EMERALD FUNDS
497, 1996-08-30
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<PAGE>
                                 EMERALD FUNDS
 
                              EMERALD EQUITY FUND
                           EMERALD EQUITY VALUE FUND
                       EMERALD INTERNATIONAL EQUITY FUND
                       EMERALD SMALL CAPITALIZATION FUND
                             EMERALD BALANCED FUND
                      EMERALD SHORT-TERM FIXED INCOME FUND
                    EMERALD U.S. GOVERNMENT SECURITIES FUND
                           EMERALD MANAGED BOND FUND
                        EMERALD FLORIDA TAX-EXEMPT FUND
                               EMERALD PRIME FUND
                             EMERALD TREASURY FUND
                            EMERALD TAX-EXEMPT FUND
 
                                 RETAIL SHARES
 
                  SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
                 (AS SUPPLEMENTED AND REDATED AUGUST 30, 1996)
 
    The following information has been added to the section entitled "Summary of
Expenses -- Financial Highlights":
 
        The following unaudited information for Retail Shares of the Funds
    has been derived from the semi-annual financial statements incorporated
    into the Statement of Additional Information. This financial information
    should be read together with those financial statements.
<PAGE>
FINANCIAL HIGHLIGHTS FOR A RETAIL SHARE OF EACH FUND OUTSTANDING THROUGHOUT THE
PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                         EQUITY                                    SMALL
                                                                          VALUE           INTERNATIONAL        CAPITALIZATION
                                                    EQUITY FUND           FUND             EQUITY FUND              FUND
                                                    -----------        -----------        -------------        --------------
                                                      FOR THE            FOR THE             FOR THE              FOR THE
                                                    SIX MONTHS           PERIOD              PERIOD              SIX MONTHS
                                                       ENDED              ENDED               ENDED                ENDED
                                                    5/31/96(A)          5/31/96*            5/31/96*             5/31/96(A)
                                                    (UNAUDITED)        (UNAUDITED)         (UNAUDITED)          (UNAUDITED)
                                                    -----------        -----------        -------------        --------------
<S>                                                 <C>                <C>                <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............    $ 14.62            $ 10.00            $  10.00              $  12.77
                                                    -----------        -----------        -------------        --------------
Income (loss) from investment operations:
  Net investment income (loss)....................       0.01               0.13                0.08                 (0.05)
  Net realized and unrealized gains on
   securities.....................................       1.51               0.81                0.58                  2.80
                                                    -----------        -----------        -------------        --------------
  Total income from investment operations.........       1.52               0.94                0.66                  2.75
                                                    -----------        -----------        -------------        --------------
Less dividends and distributions:
  Dividends from net investment income............      (0.02)             (0.13)              (0.01)                (0.00)
  Distributions from net realized gains on
   securities.....................................      (1.29)             (0.00)              (0.00)                (1.00)
                                                    -----------        -----------        -------------        --------------
  Total dividends and distributions...............      (1.31)             (0.13)              (0.01)                (1.00)
                                                    -----------        -----------        -------------        --------------
Net change in net asset value.....................       0.21               0.81                0.65                  1.75
                                                    -----------        -----------        -------------        --------------
NET ASSET VALUE, END OF PERIOD....................    $ 14.83            $ 10.81            $  10.65              $  14.52
                                                    -----------        -----------        -------------        --------------
                                                    -----------        -----------        -------------        --------------
Total return......................................      11.53%++            9.42%++             6.56%++              23.07%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)................    $29,609            $     1            $      1              $  9,343
  Ratio of expenses to average net assets.........       1.20%+             0.00%+              0.00%+                1.40%+
  Ratio of net investment income (loss) to average
   net assets.....................................       0.06%+             2.85%+              1.82%+               (0.93%)+
  Ratio of expenses to average net assets**.......       1.21%+           317.36%+            328.68%+                1.47%+
  Ratio of net investment income (loss) to average
   net assets**...................................       0.05%+          (314.51%)+          (326.86%)+              (1.00%)+
  Portfolio turnover..............................         47%                 8%                  1%                  147%
  Average commission rate paid (b)................    $0.0517            $0.0877            $ 0.0902              $ 0.0426
</TABLE>
 
*   For the period December 27, 1995 (commencement of operations) through May
    31, 1996.
 
**  During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
(a) On March 11, 1996, the Fund terminated its offering of Class B Shares under
    the then-current sales load schedule and such shares subsequently converted
    to Retail Shares without affecting the net asset value of the Retail Shares.
 
(b) Represents the total dollar amount of commissions paid on portfolio
    transactions divided by total number of shares purchased and sold by the
    Fund for which commissions were charged.
 
+   Annualized.
 
++  Unannualized.
 
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS FOR A RETAIL SHARE OF EACH FUND OUTSTANDING THROUGHOUT THE
PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                                                U.S.
                                                                        SHORT-TERM           GOVERNMENT
                                                     BALANCED          FIXED INCOME          SECURITIES             MANAGED
                                                       FUND                FUND                 FUND               BOND FUND
                                                    -----------        ------------        ---------------        -----------
                                                      FOR THE            FOR THE               FOR THE              FOR THE
                                                    SIX MONTHS          SIX MONTHS           SIX MONTHS           SIX MONTHS
                                                       ENDED              ENDED                 ENDED                ENDED
                                                    5/31/96(A)          5/31/96(A)           5/31/96(A)           5/31/96(A)
                                                    (UNAUDITED)        (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
                                                    -----------        ------------        ---------------        -----------
<S>                                                 <C>                <C>                 <C>                    <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............    $ 12.02             $10.14               $ 10.39              $10.59
                                                    -----------        ------------        ---------------        -----------
Income (loss) from investment operations:
  Net investment income...........................       0.15               0.28                  0.32                0.31
  Net realized and unrealized gains (losses) on
   securities.....................................       0.65              (0.20)                (0.38)              (0.45)
                                                    -----------        ------------        ---------------        -----------
  Total income (loss) from investment
   operations.....................................       0.80               0.08                 (0.06)              (0.14)
                                                    -----------        ------------        ---------------        -----------
Less dividends and distributions:
  Dividends from net investment income............      (0.16)             (0.28)                (0.30)              (0.31)
  Dividends in excess of net investment income....      (0.00)             (0.00)                (0.00)              (0.10)
  Distributions from net realized gains on
   securities.....................................      (0.22)             (0.03)                (0.00)              (0.00)
                                                    -----------        ------------        ---------------        -----------
  Total dividends and distributions...............      (0.38)             (0.31)                (0.30)              (0.41)
                                                    -----------        ------------        ---------------        -----------
Net change in net asset value.....................       0.42              (0.23)                (0.36)              (0.55)
                                                    -----------        ------------        ---------------        -----------
NET ASSET VALUE, END OF PERIOD....................    $ 12.44             $ 9.91               $ 10.03              $10.04
                                                    -----------        ------------        ---------------        -----------
                                                    -----------        ------------        ---------------        -----------
Total return......................................       6.85%++            0.82%++              (0.64%)++           (1.41%)++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)................    $ 4,955             $  983               $24,429              $1,810
  Ratio of expenses to average net assets.........       0.74%+             0.74%+                1.10%+              0.71%+
  Ratio of net investment income to average net
   assets.........................................       1.71%+             4.81%+                6.00%+              4.81%+
  Ratio of expenses to average net assets*........       1.09%+             2.43%+                1.12%+              1.30%+
  Ratio of net investment income to average net
   assets*........................................       1.36%+             3.12%+                5.98%+              4.22%+
  Portfolio turnover..............................         48%                19%                   20%                 50%
  Average commission rate paid (b)................    $0.0470             --                   --                    --
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
(a) On March 11, 1996, the Fund terminated its offering of Class B Shares under
    the then-current sales load schedule and such shares subsequently converted
    to Retail Shares without affecting the net asset value of the Retail Shares
 
