<PAGE>
[PRELIMINARY COPY]
EMERALD FUNDS
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 1, 1996
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To the Shareholders of the
PRIME TRUST FUND and
TREASURY TRUST FUND
A Special Meeting of Shareholders of the Prime Trust Fund and Treasury Trust
Fund (the "Funds") of Emerald Funds (the "Company") will be held on October 30,
1996 at the Company's offices, 3435 Stelzer Road, Columbus, Ohio 43219-3035 at
8:30 a.m., local time, for the following purposes:
(1) To consider and vote on a new investment advisory agreement with Barnett
Capital Advisors, Inc. with respect to each Fund; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The proposal referred to above is discussed in the Proxy Statement attached
to this Notice. Each shareholder is invited to attend the Special Meeting of
Shareholders in person. Shareholders of record at the close of business on
September 6, 1996 have the right to vote at the meeting. If you cannot be
present at the meeting, we urge you to complete and promptly return the enclosed
Proxy in order that the meeting may be held and a maximum number of shares may
be voted.
BY THE ORDER OF THE
BOARD OF TRUSTEES
Jeffrey A. Dalke
SECRETARY
<PAGE>
EMERALD FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3055
PHONE (800) 367-5905
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Emerald Funds (the "Company") for use at a
Special Meeting of Shareholders of the Prime Trust Fund and Treasury Trust Fund
(the "Funds") to be held at the Company's offices, 3435 Stelzer Road, Columbus,
Ohio 43219-3035 at 8:30 a.m., local time, on October 30, 1996. As used in this
Proxy Statement, the meeting and any adjournment thereof is referred to as the
"Meeting"; and the Funds' shares are called "Shares."
The purpose of the Meeting is to consider and vote on a new investment
advisory agreement with Barnett Capital Advisors, Inc. with respect to each
Fund. In voting on this proposal shareholders of each Fund will vote separately
on a Fund-by-Fund basis.
This Proxy Statement is expected to be distributed to shareholders on or
about October 1, 1996. It is expected that the solicitation of proxies will be
primarily by mail. The Company's officers and service contractors may also
solicit proxies by telephone, telegraph or personal interview. The Company will
bear all proxy solicitation costs. Any shareholder giving a proxy may revoke it
at any time before it is exercised by submitting to the Company a written notice
of revocation or a subsequently executed proxy or by attending the Meeting and
voting in person.
A proxy is enclosed with respect to each Fund in which you own Shares. If
you own Shares in both Funds, each enclosed proxy should be completed in full.
Each full Share is entitled to one vote and each fractional Share to a
proportionate fractional vote. If a proxy is executed properly and returned, the
Shares represented by it will be voted at the Meeting in accordance with the
instructions thereon. If you do not expect to be present at the Meeting and wish
your Shares to be voted, please complete each enclosed proxy and mail it in the
enclosed reply envelope.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF
THE NEW INVESTMENT ADVISORY AGREEMENT WITH BARNETT CAPITAL ADVISORS, INC.
<PAGE>
INTRODUCTION
Barnett Capital Advisors, Inc. ("Barnett") currently serves as investment
adviser to each of the Funds, and Rodney Square Management Corporation (the
"Sub-Adviser"), a subsidiary of Wilmington Trust Company, currently serves as
the Funds' sub-adviser. For its sub-advisory services, the Sub-Adviser is
currently entitled to a fee from each Fund, computed daily and payable monthly,
at the annual rate of 0.15% of each Fund's average daily net assets. Currently,
Barnett is not entitled to receive any compensation from the Funds for its
advisory services.
At the Meeting, the Funds' shareholders will be asked to approve a new
investment advisory agreement with Barnett (the "New Agreement"). If the New
Agreement is approved, the Funds' current advisory agreement with Barnett and
sub-advisory agreement with the Sub-Adviser will be terminated; the Funds will
cease paying sub-advisory fees to the Sub-Adviser; and Barnett will assume
responsibility for all of the advisory and sub-advisory services currently
performed by Barnett and the Sub-Adviser. For its services under the New
Agreement, Barnett will be entitled to an advisory fee from each Fund, computed
daily and payable monthly, at the annual rate of 0.10% of each Fund's average
daily net assets.
AS A RESULT, IF THE NEW AGREEMENT WITH BARNETT IS APPROVED, THE CONTRACTUAL
FEE RATE FOR THE ADVISORY AND SUB-ADVISORY SERVICES NOW PROVIDED TO THE FUNDS
WILL BE REDUCED.
A copy of the New Agreement is attached to this Proxy Statement as Exhibit
A, and the following summary of the Agreement is qualified in its entirety by
reference thereto.
INFORMATION ABOUT THE NEW AGREEMENT
TERMS AND CONDITIONS. The terms and conditions of the New Agreement with
Barnett are substantially the same as those of the Funds' current advisory
agreement with Barnett and sub-advisory agreement with the Sub-Adviser (the
"Current Agreements"), except for (a) the fee rates discussed above and (b) the
allocation of advisory and sub-advisory responsibilities between Barnett and the
Sub-Adviser under the Current Agreements.
Under the Current Agreements Barnett oversees and assists in the management
of the investment portfolio of each Fund, and is required, among other things,
to (a) establish and monitor general investment criteria and policies for each
Fund; (b) recommend to the Board of Trustees a sub-adviser to manage each Fund's
investment portfolio; (c) review and analyze on a periodic basis each Fund's
portfolio holdings and transactions; and (d) review and analyze on a periodic
basis the policies established by the Sub-Adviser for each Fund with respect to
the placement of orders for the purchase or sale of portfolio securities.
