933, as amended. The registration of such
Money Market Fund Shares has been made in reliance on Rule 24e-2 under the
Investment Company Act of 1940, as amended. The Fund is an open-end investment
company authorized to issue an unlimited number of Money Market Fund Shares,
$.001 par value. In giving the opinion stated below, we have reviewed the Fund's
Agreement and Declaration of Trust, its Code of Regulations, resolutions adopted
by its Board of Trustees and shareholders and such other legal and factual
matters as we have deemed appropriate. Insofar as our opinion below relates to
matters pertaining to Massachusetts law, we have relied upon the opinion of
Ropes & Gray, special Massachusetts counsel to the Fund.

On the basis of and subject to the foregoing, we are of the opinion that
the aforementioned Money Market Fund Shares registered pursuant to Rule 24e-2,
when issued for payment as described in the Fund's prospectus for the Money
Market Fund, will be validly issued, fully paid, and non-assessable by the Fund.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to Post-Effective Amendment No. 4 to the
Fund's Registration Statement.

Very truly yours,

/s/Drinker Biddle & Reath

DRINKER BIDDLE & REATH
WBM/CTS

Exhibit 11(a)
KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, OH 43215
Telephone 614 249 2300

Auditor's Consent

The Board of Trustees of MarketWatch Funds:

We consent to the use of our report incorporated by reference dated January 17,
1996 on the financial statements of the MarketWatch Funds as of November 30,
1995 and for each of the periods indicated therein, and to the references to our
firm under the headings "Financial Highlights" in the prospectuses and
"Auditors" in the Statement of Additional Information.

/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Columbus, Ohio
March 26, 1996

EXHIBIT 11(b)

CONSENT OF COUNSEL
------------------

We hereby consent to the use of our name and to the reference to our firm
as "Legal Counsel" in the Prospectus and Statement of Additional Information
that are included in Post-Effective Amendment No. 4 to the Registration
Statement (No. 33-48452) on Form N-1A under the Securities Act of 1933, as
amended, of MarketWatch Funds.

This consent does not constitute a consent under Section 7 of the
Securities Act of 1933, as amended, and in consenting to the use of our name and
the references to our firm under such caption we have not certified any part of
the Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or the rules and regulations
of the Securities and Exchange Commission thereunder.

/s/Drinker Biddle & Reath
----------------------------------------
Drinker Biddle & Reath

Philadelphia, Pennsylvania
March 28, 1996

EXHIBIT 13
PURCHASE AGREEMENT
------------------

CFB MarketWatch Funds (the "Trust"), a Massachusetts business trust,
and Bryan Chegwidden, a Massachusetts resident, hereby agree with each other as
follows:

1. The Trust hereby offers Bryan Chegwidden and Bryan Chegwidden
hereby purchases one (1) unit of beneficial interests of the Trust (the "Share")
at a price of one hundred dollars ($100.00). Bryan Chegwidden hereby
acknowledges purchase of the Share for funds in the amount of one hundred
dollars ($100.00) in full payment for the Share.

2. Bryan Chegwidden represents and warrants to the Trust that the
Share is being acquired for investment purposes and not with a view to the
distribution thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 27th day of January, 1993.

Attest: CFB MARKETWATCH FUNDS

By: /x/ John Loder
- ----------------------------------- ------------------------------------
John Loder

Attest:

/s/ Bryan Chegwidden
- ----------------------------------- ----------------------------------------
Bryan Chegwidden

EXHIBIT 15(b)
Schedule C
to the
between CFB MarketWatch Funds and
The Winsbury Company Limited Partnership
October 1, 1993

DISTRIBUTION AND SERVICES PLAN

This Plan (the "Plan") constitutes the DISTRIBUTION AND SERVICES PLAN
of CFB MarketWatch Funds, a Massachusetts business trust (the "Trust"), adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act"). The Plan relates to the shares of beneficial interest ("Shares") of the
Trust's investment portfolios identified on Schedule B of the Trust's
Distribution Agreement, as such Schedule may be amended from time to time
(individually referred to as a "Fund" and collectively, the "Funds").

Section 1. Subject to Section 10 of this Plan, each Fund shall pay
---------
The Winsbury Company (the "Distributor") a fee in an amount not to exceed on an
annual basis .25% of the average daily net assets of such Fund (the "Fee") to
compensate the Distributor for the following: (i) payments the Distributor
makes to banks and other institutions and industry professionals, broker-
dealers, including the Adviser, Distributor and their affiliates or subsidiaries
(collectively referred to as "Participating Organizations"), pursuant to an
agreement in connection with providing administrative support services to the
holders of a Fund's Shares; or (ii) payments to financial institutions and
industry professionals (such as insurance companies, investment counselors,
accountants and estate planning firms (but not including banks and savings and
loan associations), broker-dealers, and the Distributor's affiliates and
subsidiaries in consideration for distribution services provided and expenses
assumed in connection with distribution assistance, including but not limited to
printing and distributing Prospectuses to persons other than current
shareholders of a Fund, printing and distributing advertising and sales
literature and reports to shareholders used in connection with the sale of a
Fund's Shares, and personnel and communication equipment used in servicing
shareholder accounts and prospective shareholder inquiries

Section 2. The Fee shall be accrued daily and payable monthly, and
---------
shall be paid by each Fund to the Distributor to compensate the Distributor for
payments made pursuant to Section
1, irrespective of whether such fee exceeds the amounts paid (or payable) by the
Distributor.

Section 3. The Plan shall not take effect with respect to a Fund
---------
until it has been approved by a vote of at least a majority of the outstanding
voting securities of such Fund.