(b) Represents the total dollar amount of commissions paid on portfolio
    transactions divided by total number of shares purchased and sold by the
    Fund for which commissions were charged.
 
+   Annualized.
 
++  Unannualized.
 
                                       3
<PAGE>
FINANCIAL HIGHLIGHTS FOR A RETAIL SHARE OF EACH FUND OUTSTANDING THROUGHOUT THE
PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                    FLORIDA TAX-            PRIME               TREASURY            TAX-EXEMPT
                                                     EXEMPT FUND             FUND                 FUND                 FUND
                                                    -------------        ------------        ---------------        -----------
                                                       FOR THE             FOR THE               FOR THE              FOR THE
                                                     SIX MONTHS           SIX MONTHS           SIX MONTHS           SIX MONTHS
                                                        ENDED               ENDED                 ENDED                ENDED
                                                     5/31/96(A)            5/31/96               5/31/96              5/31/96
                                                     (UNAUDITED)         (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
                                                    -------------        ------------        ---------------        -----------
<S>                                                 <C>                  <C>                 <C>                    <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............     $ 11.09             $ 1.0002             $ 0.9996             $ 0.9996
                                                    -------------        ------------        ---------------        -----------
Income (loss) from investment operations:
  Net investment income...........................        0.27               0.0236               0.0224               0.0138
  Net realized and unrealized gains (losses) on
   securities.....................................       (0.53)              0.0000              (0.0002)              0.0001
                                                    -------------        ------------        ---------------        -----------
  Total income (loss) from investment
   operations.....................................       (0.26)              0.0236               0.0222               0.0139
                                                    -------------        ------------        ---------------        -----------
Less dividends and distributions:
  Dividends from net investment income............       (0.27)             (0.0236)             (0.0224)             (0.0138)
  Distributions from net realized gains on
   securities.....................................       (0.00)             (0.0002)             (0.0000)             (0.0000)
                                                    -------------        ------------        ---------------        -----------
  Total dividends and distributions...............       (0.27)             (0.0238)             (0.0224)             (0.0138)
                                                    -------------        ------------        ---------------        -----------
Net change in net asset value.....................       (0.53)             (0.0002)             (0.0002)              0.0001
                                                    -------------        ------------        ---------------        -----------
NET ASSET VALUE, END OF PERIOD....................     $ 10.56             $ 1.0000             $ 0.9994             $ 0.9997
                                                    -------------        ------------        ---------------        -----------
                                                    -------------        ------------        ---------------        -----------
Total return......................................       (2.43%)++             2.41%++              2.26%++              1.38%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)................     $88,929             $540,812             $ 45,620             $ 43,457
  Ratio of expenses to average net
   assets.........................................        0.96%+               0.90%+               0.90%+               0.90%+
  Ratio of net investment income to average net
   assets.........................................        4.64%+               4.71%+               4.49%+               2.72%+
  Ratio of expenses to average net assets*........        1.06%+               0.92%+               0.96%+               1.00%+
  Ratio of net investment income to average net
   assets*........................................        4.54%+               4.70%+               4.43%+               2.62%+
  Portfolio turnover..............................          92%              --                  --                    --
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
(a) On March 11, 1996, the Fund terminated its offering of Class B Shares under
    the then-current sales load schedule and such shares subsequently converted
    to Retail Shares without affecting the net asset value of the Retail Shares
 
+   Annualized.
 
++  Unannualized.
 
                                       4
<PAGE>
    INVESTMENT ADVISER -- ADDITIONAL INFORMATION.  For the period ended May 31,
1996, all investment advisory fees payable by the Equity Value Fund and
International Equity Fund were waived.
 
    Effective June 29, 1996 Barnett Capital Advisors, Inc., a newly-organized,
wholly-owned subsidiary of Barnett Bank, N.A. which, in turn, is a wholly-owned
subsidiary of Barnett Banks, Inc., assumed the investment advisory
responsibilities of Barnett Banks Trust Company, N.A. for each of the Funds on
the terms and conditions stated in the Prospectus. This change did not involve a
change in control or management of the investment adviser. Barnett Capital
Advisors, Inc. maintains offices at 9000 Southside Boulevard, Building 100,
Jacksonville, Florida 32256.
 
                                    *  *  *
 
    Effective August 19, 1996, Brandes Investment Partners, L.P. ("Brandes")
became a sub-adviser to the International Equity Fund. Brandes' principal office
is located at 12750 High Bluff Drive, San Diego, California 92130. As of June
30, 1996, Brandes had approximately $7.2 billion under management. Brandes
Investment Partners, Inc. owns a controlling interest in Brandes and serves as
its general partner. Charles Brandes is the controlling shareholder of Brandes
Investment Partners, Inc.
 
    Subject to the oversight and supervision of the Adviser and the Trust's
Board of Trustees, Brandes provides a continuous investment program for the
International Equity Fund, including investment research and management with
respect to all securities and investments, except for cash balances of the Fund
which are managed by the Adviser. In exchange for its services, Brandes receives
a fee from the Adviser, computed daily and payable monthly, at the annual rate
of 0.50% of the average daily net assets of the Fund. This fee is payable by the
Adviser and does not represent an additional charge to the Fund.
 