Subject to the oversight and supervision of Barnett and the Company's Board of
Trustees, the Sub-Adviser is responsible, under the Current Agreements, for
providing a continuous investment program for each Fund, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in the Funds, and is responsible for determining what
securities and other investments will be purchased, retained or sold by each of
the Funds. The Sub-Adviser also maintains books and records with respect to each
Fund's securities transactions, and supplies reports, statistical data and
economic information upon request.
Under the New Agreement, all of the foregoing services will be provided by
Barnett directly. In addition, like the Current Agreements, the New Agreement
includes provisions relating to other matters, such as portfolio trading
practices, expenses and standard of care. For example, the New Agreement
provides that in executing portfolio transactions and selecting brokers or
dealers, Barnett is to seek the best overall terms available, and that
investment decisions for the Funds are to be made independently from those for
other investment companies and accounts managed by Barnett. Such other
investment companies and accounts may, however, invest in the same securities as
the Funds. In such cases, simultaneous transactions are inevitable. Under the
New Agreement, Barnett may aggregate, to the extent permitted by law, the
securities to be sold or purchased for the Funds with those to be sold or
purchased
2
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for other investment companies or accounts in executing transactions. In
addition, the New Agreement provides that to the extent the purchase or sale of
securities or other investments of the same issuer may be deemed to be suitable
for two or more accounts managed by Barnett, the available securities or
investments may be allocated in a manner believed by Barnett to be equitable to
each account. In some instances, this investment procedure may adversely affect
the price paid or received by a Fund or the size of the position obtainable for
or disposed of by a Fund.
Although expected to be infrequent, Barnett is allowed under the New
Agreement to consider the amount of Fund shares sold by broker-dealers and
others (including those who may be connected with Barnett) in allocating orders
for purchases and sales of portfolio securities. This allocation may involve the
payment of brokerage commissions or dealer concessions. Barnett will not engage
in this practice unless the execution capability of and the amount received by
such broker-dealer or other company is believed to be comparable to what another
qualified firm could offer. Portfolio securities may not, however, be purchased
from or sold to Barnett, the Funds' distributor, or any affiliated person of
either of them or the Company, acting as principal in the transaction, except as
permitted by the Securities and Exchange Commission.
The New Agreement provides that Barnett will pay all expenses incurred by it
in connection with its activities under the Agreement other than the cost of
securities and other investments (including brokerage commissions and other
transaction costs, if any) purchased or sold for the Funds. Barnett also agrees
that if, in any fiscal year, the aggregate expenses of either Fund (as defined
under the securities regulations of any state having jurisdiction over such
Fund) exceed the expense limitations of any such state, the Company may deduct
from the fees to be paid to Barnett, or Barnett will bear, a portion of any
excess to the extent required by state law. To the Company's knowledge, as of
the date of this Proxy Statement, the most restrictive expense limitation
potentially applicable to either Fund limits its aggregate annual expenses (as
defined by applicable regulations) to 2 1/2% of the first $30 million of the
Fund's average net assets, 2% of the next $70 million of its average net assets,
and 1 1/2% of its remaining net assets.
The New Agreement provides that Barnett will 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 the 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 negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties thereunder.
If approved by the shareholders of a Fund, it is expected that the New
Agreement will become effective for that Fund on December 1, 1996, and will
thereafter continue in effect with respect to the Fund until November 30, 1997.
Thereafter, the New Agreement would continue in effect with respect to that Fund
for successive annual periods, provided that its continuance is approved at
least annually (i) by the vote of a majority of those members of the Board who
are not "interested persons" (as that term is defined in the 1940 Act) of any
party to the New Agreement cast in person at a meeting called for the purpose of
voting on such approval and (ii) by the Board or by vote of a majority of the
outstanding shares of the Fund.
The New Agreement will terminate automatically in the event of its
assignment. The New Agreement also provides that it is terminable with respect
to a Fund, without the payment of any penalty, by the Company (by vote of the
Company's Board or by vote of a majority of the outstanding voting securities of
such Fund) or by Barnett on 60 days' written notice.
Although the New Agreement, like the Current Agreements, would permit
Barnett (subject to shareholder approval required by law) to retain a
sub-adviser in connection with the performance of its advisory services, as
stated above, Barnett intends to provide all of the services stated in the New
Agreement itself. In addition, unlike the Current Agreements, the New Agreement
would expressly permit
3
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the Agreement to be amended without shareholder approval to the extent allowed
by the Investment Company Act of 1940 (the "1940 Act").
The advisory fee payable by each Fund under the New Agreement will be the
separate obligation of that particular Fund (and not the joint obligation of
both Funds).
EVALUATION BY THE COMPANY'S TRUSTEES. When the Funds were organized in
1988, legal questions existed under federal and state law regarding the ability
of Barnett to invest the assets of certain of its fiduciary accounts over which
it exercised investment discretion in investment portfolios from which it
received investment advisory fees. Since that time these questions have been
clarified through the federal Office of the Comptroller of the Currency in
published letters and legislative action in Florida and other states.
As a result of this clarification, Barnett has proposed to assume all
investment advisory and sub-advisory services for the Funds now provided under
the Current Agreements for the fee described above. This proposal was considered
by the Company's Board of Trustees at a meeting held on August 9, 1996, at which
the Trustees unanimously approved the New Agreement.
