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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION PURSUANT TO SECTION 8(f) OF THE INVESTMENT COMPANY ACT OF 1940 (the
"Act") AND RULE 8f-1 THEREUNDER FOR ORDER
DECLARING THAT COMPANY
HAS CEASED TO BE AN INVESTMENT COMPANY
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions, see
Instruction 1):
[X] Merger
[_] Liquidation
[_] Abandonment of Registration
(Note: Abandonment's of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of the
form.)
[_] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund:
Marketwatch Funds
3. Securities and Exchange Commission File No.: 811-6696
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [_] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code): 3435 Stelzer Road, Columbus, OH 43219-3035
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form: Jonathan M.
Kopcsik, Esq., Drinker Biddle &
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Reath LLP, One Logan Square, 18/th/ & Cherry Streets, Philadelphia, PA
19103 (215) 988-2826
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with Rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: BISYS Fund Services,
Inc., Attn: Martin R. Dean, 3435 Stelzer Road, Columbus, OH 43219 (614)
470-8000
8. Classification of fund (check only one):
[X] Management company;
[_] Unit investment trust; or
[_] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [_] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Wachovia Bank N.A., 100 North Main Street, Winston-Salem, NC 27101
Central Fidelity National Bank, 1021 E. Cary Street, Richmond, VA 23219
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated: BISYS Fund Services, Limited
Partnership, 3435 Stelzer Road, Columbus, OH 43219
13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositors' name(s) and address(es):
(b) Trustee's name(s) and address(es):
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14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[_] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-____
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [_] No
If Yes, state the date on which the board vote took place:
The board approved the merger at meetings which were held on January 21,
1998 and March 3, 1998.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of Registration?
[X] Yes [_] No
If Yes, state the date on which the shareholder vote took place:
March 27, 1998
If No, explain:
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II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [_] No
(a) If Yes, list the date(s) on which the fund made those distributions:
March 27, 1998
(b) Were the distributions made on the basis of net assets?
[X] Yes [_] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [_] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and explain
how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[_] Yes [_] No
If Yes, indicate the percentage of fund shares owned by affiliates or any
other affiliation of shareholders:
17. Closed-end funds only: N/A
Has the fund issued senior securities?
[_] Yes [_] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [_] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
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(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[_] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[_] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[_] Yes [_] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[_] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
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IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
Marketwatch Funds paid no expenses in connection with the
reorganization.
(i) Legal expenses:
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above):
(b) How were those expenses allocated? See response to question 22(c).
(c) Who paid those expenses?
Wachovia Bank, N.A. paid all of the expenses incurred in connection
with the reorganization.
(d) How did the fund pay for unamortized expenses (if any)? N/A
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[_] Yes [X] No
If Yes, cite the release number of the Commission's notice and order or, if
no notice or order has been issued, the file number and date the
application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[_] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
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25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[_] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
The Wachovia Funds and The Wachovia Municipal Funds
(b) State the Investment Company Act file number of the fund surviving the
Merger:
File Nos. 811-6504 and 811-6201
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the agreement
was filed:
The plan of reorganization was filed on March 12, 1998 as part of
Marketwatch Funds' definitive proxy statement on Form N-14. The file
number was 811-6696.
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to this form.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940, as amended, on behalf of the Marketwatch Funds, (ii) he is the Chairman of
Marketwatch Funds, and (iii) all actions by shareholders, directors, and any
other body necessary to authorize the undersigned to execute and file this Form
N-8F application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his knowledge,
information, and belief.
/s/ Walter B. Grimm
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Walter B. Grimm
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