    In connection with Brandes' appointment as sub-adviser, Jeffrey A. Busby,
CFA, became responsible for the day-to-day management of the International
Equity Fund, except, as noted, with respect to the Fund's cash balances. Mr.
Busby has been a Managing Partner and Senior Portfolio Manager at Brandes since
August 1988. Also in connection with Brandes' appointment as sub-adviser, Don W.
Bryant, CFA, became the Adviser's "Sub-Advisory Liaison." In such capacity, Mr.
Bryant will oversee the provision of sub-investment advisory services by
Brandes. Mr. Bryant has served as an Institutional Portfolio Manager for the
Adviser for the past seven years.
 
                                    *  *  *
 
                                       5
<PAGE>
    Effective August 31, 1996, Jeffrey A. Greenert will assume responsibility
for the day-to-day management of the Short-Term Fixed Income Fund. Mr. Greenert
joined Barnett in 1985 and he currently serves as a fixed income portfolio
manager and analyst and is a member of the Adviser's Fixed Income Strategy
Committee.
 
    Effective August 31, 1996, Margaret L. Moore will assume responsibility for
the day-to-day management of the Florida Tax-Exempt Fund. Ms. Moore joined
Barnett in 1991 from First Florida Bank, N.A. where she was a Fixed Income
Trader for individual trust accounts for five years. Ms. Moore currently serves
as a tax-exempt investment manager for the Adviser and is a member of the
Adviser's Fixed Income Strategy Committee.
 
                   THIS SUPPLEMENT IS DATED AUGUST 30, 1996.
 
                                                                        EMD-0106
 
                                       6
<PAGE>
                                 EMERALD FUNDS
 
                            EMERALD PRIME TRUST FUND
                          EMERALD TREASURY TRUST FUND
 
                  SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
                 (AS SUPPLEMENTED AND REDATED AUGUST 30, 1996)
 
    The following information has been added to the section entitled "Summary of
Expenses -- Financial Highlights":
 
        The following unaudited information for shares of the Funds has been
    derived from the semi-annual financial statements incorporated into the
    Statement of Additional Information. This financial information should
    be read together with those financial statements.
 
FINANCIAL HIGHLIGHTS FOR A SHARE OF EACH FUND OUTSTANDING THROUGHOUT THE PERIOD
INDICATED:
 
<TABLE>
<CAPTION>
                                                    PRIME TRUST        TREASURY TRUST
                                                       FUND                 FUND
                                                    -----------        --------------
                                                      FOR THE             FOR THE
                                                    SIX MONTHS           SIX MONTHS
                                                       ENDED               ENDED
                                                      5/31/96             5/31/96
                                                    (UNAUDITED)         (UNAUDITED)
                                                    -----------        --------------
<S>                                                 <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............   $ 0.9999             $ 1.0000
                                                    -----------        --------------
Income (loss) from investment operations:
  Net investment income...........................     0.0258               0.0251
  Net realized gains (losses) on securities.......     0.0000              (0.0003)
                                                    -----------        --------------
  Total income from investment operations.........     0.0258               0.0248
                                                    -----------        --------------
Less dividends and distributions:
  Dividends from net investment income............    (0.0258)             (0.0251)
  Distributions from net realized gains on
   securities.....................................    (0.0000)             (0.0001)
                                                    -----------        --------------
  Total dividends and distributions...............    (0.0258)             (0.0252)
                                                    -----------        --------------
Net change in net asset value.....................     0.0000              (0.0004)
                                                    -----------        --------------
NET ASSET VALUE, END OF PERIOD....................   $ 0.9999             $ 0.9996
                                                    -----------        --------------
                                                    -----------        --------------
Total return......................................       2.61%++              2.55%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)................   $145,746             $138,134
  Ratio of expenses to average net assets.........       0.38%+               0.38%+
  Ratio of net investment income to average net
   assets.........................................       5.21%+               5.05%+
  Ratio of expenses to average net assets*........       0.38%+               0.38%+
  Ratio of net investment income to average net
   assets*........................................       5.21%+               5.05%+
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
+   Annualized.
 
++  Unannualized.
<PAGE>
    INVESTMENT ADVISER -- ADDITIONAL INFORMATION.  Effective June 29, 1996
Barnett Capital Advisors, Inc., a newly-organized, wholly-owned subsidiary of
Barnett Bank, N.A. which, in turn, is a wholly-owned subsidiary of Barnett
Banks, Inc., assumed the investment advisory responsibilities of Barnett Banks
Trust Company, N.A. for each of the Funds on the terms and conditions stated in
the Prospectus. This change did not involve a change in control or management of
the investment adviser. Barnett Capital Advisors, Inc. maintains offices at 9000
Southside Boulevard, Building 100, Jacksonville, Florida 32256.
 
                   THIS SUPPLEMENT IS DATED AUGUST 30, 1996.
 
                                                                        EMD-0105
 
                                       2
<PAGE>
                                 EMERALD FUNDS
 
                               EMERALD PRIME FUND
                             EMERALD TREASURY FUND
                            EMERALD TAX-EXEMPT FUND
 
                      INSTITUTIONAL SHARES/SERVICE SHARES
 
                  SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
                 (AS SUPPLEMENTED AND REDATED AUGUST 30, 1996)
 
    The following information has been added to the section entitled "Summary of
Expenses -- Financial Highlights":
 