In connection with their approval, the Trustees considered Barnett's
experience and past performance in managing two other, similar money market
portfolios offered by the Company, the reduction in fees that would be payable
by the Funds for the advisory and sub-advisory services under the New Agreement,
and the fact that virtually all of the Funds' current shareholders are clients
of Barnett's affiliates. The Board of Trustees found each of these factors to be
material to its approval of the New Agreement. In addition, the Trustees
considered the legal developments referred to above that would permit Barnett to
be compensated for its advisory services by the Funds, as well as the purposes
for which the Funds had been organized. In this regard the Trustees, together
with Barnett, had previously considered the possibility of merging the Funds
with the Company's other money market portfolios. The Trustees concurred,
however, with Barnett's belief that the Funds should not be merged but
restructured through the consolidation of investment advisory and sub-advisory
functions with Barnett and the reduction of fees payable by the Funds, and that
these changes would be attractive to both the Funds' current shareholders and
other potential qualified investors in the Funds.
At the time of their approval of the New Agreement, three of the six members
of the Company's Board of Trustees were considered to be "interested" Trustees
within the meaning of the 1940 Act for the following reasons. John G. Grimsley,
the Trust's President and a member of the Board, is a partner of a law firm
which has represented Barnett and its affiliates within the preceding two years,
and also owns shares of Barnett's parent bank holding company, Barnett Banks,
Inc. Chesterfield H. Smith, Chairman of the Board, is a partner of a law firm
which has represented affiliates of Barnett within the proceeding two years. In
addition, Mr. Smith's wife is an advisory director of Barnett Bank of South
Florida N.A. Albert D. Ernest, Jr., a member of the Board, owns shares of
Barnett Banks, Inc.
OTHER INFORMATION ABOUT THE NEW AND CURRENT AGREEMENTS. The continuation
until November 30, 1996 of the Funds' current investment advisory agreement with
the Adviser, dated December 7, 1988, and the Funds' current sub-advisory
agreement with the Sub-Adviser, dated April 22, 1992, was most recently approved
by the Company's Board of Trustees on November 2, 1995. These agreements were
previously approved by the Funds' shareholders on April 21, 1989, and April 21,
1992, respectively, in accordance with the requirements of the 1940 Act.
The following table shows (a) the sub-advisory fees paid (net of waivers) to
the Sub-Adviser with respect to each Fund for the fiscal year ended November 30,
1995; (b) the corresponding percentages of average daily net assets which the
paid fees (net of waivers) represented; (c) the rate of advisory fees payable to
Barnett under the New Agreement based on average daily net assets; (d) the
amounts Barnett would have received had the New Agreement, rather than the
Current Agreements, been in effect for the fiscal year ended November 30, 1995;
and (e) the percentage reduction in advisory/sub-advisory fees had
4
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the New Agreement, rather than the Current Agreements, been in effect for the
fiscal year ended November 30, 1995.
<TABLE>
<CAPTION>
(B)
EFFECTIVE RATE (D) (E)
(A) OF AMOUNTS BARNETT % REDUCTION
SUB-ADVISORY SUB-ADVISORY (C) WOULD HAVE IN FEES IF NEW
FEES FEES FOR RATE OF RECEIVED HAD THE NEW AGREEMENT HAD
FOR FISCAL FISCAL YEAR ADVISORY AGREEMENT BEEN IN BEEN IN EFFECT FOR
YEAR ENDED ENDED FEES EFFECT FOR FISCAL YEAR
11/30/95 11/30/95 UNDER THE FISCAL YEAR ENDED ENDED
(NET OF WAIVERS)* (NET OF WAIVERS)* NEW AGREEMENT 11/30/95 11/30/95
----------------- ----------------- ------------- -------------------- ------------------
<C> <C> <C> <C> <C>
Prime
Trust
Fund $173,413 .13% .10% $139,395 23%
Treasury
Trust
Fund $212,078 .13% .10% $163,137 23%
</TABLE>
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* The Sub-Adviser has advised the Company's Board of Trustees that, until
further notice, it will voluntarily waive a portion of all of its sub-advisory
fees with respect to a particular Fund if the annualized ratio of ordinary
operating expenses to average net assets of such Fund, calculated daily,
exceeds .40%.
THE COMPANY'S BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
NEW AGREEMENT WITH BARNETT.
VOTING INFORMATION
REQUIRED VOTE. All Shares in a particular Fund will vote separately, on a
Fund-by-Fund basis, on the proposal to approve the New Agreement. The approval
of the New Agreement with respect to a Fund requires the affirmative vote of the
holders of a "majority of the outstanding shares" of that Fund (as defined by
the 1940 Act), which means the lesser of (a) the holders of 67% or more of the
Shares of the Fund present at the Meeting if the holders of more than 50% of the
outstanding Shares of the Fund are present in person or by proxy or (b) more
than 50% of the outstanding Shares of the Fund.
If the New Agreement is approved for a Fund, then the Fund's Current
Agreements will terminate on November 30, 1996, and the New Agreement will
become effective the next day with respect to that Fund, whether or not the New
Agreement is approved by the shareholders of the other Fund. If the New
Agreement is not approved by the shareholders of a Fund, it is expected that the
Board of Trustees will consider the continuation of the Current Agreements for
that Fund for an additional period beginning December 1, 1996.