<PAGE>

Section 4. The Plan shall not take effect until it has been approved,
---------
together with any related agreements, by votes of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
1940 Act and the rules and regulations thereunder) of both (a) the Board of
Trustees of the Trust and (b) the "Disinterested Trustees" (as defined in the
1940 Act) of the Trust cast in person at a meeting called for the purpose of
voting on the Plan or such agreement.

Section 5. This Plan shall become effective as to a Fund on the date
---------
the public offering of its Shares commences, and shall continue automatically
for successive annual periods, provided such continuance is specifically
--------
approved at least annually in the manner provided for approval of the Plan in
Section 4, unless earlier terminated in accordance with the terms hereof.

Section 6. The Plan may be terminated with respect to a Fund at any
---------
time by vote of a majority of the Disinterested Trustees, or by vote of a
majority of the outstanding voting securities of that Fund.

Section 7. Payments by the Distributor to a Participating
---------
Organization shall be subject to compliance by the Participating Organization
with the terms of an agreement with the Distributor. All agreements with any
person relating to implementation of the Plan shall be in writing, and any
agreement related to the Plan shall provide:

A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Disinterested Trustees, or by vote of a majority of the
outstanding voting securities of that Fund, on not more than 60
days' written notice; and

B. That such agreement shall terminate automatically in the event of
its assignment.

Section 8. The Plan may not be amended to increase materially the
---------
amount of distribution expenses permitted pursuant to Section 1 hereof without
approval in the manner provided in Sections 3 and 4 hereof, and all material
amendments to the Plan with respect to a Fund shall be approved in the manner
provided for approval of the Plan in Section 4.

Section 9. The Distributor shall provide to the trustees of the
---------
Trust, and the trustees shall review, at least quarterly, a written report of
the amounts expended pursuant to Section 1 and the purposes for which such
expenditures were made. Any other person authorized to direct the disposition
of monies paid or payable by the Trust pursuant to this Agreement shall provide
to the Distributor and the Board of Trustees of the Trust or its

-2-

<PAGE>

designees, and the Board will review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
In addition, each Participating Organization shall furnish the Trust or its
designees with such information as may be reasonably requested (including,
without limitation, periodic certifications confirming the provisions to
Customers of the services described herein) and will otherwise cooperate with
the Trust or its designees (including, without limitation, any auditors
designated by the Trust or the Distributor), in connection with the preparation
of reports to the Board of Trustees concerning this Agreement and the monies
paid or payable by the Trust pursuant hereto, as well as any other reports or
filing that may be required by law.

Section 10.
----------

(a) The monthly payments to the Distributor under this Plan that are
made out of or charged against the assets of a particular Fund must be in
payment for services rendered on behalf of such Fund.

(b) Joint distribution financing by the Funds on behalf of Shares
(which financing may also involve other investment portfolios or companies that
are affiliated persons of the Funds, affiliated persons of such a person, or
affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time, and nothing in subparagraph (a) above or any other provision
herein shall be construed to the contrary.

(c) For the purposes of determining the amounts payable under this
Plan, the value of a Fund's net assets shall be computed in the manner specified
in the Fund's current Prospectus as then in effect.

Section 11. As used herein, (a) the term "Disinterested Trustees"
----------
shall mean those trustees of the Trust who are not interested persons of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan or any agreements related to it and (b) the terms "affiliated person,"
"assignment," "interested person," and "majority of the outstanding voting
securities" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.

Section 12. The names "CFB MarketWatch Funds" and "Trustees of CFB
----------
MarketWatch Funds" refer respectively to the Trust created and the trustees, as
trustees but not individually or personally, acting from time to time under the
Agreement and Declaration of Trust dated June 4, 1992 which is hereby referred
to and a copy of which is on file at the office of the State Secretary

-3-

<PAGE>

of The Commonwealth of Massachusetts and at the principal office of the Trust.
The obligations of "CFB MarketWatch Funds" entered into in the name or on behalf
thereof by any of the trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
trustees, shareholders or representatives of the Trust personally, but bind only
the Trust property, and all persons dealing with any class of shares of the
Trust must look solely to the Trust property belonging to such class for the
enforcement of any claims against the Trust.

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
---------------------
Name: Lora L. Oberlander
Title: President

THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By: The Winsbury Corporation
General Partner
By:/s/Kenneth B. Quintenz
----------------------
Name: Kenneth B. Quintenz
Title: Vice President

-4-

<PAGE>

Dated: As of October , 1993

Schedule D
to the Distribution Agreement
between CFB MarketWatch Funds and
The Winsbury Company Limited Partnership

Name of Load Fund
- -----------------

CFB MarketWatch Short-Term
Fixed income Fund

CFB MarketWatch Intermediate
Fixed Income Fund

CFB MarketWatch Virgina
Municipal Bond Fund

CFB MarketWatch Equity Fund

CFB MARKETWATCH FUNDS
By:/s/Lora L. Oberlander
---------------------
Name: Lora L. Oberlander
Title: President

THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By: The Winsbury Corporation
General Partner
By:/s/Kenneth B. Quintenz
----------------------
Name: Kenneth B. Quintenz
Title: Vice President

-5-

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<ARTICLE> 6
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<NAME> MARKETWATCH FUNDS
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<NUMBER> 4
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</TABLE>

<ARTICLE> 6
<CIK> 0000888503
<NAME> MARKETWATCH FUNDS
<SERIES>
<NUMBER> 3
<NAME> INTERMEDIATE FIXED INCOME FUND

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<ARTICLE> 6
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<NAME> MARKETWATCH FUNDS
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<ARTICLE> 6
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<NAME> MARKETWATCH FUNDS
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</TABLE>