        The following unaudited information for Institutional and Service
    Shares of the Funds has been derived from the semi-annual financial
    statements incorporated into the Statement of Additional Information.
    This financial information should be read together with those financial
    statements.
<PAGE>
FINANCIAL HIGHLIGHTS FOR AN INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING
THROUGHOUT THE PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                                             TAX-EXEMPT
                                                    PRIME FUND        TREASURY FUND             FUND
                                                    ----------        -------------        ---------------
                                                     FOR THE             FOR THE               FOR THE
                                                    SIX MONTHS         SIX MONTHS            SIX MONTHS
                                                      ENDED               ENDED                 ENDED
                                                     5/31/96             5/31/96               5/31/96
                                                    (UNAUDITED)        (UNAUDITED)           (UNAUDITED)
                                                    ----------        -------------        ---------------
<S>                                                 <C>               <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............   $ 1.0002           $ 0.9996              $ 0.9996
                                                    ----------        -------------        ---------------
Income (loss) from investment operations:
  Net investment income...........................     0.0262             0.0249                0.0163
  Net realized and unrealized gains (losses) on
   securities.....................................     0.0000            (0.0002)               0.0001
                                                    ----------        -------------        ---------------
  Total income from investment operations.........     0.0262             0.0247                0.0164
                                                    ----------        -------------        ---------------
Less dividends and distributions:
  Dividends from net investment income............    (0.0262)           (0.0249)              (0.0163)
  Distributions from net realized gains on
   securities.....................................    (0.0002)           (0.0000)              (0.0000)
                                                    ----------        -------------        ---------------
  Total dividends and distributions...............    (0.0264)           (0.0249)              (0.0163)
                                                    ----------        -------------        ---------------
Net change in net asset value.....................    (0.0002)           (0.0002)               0.0001
                                                    ----------        -------------        ---------------
NET ASSET VALUE, END OF PERIOD....................   $ 1.0000           $ 0.9994              $ 0.9997
                                                    ----------        -------------        ---------------
                                                    ----------        -------------        ---------------
Total return......................................       2.67%++            2.52%++               1.64%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)................   $645,795           $236,090              $133,586
  Ratio of expenses to average net assets.........       0.38%+             0.40%+                0.38%+
  Ratio of net investment income to average net
   assets.........................................       5.23%+             4.99%+                3.25%+
  Ratio of expenses to average net assets*........       0.38%+             0.41%+                0.48%+
  Ratio of net investment income to average net
   assets*........................................       5.23%+             4.98%+                3.15%+
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
+   Annualized.
 
++  Unannualized.
 
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS FOR A SERVICE SHARE OF EACH FUND OUTSTANDING THROUGHOUT THE
PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                                             TAX-EXEMPT
                                                    PRIME FUND        TREASURY FUND             FUND
                                                    ----------        -------------        ---------------
                                                     FOR THE             FOR THE               FOR THE
                                                    SIX MONTHS         SIX MONTHS            SIX MONTHS
                                                      ENDED               ENDED                 ENDED
                                                     5/31/96             5/31/96               5/31/96
                                                    (UNAUDITED)        (UNAUDITED)           (UNAUDITED)
                                                    ----------        -------------        ---------------
<S>                                                 <C>               <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............   $ 1.0002           $ 0.9996              $ 0.9996
                                                    ----------        -------------        ---------------
Income (loss) from investment operations:
  Net investment income...........................     0.0245             0.0232                0.0145
  Net realized and unrealized gains (losses) on
   securities.....................................     0.0000            (0.0002)               0.0001
                                                    ----------        -------------        ---------------
  Total income from investment operations.........     0.0245             0.0230                0.0146
                                                    ----------        -------------        ---------------
Less dividends and distributions:
  Dividends from net investment income............    (0.0245)           (0.0232)              (0.0145)
  Distributions from net realized gains on
   securities.....................................    (0.0002)           (0.0000)              (0.0000)
                                                    ----------        -------------        ---------------
  Total dividends and distributions...............    (0.0247)           (0.0232)              (0.0145)
                                                    ----------        -------------        ---------------
Net change in net asset value.....................    (0.0002)           (0.0002)               0.0001
                                                    ----------        -------------        ---------------
NET ASSET VALUE, END OF PERIOD....................   $ 1.0000           $ 0.9994              $ 0.9997
                                                    ----------        -------------        ---------------
                                                    ----------        -------------        ---------------
  Total return....................................       2.50%++            2.34%++               1.46%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)................   $886,991           $579,856              $  2,877
  Ratio of expenses to average net assets.........       0.72%+             0.75%+                0.75%+
  Ratio of net investment income to average net
   assets.........................................       4.90%+             4.63%+                2.90%+
  Ratio of expenses to average net assets*........       0.72%+             0.76%+                0.85%+
  Ratio of net investment income to average net
   assets*........................................       4.90%+             4.62%+                2.80%+
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
+   Annualized.
 
++  Unannualized.
 
                                       3
<PAGE>
    INVESTMENT ADVISER -- ADDITIONAL INFORMATION.  Effective June 29, 1996
Barnett Capital Advisors, Inc., a newly-organized, wholly-owned subsidiary of
Barnett Bank, N.A. which, in turn, is a wholly-owned subsidiary of Barnett
Banks, Inc., assumed the investment advisory responsibilities of Barnett Banks
Trust Company, N.A. for each of the Funds on the terms and conditions stated in
the Prospectus. This change did not involve a change in control or management of
the investment adviser. Barnett Capital Advisors, Inc. maintains offices at 9000
Southside Boulevard, Building 100, Jacksonville, Florida 32256.
 
                   THIS SUPPLEMENT IS DATED AUGUST 30, 1996.
 
                                                                        EMD-0104
 
                                       4
<PAGE>
                                 EMERALD FUNDS
 
                              EMERALD EQUITY FUND
                       EMERALD SMALL CAPITALIZATION FUND
                             EMERALD BALANCED FUND
                           EMERALD MANAGED BOND FUND
                               EMERALD PRIME FUND
 
                              INSTITUTIONAL SHARES
 
                  SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
                 (AS SUPPLEMENTED AND REDATED AUGUST 30, 1996)
 
    The following information has been added to the section entitled "Summary of
Expenses -- Financial Highlights":
 