RECORD DATE. Only shareholders of record at the close of business on
September 6, 1996 will be entitled to vote at the Meeting. On that date the
outstanding Shares of each Fund were as follows:
<TABLE>
<CAPTION>
NUMBER OF
FUND SHARES OUTSTANDING
- ------------------- ------------------
<S> <C>
Prime Trust Fund 126,268,253.02
Treasury Trust Fund 143,029,872.28
</TABLE>
QUORUM. A quorum is constituted with respect to a Fund by the presence in
person or by proxy of the holders of more than 50% of the outstanding Shares of
that Fund entitled to vote at the Meeting. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions, but
not broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owners or
other persons entitled to vote Shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power), will be treated
as Shares that are present but which have not been voted. Abstentions and broker
"non-votes" will have the effect of a "no" vote for purposes of obtaining the
requisite approval of the New Agreement.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the proposal described
in this Proxy Statement are not received, the persons
5
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named as proxies, or their substitutes, may propose one or more adjournments of
the Meeting to permit the further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those Shares affected by the
adjournment that are represented and voting at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR the proposal in favor of such
adjournments, and will vote those proxies required to be voted AGAINST the
proposal against any adjournment. A Shareholder vote may be taken with respect
to one Fund (but not the other Fund) on the proposal before any such adjournment
if sufficient votes have been received for approval.
OTHER SHAREHOLDER INFORMATION. At the record date for the Meeting, Barnett
and its affiliates held of record substantially all of the outstanding Shares of
the Funds on behalf of their customers. In addition, at that date Barnett and
its affiliates held investment and/or voting power with respect to a majority of
each Fund's outstanding Shares on behalf of such customers.
For purposes of the 1940 Act, any person who owns directly or through one or
more controlled companies more than 25 percent of the voting securities of a
company is presumed to "control" such company. Under this definition, Barnett
and its affiliates may be deemed to be controlling persons of each of the Funds
and the Company. The Company has been advised by Barnett that, subject to its
fiduciary responsibilities, it intends to vote the Shares over which it has
voting power FOR and AGAINST the proposal discussed in this Proxy Statement in
the same proportions as the total votes that are cast FOR and AGAINST the
proposal by other, unaffiliated persons.
6
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ADDITIONAL INFORMATION
INFORMATION ABOUT BARNETT. Barnett's principal offices are located at 9000
Southside Boulevard, Building 100, Jacksonville, Florida 32256. Barnett is a
wholly-owned subsidiary of Barnett Banks, N.A. which, in turn, is a wholly-owned
subsidiary of Barnett Banks, Inc., a publicly-held bank holding company with
principal offices located at 50 N. Laura Street, Jacksonville, Florida 32202. As
of September 6, 1996, to the Company's knowledge, no person owned beneficially
or of record 10% or more of any class of issued and outstanding voting
securities of Barnett Banks, Inc.
As investment adviser to the Company's Prime, Treasury and Tax-Exempt Funds,
three other money market portfolios offered by the Company whose net assets (at
September 6, 1996) were $2,155,468,890, $913,054,248 and $198,957,959,
respectively, Barnett is entitled to an advisory fee, computed daily and payable
monthly, at the annual rate of 0.25% of the respective average net assets of
each of these portfolios. Under the terms of the investment advisory agreements
relating to these portfolios, the fees payable to Barnett are not subject to
reduction as the value of each portfolio's net assets increases; however,
Barnett has informed the Company of its intention to reduce the annual rate of
its advisory fees with respect to the Treasury Fund and the Prime Fund to the
following rates: .25% of the first $600 million of each portfolio's net assets;
.23% of each portfolio's net assets over $600 million but not exceeding $1
billion; .21% of the next $1 billion of each portfolio's net assets; and .19% of
each portfolio's net assets over $2 billion. Barnett has agreed to pay the
Tax-Exempt Fund's sub-adviser a sub-advisory fee at the rate of .15% of the
Fund's net assets. The Company has been advised that, until further notice,
Barnett will voluntarily waive all advisory fees with respect to the Tax-Exempt
Fund in excess of the sub-advisory fees payable by it to the portfolio's
sub-adviser. Barnett also serves as sub-investment adviser to the ValueStar
Prime Money Market Portfolio, a series of The Infinity Mutual Funds, Inc. with
net assets (at September 6,1996) of $89,058,770. Barnett is entitled to an
advisory fee of .15% of such Portfolio's average daily net assets.
The name and principal occupation of the chairman and each director of
Barnett Capital Advisors, Inc. as of September 6, 1996 were as follows: Donna L.
Terry, Chairman of Barnett Capital Advisors, Inc.; Richard H. Jones, Director of
Barnett Capital Advisors, Inc. and Chief Asset Management Executive of Barnett
Banks, Inc.; Rebecca S. Allen, Director of Barnett Capital Advisors, Inc. and
President and Chief Executive Officer of Private Client Services of Barnett
Banks, Inc.; Richard A. Anderson, Director of Barnett Capital Advisors, Inc. and
Regional Banking Executive, North Region of Barnett Banks, Inc.; James S.