        The following unaudited information for Institutional Shares of the
    Funds has been derived from the semi-annual financial statements
    incorporated into the Statement of Additional Information. This
    financial information should be read together with those financial
    statements.
<PAGE>
FINANCIAL HIGHLIGHTS FOR AN INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING
THROUGHOUT THE PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                SMALL
                                                            CAPITALIZATION         BALANCED            MANAGED
                                         EQUITY FUND             FUND                FUND             BOND FUND         PRIME FUND
                                         -----------        --------------        -----------        -----------        -----------
                                           FOR THE             FOR THE              FOR THE            FOR THE            FOR THE
                                         SIX MONTHS           SIX MONTHS          SIX MONTHS         SIX MONTHS         SIX MONTHS
                                            ENDED               ENDED                ENDED              ENDED              ENDED
                                           5/31/96             5/31/96              5/31/96            5/31/96            5/31/96
                                         (UNAUDITED)         (UNAUDITED)          (UNAUDITED)        (UNAUDITED)        (UNAUDITED)
                                         -----------        --------------        -----------        -----------        -----------
<S>                                      <C>                <C>                   <C>                <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD...   $  14.63             $  12.78            $  11.91           $  10.55           $ 1.0002
                                         -----------        --------------        -----------        -----------        -----------
Income (loss) from investment
 operations:
  Net investment income (loss).........       0.04                (0.04)               0.19               0.33             0.0262
  Net realized and unrealized gains
   (losses) on securities..............       1.52                 2.83                0.64              (0.46)            0.0000
                                         -----------        --------------        -----------        -----------        -----------
  Total income (loss) from investment
   operations..........................       1.56                 2.79                0.83              (0.13)            0.0262
                                         -----------        --------------        -----------        -----------        -----------
Less dividends and distributions:
  Dividends from net investment
   income..............................      (0.04)               (0.00)              (0.19)             (0.33)           (0.0262)
  Dividends in excess of net investment
   income..............................      (0.00)               (0.00)              (0.00)             (0.10)           (0.0000)
  Distributions from net realized gains
   on securities.......................      (1.29)               (1.00)              (0.22)             (0.00)           (0.0002)
                                         -----------        --------------        -----------        -----------        -----------
  Total dividends and distributions....      (1.33)               (1.00)              (0.41)             (0.43)           (0.0264)
                                         -----------        --------------        -----------        -----------        -----------
Net change in net asset value..........       0.23                 1.79                0.42              (0.56)           (0.0002)
                                         -----------        --------------        -----------        -----------        -----------
NET ASSET VALUE, END OF PERIOD.........   $  14.86             $  14.57            $  12.33           $   9.99           $ 1.0000
                                         -----------        --------------        -----------        -----------        -----------
                                         -----------        --------------        -----------        -----------        -----------
Total return...........................      11.82%++             23.38%++             7.15%++           (1.33%)++           2.67%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s).....   $200,172             $124,559            $ 79,231           $ 69,097           $645,795
  Ratio of expenses to average net
   assets..............................       0.82%+               1.36%+              0.53%+             0.45%+             0.38%+
  Ratio of net investment income (loss)
   to average net assets...............       0.52%+              (0.77%)+             3.19%+             6.41%+             5.23%+
  Ratio of expenses to average net
   assets*.............................         (a)                  (a)               0.93%+             0.72%+             0.38%+
  Ratio of net investment income to
   average net assets*.................         (a)                  (a)               2.79%+             6.14%+             5.23%+
  Portfolio turnover...................         47%                 147%                 48%                50%            --
  Average commission rate paid (b).....   $ 0.0517             $ 0.0426            $ 0.0470             --                 --
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
(a) There were no waivers or reimbursements during the period.
 
(b) Represents the total dollar amount of commissions paid on portfolio
    transactions divided by total number of shares purchased and sold by the
    Fund for which commissions were charged.
 
+   Annualized.
 
++  Unannualized.
 
                                       2
<PAGE>
     INVESTMENT ADVISER -- ADDITIONAL INFORMATION.  Effective June 29, 1996
Barnett Capital Advisors, Inc., a newly-organized, wholly-owned subsidiary of
Barnett Bank, N.A. which, in turn, is a wholly-owned subsidiary of Barnett
Banks, Inc., assumed the investment advisory responsibilities of Barnett Banks
Trust Company, N.A. for each of the Funds on the terms and conditions stated in
the Prospectus. This change did not involve a change in control or management of
the investment adviser. Barnett Capital Advisors, Inc. maintains offices at 9000
Southside Boulevard, Building 100, Jacksonville, Florida 32256.
 
                   THIS SUPPLEMENT IS DATED AUGUST 30, 1996.
 
                                                                        EMD-0103
 
                                       3
<PAGE>
                                 EMERALD FUNDS
 
                              EMERALD EQUITY FUND
                           EMERALD EQUITY VALUE FUND
                       EMERALD INTERNATIONAL EQUITY FUND
                       EMERALD SMALL CAPITALIZATION FUND
                             EMERALD BALANCED FUND
                      EMERALD SHORT-TERM FIXED INCOME FUND
                    EMERALD U.S. GOVERNMENT SECURITIES FUND
                           EMERALD MANAGED BOND FUND
                               EMERALD PRIME FUND
                             EMERALD TREASURY FUND
 
                              INSTITUTIONAL SHARES
 
                  SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
                 (AS SUPPLEMENTED AND REDATED AUGUST 30, 1996)
 
    The following information has been added to the section entitled "Summary of
Expenses -- Financial Highlights":
 
        The following unaudited information for Institutional Shares of the
    Funds has been derived from the semi-annual financial statements
    incorporated into the Statement of Additional Information. This
    financial information should be read together with those financial
    statements.
<PAGE>
FINANCIAL HIGHLIGHTS FOR AN INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING
THROUGHOUT THE PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                                                    SMALL
                                                          EQUITY           INTERNATIONAL        CAPITALIZATION         BALANCED
                                     EQUITY FUND        VALUE FUND          EQUITY FUND              FUND                FUND
                                     -----------        -----------        -------------        --------------        -----------
                                       FOR THE            FOR THE             FOR THE              FOR THE              FOR THE
                                     SIX MONTHS           PERIOD              PERIOD              SIX MONTHS          SIX MONTHS
                                        ENDED              ENDED               ENDED                ENDED                ENDED
                                       5/31/96           5/31/96*            5/31/96*              5/31/96              5/31/96
                                     (UNAUDITED)        (UNAUDITED)         (UNAUDITED)          (UNAUDITED)          (UNAUDITED)
                                     -----------        -----------        -------------        --------------        -----------
<S>                                  <C>                <C>                <C>                  <C>                   <C>
NET ASSET VALUE, BEGINNING OF
 PERIOD............................   $  14.63            $ 10.00             $ 10.00              $  12.78             $ 11.91
                                     -----------        -----------        -------------        --------------        -----------
Income (loss) from investment
 operations:
  Net investment income............       0.04               0.13                0.09                 (0.04)               0.19
  Net realized and unrealized gains
   (losses) on securities..........       1.52               0.81                0.57                  2.83                0.64
                                     -----------        -----------        -------------        --------------        -----------
  Total income from investment
   operations......................       1.56               0.94                0.66                  2.79                0.83
                                     -----------        -----------        -------------        --------------        -----------
Less dividends and distributions:
  Dividends from net investment
   income..........................      (0.04)             (0.13)              (0.01)                (0.00)              (0.19)
  Distributions from net realized
   gains on securities.............      (1.29)             (0.00)              (0.00)                (1.00)              (0.22)
                                     -----------        -----------        -------------        --------------        -----------
  Total dividends and
   distributions...................      (1.33)             (0.13)              (0.01)                (1.00)              (0.41)
                                     -----------        -----------        -------------        --------------        -----------
Net change in net asset value......       0.23               0.81                0.65                  1.79                0.42
                                     -----------        -----------        -------------        --------------        -----------
NET ASSET VALUE, END OF PERIOD.....   $  14.86            $ 10.81             $ 10.65              $  14.57             $ 12.33
                                     -----------        -----------        -------------        --------------        -----------
                                     -----------        -----------        -------------        --------------        -----------
Total return.......................      11.82%++            9.42%++             6.56%++              23.38%++             7.15%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
   (000s)..........................   $200,172            $ 2,162             $ 2,147              $124,559             $79,231
  Ratio of expenses to average net
   assets..........................       0.82%+             0.00%+              0.00%+                1.36%+              0.53%+
  Ratio of net investment income
   (loss) to average net assets....       0.52%+             2.87%+              1.86%+               (0.77%)+             3.19%+
  Ratio of expenses to average net
   assets**........................         (a)              6.46%+              7.22%+                  (a)               0.93%+
  Ratio of net investment income
   (loss) to average net
   assets**........................         (a)             (3.59%)+            (5.36%)+                 (a)               2.79%+
  Portfolio turnover...............         47%                 8%                  1%                  147%                 48%
  Average commission rate paid
   (b).............................   $ 0.0517            $0.0877             $0.0902              $ 0.0426             $0.0470
</TABLE>
 
*   For the period December 27, 1995 (commencement of operations) through May
    31, 1996.
 
**  During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
(a) There were no waivers or reimbursements during the period.
 
(b) Represents the total dollar amount of commissions paid on portfolio
    transactions divided by total number of shares purchased and sold by the
    Fund for which commissions were charged.
 
+   Annualized.
 
++  Unannualized.
 
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS FOR AN INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING
THROUGHOUT THE PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                U.S.
                                          SHORT-TERM         GOVERNMENT
                                             FIXED           SECURITIES          MANAGED                              TREASURY
                                          INCOME FUND           FUND            BOND FUND         PRIME FUND            FUND
                                          -----------        ----------        -----------        -----------        -----------
                                            FOR THE           FOR THE            FOR THE            FOR THE            FOR THE
                                          SIX MONTHS         SIX MONTHS        SIX MONTHS         SIX MONTHS         SIX MONTHS
                                             ENDED             ENDED              ENDED              ENDED              ENDED
                                            5/31/96           5/31/96            5/31/96            5/31/96            5/31/96
                                          (UNAUDITED)        (UNAUDITED)       (UNAUDITED)        (UNAUDITED)        (UNAUDITED)
                                          -----------        ----------        -----------        -----------        -----------
<S>                                       <C>                <C>               <C>                <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD....    $ 10.15           $ 10.36            $ 10.55           $ 1.0002           $ 0.9996
                                          -----------        ----------        -----------        -----------        -----------
Income (loss) from investment
 operations:
  Net investment income.................       0.30              0.35               0.33             0.0262             0.0249
  Net realized and unrealized gains
   (losses) on securities...............      (0.21)            (0.38)             (0.46)            0.0000            (0.0002)
                                          -----------        ----------        -----------        -----------        -----------
  Total income (loss) from investment
   operations...........................       0.09             (0.03)             (0.13)            0.0262             0.0247
                                          -----------        ----------        -----------        -----------        -----------
Less dividends and distributions:
  Dividends from net investment
   income...............................      (0.30)            (0.32)             (0.33)           (0.0262)           (0.0249)
  Dividends in excess of net investment
   income...............................      (0.00)            (0.00)             (0.10)           (0.0000)           (0.0000)
  Distributions from net realized gains
   on securities........................      (0.03)            (0.00)             (0.00)           (0.0002)           (0.0000)
                                          -----------        ----------        -----------        -----------        -----------
  Total dividends and distributions.....      (0.33)            (0.32)             (0.43)           (0.0264)           (0.0249)
                                          -----------        ----------        -----------        -----------        -----------
Net change in net asset value...........      (0.24)            (0.35)             (0.56)           (0.0002)           (0.0002)
                                          -----------        ----------        -----------        -----------        -----------
NET ASSET VALUE, END OF PERIOD..........    $  9.91           $ 10.01            $  9.99           $ 1.0000           $ 0.9994
                                          -----------        ----------        -----------        -----------        -----------
                                          -----------        ----------        -----------        -----------        -----------
  Total return..........................       0.91%++          (0.34%)++          (1.33%)++           2.67%++            2.52%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)......    $17,272           $32,588            $69,097           $645,795           $236,090
  Ratio of expenses to average net
   assets...............................       0.43%+            0.71%+             0.45%+             0.38%+             0.40%+
  Ratio of net investment income to
   average net assets...................       6.00%             6.62%+             6.41%+             5.23%+             4.99%+
  Ratio of expenses to average net
   assets*..............................       1.21%+            0.72%+             0.72%+             0.38%+             0.41%+
  Ratio of net investment income to
   average net assets*..................       5.22%+            6.61%+             6.14%+             5.23%+             4.98%+
  Portfolio turnover....................         19%               20%                50%            --                 --
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
+   Annualized.
 
++  Unannualized.
 
                                       3
<PAGE>
     INVESTMENT ADVISER -- ADDITIONAL INFORMATION.  For the period ended May 31,
1996, all investment advisory fees payable by the Equity Value Fund and
International Equity Fund were waived.
 
    Effective June 29, 1996 Barnett Capital Advisors, Inc., a newly-organized,
wholly-owned subsidiary of Barnett Bank, N.A. which, in turn, is a wholly-owned
subsidiary of Barnett Banks, Inc., assumed the investment advisory
responsibilities of Barnett Banks Trust Company, N.A. for each of the Funds on
the terms and conditions stated in the Prospectus. This change did not involve a
change in control or management of the investment adviser. Barnett Capital
Advisors, Inc. maintains offices at 9000 Southside Boulevard, Building 100,
Jacksonville, Florida 32256.
 
                                    *  *  *
 
    Effective August 19, 1996, Brandes Investment Partners, L.P. ("Brandes")
became a sub-adviser to the International Equity Fund. Brandes' principal office
is located at 12750 High Bluff Drive, San Diego, California 92130. As of June
30, 1996, Brandes had approximately $7.2 billion under management. Brandes
Investment Partners, Inc. owns a controlling interest in Brandes and serves as
its general partner. Charles Brandes is the controlling shareholder of Brandes
Investment Partners, Inc.
 
    Subject to the oversight and supervision of the Adviser and the Trust's
Board of Trustees, Brandes provides a continuous investment program for the
International Equity Fund, including investment research and management with
respect to all securities and investments, except for cash balances of the Fund
which are managed by the Adviser. In exchange for its services, Brandes receives
a fee from the Adviser, computed daily and payable monthly, at the annual rate
of 0.50% of the average daily net assets of the Fund. This fee is payable by the
Adviser and does not represent an additional charge to the Fund.
 