Loskill, Director of Barnett Capital Advisors, Inc. and President and Chief
Executive Officer of Barnett Bank N.A. Naples; Robert K. Mackenzie, Director of
Barnett Capital Advisors, Inc. and President and Chief Executive Officer of
Barnett Securities, Inc.; and Robert L. Nellson, Director of Barnett Capital
Advisors, Inc. and Executive Director of Deposits and Insurance, Barnett Banks,
Inc. All of the above persons may be reached c/o Barnett Capital Advisors, Inc.,
9000 Southside Boulevard, Building 100, Jacksonville, Florida 32256.
Banking laws and regulations, including the Glass-Steagall Act as presently
interpreted by the Board of Governors of the Federal Reserve System, (a)
prohibit bank holding companies registered under the Federal Bank Holding
Company Act of 1956 and their affiliates from sponsoring, organizing,
controlling or distributing the shares of a registered, open-end investment
company continuously engaged in the issuance of its shares, and generally
prohibit banks from underwriting securities but (b) do not prohibit such a bank
holding company or affiliates or banks generally from acting as investment
adviser to such an investment company. Barnett believes that it may perform the
services for the Funds contemplated by the New Agreement without violation of
the Glass-Steagall Act or other applicable banking laws or regulations. If,
however, Barnett were prevented by judicial or administrative decisions or
interpretations from performing those services, it is anticipated that the
Company's Board of Trustees would consider the possibility of selecting another
qualified entity or the possible termination of the Funds. Any new advisory
agreement would be subject to shareholder approval.
7
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INFORMATION ABOUT DISTRIBUTOR AND ADMINISTRATOR. BISYS Fund Services
Limited Partnership serves as the Company's administrator. BISYS' offices are
located at 3435 Stelzer Road, Columbus, Ohio 43219-3035.
Emerald Asset Management, Inc. serves as the Company's distributor. Its
offices are also located at 3435 Stelzer Road, Columbus, Ohio 43219-3035.
OTHER MATTERS
No business other than the matter described above is expected to come before
the Meeting, but should any other matter requiring a vote of shareholders arise,
the persons named in the enclosed proxy will vote thereon according to their
best judgment in the interests of the Funds.
The Company does not intend to hold annual meetings of shareholders for the
election of Trustees and other business unless and until such time as less than
a majority of the Trustees holding office have been elected by the shareholders,
at which time the Trustees then in office will call a shareholder meeting for
the election of Trustees. The Trustees will call a shareholder meeting upon the
written request of shareholders owning at least 10% or more of the Shares
entitled to vote.
Dated: October 1, 1996
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUNDS' ANNUAL REPORT
TO SHAREHOLDERS DATED NOVEMBER 30, 1995 AND SEMI-ANNUAL REPORT TO SHAREHOLDERS
DATED MAY 31, 1996 TO ANY SHAREHOLDER UPON REQUEST. THE FUNDS' ANNUAL REPORT AND
SEMI-ANNUAL REPORT TO SHAREHOLDERS MAY BE OBTAINED FROM THE COMPANY BY WRITING
TO THE FUNDS' DISTRIBUTOR AT 3435 STELZER ROAD, COLUMBUS, OHIO 43219-3035 OR
CALLING (800) 367-5905.
8
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EXHIBIT A
AMENDMENT NO. 3 TO INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of the day of December, 1996, is entered into
between EMERALD FUNDS (the "Trust"), a Massachusetts business trust, and BARNETT
CAPITAL ADVISORS, INC. (the "Investment Adviser").
WHEREAS, the Trust and Barnett Banks Trust Company, N.A. ("BBTC") entered
into an Investment Advisory Agreement dated as of June 28, 1991 (the "Advisory
Agreement"), providing for investment advisory services for certain of the
Trust's portfolios, including its Equity Fund, U.S. Government Securities Fund,
Florida Tax-Exempt Fund, Small Capitalization Fund, Balanced Fund, Managed Bond
Fund and Short-Term Fixed Income Fund; and
WHEREAS, the Investment Adviser has assumed the rights and obligations of
BBTC under the Advisory Agreement pursuant to an Assumption Agreement dated as
of June 28, 1996; and
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the event
the Trust establishes one or more additional investment portfolios with respect
to which it desires to retain the Investment Adviser to act as investment
adviser under the Advisory Agreement, the Trust shall so notify the Investment
Adviser in writing and if the Investment Adviser is willing to render such
services it shall notify the Trust in writing, and the compensation to be paid
to the Investment Adviser shall be that which is agreed to in writing by the
Trust and the Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the Trust has
notified the Investment Adviser that it desires to retain the Investment Adviser
to act as the investment adviser for its Prime Trust Fund and Treasury Trust
Fund (the "Additional Funds") under the Advisory Agreement, and the Investment
Adviser has notified the Trust that it is willing to so serve as investment
adviser for the Additional Funds; and
WHEREAS, Section 1(b) of the Advisory Agreement provides that said
Additional Funds will be subject to the provisions of the Advisory Agreement to
the same extent as the Funds named in subparagraph (a) thereof except to the
extent said provisions are modified with respect to an Additional Fund in
writing by the Trust and the Investment Adviser;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Investment Adviser to act as
investment adviser to the Trust for the Additional Funds for the period and on
the terms set forth in the Advisory Agreement. The Investment Adviser hereby
accepts such appointment and agrees to render the services set forth in the
Advisory Agreement for the compensation herein provided.
2. SUBCONTRACTORS. It is understood that the Investment Adviser may from
time to time employ or associate with such person or persons as the Investment
Adviser may believe to be particularly fitted to assist it in the performance of
this Agreement with respect to the Additional Funds; provided, however, that the
compensation of such person or persons shall be paid by the Investment Adviser.