    In connection with Brandes' appointment as sub-adviser, Jeffrey A. Busby,
CFA, became responsible for the day-to-day management of the International
Equity Fund, except, as noted, with respect to the Fund's cash balances. Mr.
Busby has been a Managing Partner and Senior Portfolio Manager at Brandes since
August 1988. Also in connection with Brandes' appointment as sub-adviser, Don W.
Bryant, CFA, became the Adviser's "Sub-Advisory Liaison." In such capacity, Mr.
Bryant will oversee the provision of sub-investment advisory services by
Brandes. Mr. Bryant has served as an Institutional Portfolio Manager for the
Adviser for the past seven years.
 
                                    *  *  *
 
    Effective August 31, 1996, Jeffrey A. Greenert will assume responsibility
for the day-to-day management of the Short-Term Fixed Income Fund. Mr. Greenert
joined Barnett in 1985 and he currently serves as a fixed income portfolio
manager and analyst and is a member of the Adviser's Fixed Income Strategy
Committee.
 
    Effective August 31, 1996, Margaret L. Moore will assume responsibility for
the day-to-day management of the Florida Tax-Exempt Fund. Ms. Moore joined
Barnett in 1991 from First Florida Bank, N.A. where she was a Fixed Income
Trader for individual trust accounts for five years. Ms. Moore currently serves
as a tax-exempt investment manager for the Adviser and is a member of the
Adviser's Fixed Income Strategy Committee.
 
                   THIS SUPPLEMENT IS DATED AUGUST 30, 1996.
 
                                                                        EMD-0101
 
                                       4
<PAGE>
                                 EMERALD FUNDS
 
                              EMERALD EQUITY FUND
                           EMERALD EQUITY VALUE FUND
                       EMERALD INTERNATIONAL EQUITY FUND
                       EMERALD SMALL CAPITALIZATION FUND
                             EMERALD BALANCED FUND
                      EMERALD SHORT-TERM FIXED INCOME FUND
                    EMERALD U.S. GOVERNMENT SECURITIES FUND
                           EMERALD MANAGED BOND FUND
                        EMERALD FLORIDA TAX-EXEMPT FUND
 
                              INSTITUTIONAL SHARES
 
                  SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
                 (AS SUPPLEMENTED AND REDATED AUGUST 30, 1996)
 
    The following information has been added to the section entitled "Summary of
Expenses -- Financial Highlights":
 
        The following unaudited information for Institutional Shares of the
    Funds has been derived from the semi-annual financial statements
    incorporated into the Statement of Additional Information. This
    financial information should be read together with those financial
    statements.
<PAGE>
FINANCIAL HIGHLIGHTS FOR AN INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING
THROUGHOUT THE PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                                              SMALL
                                                     EQUITY          INTERNATIONAL        CAPITALIZATION         BALANCED
                                EQUITY FUND        VALUE FUND         EQUITY FUND              FUND                FUND
                                -----------        ----------        -------------        --------------        -----------
                                  FOR THE           FOR THE             FOR THE              FOR THE              FOR THE
                                SIX MONTHS           PERIOD             PERIOD              SIX MONTHS          SIX MONTHS
                                   ENDED             ENDED               ENDED                ENDED                ENDED
                                  5/31/96           5/31/96*           5/31/96*              5/31/96              5/31/96
                                (UNAUDITED)        (UNAUDITED)        (UNAUDITED)          (UNAUDITED)          (UNAUDITED)
                                -----------        ----------        -------------        --------------        -----------
<S>                             <C>                <C>               <C>                  <C>                   <C>
NET ASSET VALUE, BEGINNING OF
 PERIOD.......................   $  14.63           $ 10.00             $ 10.00              $  12.78             $ 11.91
                                -----------        ----------        -------------        --------------        -----------
Income (loss) from investment
 operations:
  Net investment income
   (loss).....................       0.04              0.13                0.09                 (0.04)               0.19
  Net realized and unrealized
   gains on securities........       1.52              0.81                0.57                  2.83                0.64
                                -----------        ----------        -------------        --------------        -----------
  Total income from investment
   operations.................       1.56              0.94                0.66                  2.79                0.83
                                -----------        ----------        -------------        --------------        -----------
Less dividends and
 distributions:
  Dividends from net
   investment income..........      (0.04)            (0.13)              (0.01)                (0.00)              (0.19)
  Distributions from net
   realized gains on
   securities.................      (1.29)            (0.00)              (0.00)                (1.00)              (0.22)
                                -----------        ----------        -------------        --------------        -----------
  Total dividends and
   distributions..............      (1.33)            (0.13)              (0.01)                (1.00)              (0.41)
                                -----------        ----------        -------------        --------------        -----------
Net change in net asset
 value........................       0.23              0.81                0.65                  1.79                0.42
                                -----------        ----------        -------------        --------------        -----------
NET ASSET VALUE, END OF
 PERIOD.......................   $  14.86           $ 10.81             $ 10.65              $  14.57             $ 12.33
                                -----------        ----------        -------------        --------------        -----------
                                -----------        ----------        -------------        --------------        -----------
Total return..................      11.82%++           9.42%++             6.56%++              23.38%++             7.15%++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
   (000s).....................   $200,172           $ 2,162             $ 2,147              $124,559             $79,231
  Ratio of expenses to average
   net assets.................       0.82%+            0.00%+              0.00%+                1.36%+              0.53%+
  Ratio of net investment
   income (loss) to average
   net assets.................       0.52%+            2.87%+              1.86%+               (0.77%)+             3.19%+
  Ratio of expenses to average
   net assets**...............         (a)             6.46%+              7.22%+                  (a)               0.93%+
  Ratio of net investment
   income (loss) to average
   net assets**...............         (a)            (3.59%)+            (5.36%)+                 (a)               2.79%+
  Portfolio turnover..........         47%                8%                  1%                  147%                 48%
  Average commission rate paid
   (b)........................   $ 0.0517           $0.0877             $0.0902              $ 0.0426             $0.0470
</TABLE>
 
*   For the period December 27, 1995 (commencement of operations) through May
    31, 1996.
 
**  During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
(a) There were no waivers or reimbursements during the period.
 
(b) Represents the total dollar amount of commissions paid on portfolio
    transactions divided by total number of shares purchased and sold by the
    Fund for which commissions were charged.
 
+   Annualized.
 
++  Unannualized.
 
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS FOR AN INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING
THROUGHOUT THE PERIOD INDICATED:
 
<TABLE>
<CAPTION>
                                                                U.S.
                                          SHORT-TERM         GOVERNMENT                             FLORIDA
                                             FIXED           SECURITIES          MANAGED          TAX-EXEMPT
                                          INCOME FUND           FUND            BOND FUND            FUND
                                          -----------        ----------        -----------        -----------
                                            FOR THE           FOR THE            FOR THE            FOR THE
                                          SIX MONTHS         SIX MONTHS        SIX MONTHS         SIX MONTHS
                                             ENDED             ENDED              ENDED              ENDED
                                            5/31/96           5/31/96            5/31/96            5/31/96
                                          (UNAUDITED)        (UNAUDITED)       (UNAUDITED)        (UNAUDITED)
                                          -----------        ----------        -----------        -----------
<S>                                       <C>                <C>               <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD....    $ 10.15           $ 10.36            $ 10.55            $ 11.09
                                          -----------        ----------        -----------        -----------
Income (loss) from investment
 operations:
  Net investment income.................       0.30              0.35               0.33               0.29
  Net realized and unrealized gains
   (losses) on securities...............      (0.21)            (0.38)             (0.46)             (0.52)
                                          -----------        ----------        -----------        -----------
  Total income (loss) from investment
   operations...........................       0.09             (0.03)             (0.13)             (0.23)
                                          -----------        ----------        -----------        -----------
Less dividends and distributions:
  Dividends from net investment
   income...............................      (0.30)            (0.32)             (0.33)             (0.29)
  Dividends in excess of net investment
   income...............................      (0.00)            (0.00)             (0.10)             (0.00)
  Distributions from net realized gains
   on securities........................      (0.03)            (0.00)             (0.00)             (0.00)
                                          -----------        ----------        -----------        -----------
  Total dividends and distributions.....      (0.33)            (0.32)             (0.43)             (0.29)
                                          -----------        ----------        -----------        -----------
Net change in net asset value...........      (0.24)            (0.35)             (0.56)             (0.52)
                                          -----------        ----------        -----------        -----------
NET ASSET VALUE, END OF PERIOD..........    $  9.91           $ 10.01            $  9.99            $ 10.57
                                          -----------        ----------        -----------        -----------
                                          -----------        ----------        -----------        -----------
Total return............................       0.91%++          (0.34%)++          (1.33%)++          (2.17%)++
 
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)......    $17,272           $32,588            $69,097            $32,733
  Ratio of expenses to average net
   assets...............................       0.43%+            0.71%+             0.45%+             0.68%+
  Ratio of net investment income to
   average net assets...................       6.00%+            6.62%+             6.41%+             5.34%+
  Ratio of expenses to average net
   assets*..............................       1.21%+            0.72%+             0.72%+             0.69%+
  Ratio of net investment income to
   average net assets*..................       5.22%+            6.61%+             6.14%+             5.33%+
  Portfolio turnover....................         19%               20%                50%                92%
</TABLE>
 
*   During the period certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursement had not occurred, the
    ratios would have been as indicated.
 
+   Annualized.
 
++  Unannualized.
 
                                       3
<PAGE>
    INVESTMENT ADVISER -- ADDITIONAL INFORMATION.  For the period ended May 31,
1996, all investment advisory fees payable by the Equity Value Fund and
International Equity Fund were waived.
 
    Effective June 29, 1996 Barnett Capital Advisors, Inc., a newly-organized,
wholly-owned subsidiary of Barnett Bank, N.A. which, in turn, is a wholly-owned
subsidiary of Barnett Banks, Inc., assumed the investment advisory
responsibilities of Barnett Banks Trust Company, N.A. for each of the Funds on
the terms and conditions stated in the Prospectus. This change did not involve a
change in control or management of the investment adviser. Barnett Capital
Advisors, Inc. maintains offices at 9000 Southside Boulevard, Building 100,
Jacksonville, Florida 32256.
 
                                    *  *  *
 
    Effective August 19, 1996, Brandes Investment Partners, L.P. ("Brandes")
became a sub-adviser to the International Equity Fund. Brandes' principal office
is located at 12750 High Bluff Drive, San Diego, California 92130. As of June
30, 1996, Brandes had approximately $7.2 billion under management. Brandes
Investment Partners, Inc. owns a controlling interest in Brandes and serves as
its general partner. Charles Brandes is the controlling shareholder of Brandes
Investment Partners, Inc.
 
    Subject to the oversight and supervision of the Adviser and the Trust's
Board of Trustees, Brandes provides a continuous investment program for the
International Equity Fund, including investment research and management with
respect to all securities and investments, except for cash balances of the Fund
which are managed by the Adviser. In exchange for its services, Brandes receives
a fee from the Adviser, computed daily and payable monthly, at the annual rate
of 0.50% of the average daily net assets of the Fund. This fee is payable by the
Adviser and does not represent an additional charge to the Fund.
 
    In connection with Brandes' appointment as sub-adviser, Jeffrey A. Busby,
CFA, became responsible for the day-to-day management of the International
Equity Fund, except, as noted, with respect to the Fund's cash balances. Mr.
Busby has been a Managing Partner and Senior Portfolio Manager at Brandes since
August 1988. Also in connection with Brandes' appointment as sub-adviser, Don W.
Bryant, CFA, became the Adviser's "Sub-Advisory Liaison." In such capacity, Mr.
Bryant will oversee the provision of sub-investment advisory services by
Brandes. Mr. Bryant has served as an Institutional Portfolio Manager for the
Adviser for the past seven years.
 
                                    *  *  *
 
    Effective August 31, 1996, Jeffrey A. Greenert will assume responsibility
for the day-to-day management of the Short-Term Fixed Income Fund. Mr. Greenert
joined Barnett in 1985 and he currently serves as a fixed income portfolio
manager and analyst and is a member of the Adviser's Fixed Income Strategy
Committee.
 
    Effective August 31, 1996, Margaret L. Moore will assume responsibility for
the day-to-day management of the Florida Tax-Exempt Fund. Ms. Moore joined
Barnett in 1991 from First Florida Bank, N.A. where she was a Fixed Income
Trader for individual trust accounts for five years. Ms. Moore currently serves
as a tax-exempt investment manager for the Adviser and is a member of the
Adviser's Fixed Income Strategy Committee.
 
                   THIS SUPPLEMENT IS DATED AUGUST 30, 1996.
 
                                                                        EMD-0102
 
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