In addition, notwithstanding any such employment or association, the Investment
Adviser shall itself (a) establish and monitor general investment criteria and
policies for the Additional Funds, (b) review and analyze on a periodic basis
the Additional Funds' portfolio holdings and transactions in order to determine
their appropriateness in light of the Additional Funds' shareholder base, and
(c) review and analyze on a periodic basis the policies established by any
sub-adviser for the Additional Funds with respect to the placement of orders for
the purchase and sale of portfolio securities. Subject to the foregoing, it is
agreed that investment advisory services to an Additional Fund may be provided
by a sub-investment adviser (the "Sub-Adviser") pursuant to a sub-advisory
agreement agreeable to the Trust and approved in accordance with the provisions
of the 1940 Act (the "Sub-Advisory Agreement").
A-1
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3. COMPENSATION. For the services provided and the expenses assumed
pursuant to the Advisory Agreement, the Trust will pay the Investment Adviser,
and the Investment Adviser will accept as full compensation therefor from the
Trust, a fee, computed daily and payable monthly, at the following annual rates:
.10% of the average daily net assets of the Prime Trust Fund, and .10% of the
average daily net assets of the Treasury Trust Fund.
Such fee as is attributable to each Additional Fund shall be the several
(and not joint or joint and several) obligation of each such Fund.
If in any fiscal year the aggregate expenses of any Additional Fund (as
defined under the securities regulations of any state having jurisdiction over
such Fund) exceed the expense limitations of any such state, the Trust may
deduct from the fees to be paid hereunder, or the Investment Adviser will bear,
to the extent required by state law, that portion of the excess which bears the
same relation to the total of such excess as the Investment Adviser's fee
hereunder with respect to such Fund bears to the total fees otherwise payable
with respect to such Fund for the fiscal year by the Trust hereunder and under
the administration agreement between the Trust and its administrator. The
Investment Adviser's obligation is not limited to the amount of its fees
hereunder. Such deduction or payment, if any, will be estimated and accrued
daily and paid on a monthly basis.
4. AMENDMENTS. The last sentence of Section 11 of the Advisory Agreement
is amended and restated in its entirety to read: "With respect to each
Additional Fund, to the extent required by the 1940 Act, no amendment of the
Advisory Agreement shall be effective as to a particular Additional Fund until
approved by vote of a majority of the outstanding voting securities of such
Additional Fund."
5. CAPITALIZED TERMS. From and after the date hereof, the term "Funds" as
used in the Advisory Agreement shall be deemed to include the Additional Funds.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Advisory Agreement.
6. MISCELLANEOUS. Except to the extent supplemented hereby, the Advisory
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
date and year first above written.
[SIGNATURE LINES OMITTED]
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INVESTMENT ADVISORY AGREEMENT
(Equity Fund, Equity Income Fund, Short-Term Fixed Income Fund, U.S. Government
Securities Fund, Florida Tax-Exempt Fund, Tax-Exempt Target Fund (Maturity
1995),
Tax-Exempt Target Fund (Maturity 2000) and Tax-Exempt Target Fund (Maturity
2005))
AGREEMENT made as of June 28, 1991 between EMERALD FUNDS, a Massachusetts
business trust (herein called the "Trust"), and BARNETT BANKS TRUST COMPANY,
N.A., a national banking association (herein called the "Investment Adviser"), a
wholly-owned subsidiary of Barnett Banks, Inc.
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory and other services to the Trust for its Equity Fund, Equity
Income Fund, Short-Term Fixed Income Fund, U.S. Government Securities Fund,
Florida Tax-Exempt Fund, Tax-Exempt Target Fund (Maturity 1995), Tax-Exempt
Target Fund (Maturity 2000) and Tax-Exempt Target Fund (Maturity 2005) (the
"Funds"), and the investment Adviser is willing to so furnish such services;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. APPOINTMENT.
a. The Trust hereby appoints the Investment Adviser to act as investment
adviser to the Trust's Equity Fund, Equity Income Fund, Short-Term Fixed Income
Fund, U.S. Government Securities Fund, Florida Tax-Exempt Fund, Tax-Exempt
Target Fund (Maturity 1995), Tax-Exempt Target Fund (Maturity 2000) and
Tax-Exempt Target Fund (Maturity 2005) 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.
b. In the event that the Trust establishes one or more portfolios other
than the Funds with respect to which it desires to retain the Investment Adviser
to act as investment adviser hereunder, it shall notify the Investment Adviser
in writing. If the Investment Adviser is willing to render such services under
this Agreement it shall notify the Trust in writing whereupon such portfolio
shall become a Fund hereunder and shall be subject to the provisions of this
Agreement to the same extent as the Funds named above in subparagraph (a) except
to the extent that said provisions (including those relating to the compensation
payable by the Fund to the Investment Adviser) are modified with respect to such
Fund in writing by the Trust and the Investment Adviser at the time.
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 Agreement and Declaration of Trust, as filed with the
State Secretary of the Commonwealth of Massachusetts on March 16, 1988, and
any amendments thereto (such Agreement and Declaration of Trust, as
presently in effect and as it shall from time to time be amended, is herein
called the "Declaration of Trust");
b. The Trust's Code of Regulations and any amendments thereto;
c. Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Investment Adviser and approving this Agreement;
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<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 March 21, 1988
and any amendments thereto;
e. The Trust's Registration on Form N-1A under the Securities Act of
1933 as amended ("1933 Act") (File No. 33-20658) and under the 1940 Act as
filed with the Securities and Exchange Commission on March 21, 1988 and any
amendments thereto; and
f. The most recent prospectuses of the Funds (such prospectuses together
with the related statement of additional information, as presently filed
with the Securities and Exchange Commission and all amendments and
supplements thereto, are herein called "Prospectuses").
The Trust will furnish the Investment Adviser from time to time with copies of
all amendments of or supplements to the foregoing, if any.
3. SERVICES.
Subject to the supervision of the Trust's Board of Trustees, the
Investment Adviser will be responsible for the management of, and will provide a
continuous investment program for, the investment portfolio of each Fund,
including investment research and management with respect to all securities,
investments, cash 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 each of the Funds. The Investment Adviser will
provide the services rendered by it under this Agreement in accordance with each
Fund's investment objective, policies and restrictions as stated in the
Prospectus for each Fund and resolutions of the Trust's Board of Trustees.
Without limiting the generality of the foregoing, the Investment Adviser is
hereby specifically authorized to invest and reinvest the assets of a Fund, in
its discretion as investment adviser, in (i) variable amount demand notes of
corporate borrowers held by the Investment Adviser for the investment of monies
held by the Investment Adviser in its capacity as fiduciary, agent and custodian
and (ii) securities of other investment companies whether or not the same are
advised or managed by the Investment Adviser or another affiliated person of the
Trust. The Investment Adviser further agrees that it will:
a. establish and monitor investment criteria and policies for each Fund;
b. Update each Fund's cash availability throughout the day as required;
c. Maintain historical tax lots for each portfolio security held by the
Funds;
d. Transmit trades to the Trust's custodian for proper settlement;
e. Maintain all books and records with respect to each Fund's securities
transactions;
f. Supply the Trust and its Board of Trustees with reports, statistical
data and economic information as requested; and
g. Prepare a quarterly broker security transaction summary and monthly
security transaction listing for each Fund.
4. OTHER COVENANTS.
The Investment Adviser agrees that it:
a. will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its activities
under this Agreement in accordance with other applicable law;
b. 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;
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<PAGE>
c. will place orders pursuant to its investment determinations for each
Fund either directly with the issuer or with any broker or dealer. In executing
portfolio transactions and selecting brokers or dealers, the Investment Adviser
will use its best efforts to seek on behalf of the Funds the best overall terms
available. In assessing the best overall terms available for any transaction,
the Investment Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer, and
the reasonableness of the commission, if any, both for the specific transaction
and on a continuing basis. In evaluating the best overall terms available, and
in selecting the broker-dealer to execute a particular transaction, the
Investment Adviser may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Funds and other accounts over which the Investment Adviser or an
affiliate of the Investment Adviser exercises investment discretion. The
Investment Adviser is authorized, subject to the prior approval of the Trust's
Board of Trustees, to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for any of
the Funds which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only if, the
Investment Adviser determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer -- viewed in terms of that particular transaction or in terms
of the overall responsibilities of the Investment Adviser to the Funds. In
addition, the Investment Adviser is authorized to take into account the sale of
shares of the Trust in allocating purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Investment Adviser or the Trust's principal underwriter),
provided that the Investment Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with other
qualified firms. In no instance, however, will portfolio securities be purchased
from or sold to the Investment Adviser, the Trust's principal underwriter, or
any affiliated person of either the Trust, the Investment Adviser, or the
principal underwriter, acting as principal in the transaction, except to the
extent permitted by the Securities and Exchange Commission; and
d. will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates. When the Investment Adviser makes investment recommendations
for a Fund, its investment advisory personnel will not inquire or take into
consideration whether the issuer of securities proposed for purchase or sale for
the Fund's account are customers of the commercial department of any of the
Investment Adviser's affiliates. In dealing with commercial customers, the
Investment Adviser's affiliates will not inquire or take into consideration
whether securities of those customers are held by the Funds.
5. SERVICES NOT EXCLUSIVE.
The services furnished by the Investment Adviser hereunder are deemed
not to be 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. To the extent that the purchase or sale of securities or other
investments of the same issuer may be deemed by the Investment Adviser to be
suitable for two or more accounts managed by the Investment Adviser, the
available securities or investments may be allocated in a manner believed by the
Investment Adviser to be equitable to each account. It is recognized that in
some cases this procedure may adversely affect the price paid or received by a
Fund or the size of the position obtainable for or disposed of by a Fund.
6. 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
each Fund 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
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<PAGE>
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.
7. 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, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Funds. In addition, if in any fiscal year the aggregate expenses of any
Fund (as defined under the securities regulations of any state having
jurisdiction over such Fund) exceed the expense limitations of any such state,
the Trust may deduct from the fees to be paid hereunder, or the Investment
Adviser will bear, to the extent required by state law, that portion of the
excess which bears the same relation to the total of such excess as the
Investment Adviser's fee hereunder with respect to such Fund bears to the total
fee otherwise payable for the fiscal year by the Trust pursuant to this
Agreement and the administration agreement between the Trust and its
administrator with respect to such Fund. The Investment Adviser's obligation is
not limited to the amount of its fees hereunder. Such deduction or payment, if
any, will be estimated and accrued daily and paid on a monthly basis.
8. COMPENSATION.
For the services provided and the expenses assumed pursuant to this
Agreement, the Trust will pay the Investment Adviser, and the Investment Adviser
will accept as full compensation therefor from the Trust, a fee, computed daily
and payable monthly, at the following annual rates of the average daily net
assets of each respective Fund as follows: Equity Fund -- 0.60%; Equity Income
Fund -- 0.60%; Short-Term Fixed Income Fund -- 0.35%; U.S. Government Securities
Fund -- 0.40%; Florida Tax-Exempt Fund -- 0.40%; Tax-Exempt Target Fund
(Maturity 1995) -- O.40%; Tax-Exempt Target Fund (Maturity 2000) -- 0.40%; and
Tax-Exempt Target Fund (Maturity 2005) -- 0.40%. Such respective fee as is
attributable to each Fund shall be a separate charge to such Fund and shall be
the several (and not joint or joint and several) obligation of each such Fund.
9. 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 Trust 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 misfeasance, bad faith or 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.
10. DURATION AND TERMINATION.
This Agreement shall become effective as of the date hereof with respect
to the Funds listed in Section 1(a) hereof, and with respect to any additional
Fund, on the date of receipt by the Trust of notice from the Investment Adviser
in accordance with Section 1(b) hereof that the Investment Advisor is willing to
serve as investment adviser with respect to such Fund, provided that this
Agreement (as supplemented by the terms specified in any notice and agreement
pursuant to Section 1(b) hereof) shall have been approved by the shareholders of
the Funds in accordance with the requirements of the 1940 Act, and unless sooner
terminated as provided herein, shall continue in effect until November 30, 1992.
Thereafter, if not terminated, this Agreement shall automatically continue in
effect as to a particular Fund for successive annual periods ending on November
30, 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 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
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of such Fund. Notwithstanding the foregoing, this Agreement may be
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<PAGE>
terminated as to any Fund at any time, 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,
on sixty days' written notice. 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 meaning as such terms have in the 1940 Act.)
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. No amendment of this Agreement shall be effective as to a particular
Fund until approved by vote of a majority of the outstanding voting securities
of such Fund.
12. MISCELLANEOUS.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by New York law.
13. NAMES.
The names "Emerald Funds" and "Trustees of Emerald Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated March 15, 1988 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
"Emerald 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.
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.
[SIGNATURES OMITTED]
ASSUMPTION AGREEMENT
AGREEMENT made as of June 28, 1996 between BARNETT BANKS TRUST COMPANY,
N.A., a nationally chartered banking institution ("BBTC"), and BARNETT CAPITAL
ADVISORS, INC. ("BCA"), a wholly-owned, indirect subsidiary of Barnett Banks,
Inc.
WHEREAS, Emerald Funds is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, BBTC has been previously appointed as investment adviser to Emerald
Funds pursuant to Investment Advisory Agreements between BBTC and Emerald Funds
dated (a) December 7, 1988 with respect to the Treasury Trust and Prime Trust
Funds, (b) December 7, 1988 with respect to the Treasury and Prime Funds, (c)
April 22, 1992 with respect to the Tax-Exempt Fund and (d) June 28, 1991 (as
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<PAGE>
subsequently amended) with respect to Emerald Funds' several equity and fixed
income portfolios (the "Investment Advisory Agreements"); and
WHEREAS, BBTC has entered into two Sub-Investment Advisory Agreements with
Rodney Square Management Corporation each dated April 22, 1992 (a) with respect
to the Treasury Trust and Prime Trust Funds and (b) with respect to the
Tax-Exempt Fund (the "Sub-Investment Advisory Agreements"); and
WHEREAS, BBTC and BCA desire to have BCA be the investment adviser with
respect to the each portfolio of Emerald Funds pursuant to the Investment
Advisory Agreements and Sub-Investment Advisory Agreements.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. BCA hereby assumes all rights and obligations of BBTC under the
Investment Advisory Agreements and Sub-Investment Advisory Agreements.
2. BBTC hereby represents that (i) the management personnel of BBTC
responsible for providing investment advisory services to Emerald Funds under
the Investment Advisory Agreements and Sub-Investment Advisory Agreements,
including the portfolio managers and the supervisory personnel, are employees of
BCA where they will continue to provide such services for Emerald Funds, and
(ii) both BBTC and BCA remain wholly-owned subsidiaries of Barnett Banks, Inc.
Consequently, BBTC believes that the proposed assumption does not involve a
change in actual control or actual management with respect to the investment
adviser or Emerald Funds.
3. Both parties hereby agree that this Assumption Agreement shall be
attached to and made a part of the Investment Advisory Agreements and
Sub-Investment Advisory Agreements.
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.
[SIGNATURES OMITTED]
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<PAGE>
[PRELIMINARY COPY]
PROXY
EMERALD FUNDS
PRIME TRUST FUND
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF EMERALD FUNDS (the
"Company") for use at a Special Meeting of Shareholders (the "Meeting") to be
held at the Company's offices, 3435 Stelzer Road, Columbus, Ohio 43219-3035, on
October 30, 1996 at 8:30 a.m. (local time).
The undersigned hereby appoints Hugh Fanning, William J. Tomko and George
Martinez, and each of them, with full power of substitution, as proxies of the
undersigned to vote at the above-stated Meeting, and at all adjournments or
postponements thereof, all shares of beneficial interest evidencing interests in
the Company's Prime Trust Fund that are held of record by the undersigned on the
record date for the Special Meeting, upon the following matters and upon any
other matter which may come before the Meeting, in their discretion:
(1) Proposal to approve a new Investment Advisory Agreement with Barnett
Capital Advisors, Inc. with respect to the Prime Trust Fund.
For Against Abstain
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
<PAGE>
EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED THEREON
AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR PROPOSAL (1).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorneys or
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by president
or other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
Dated: ______________________ , 1996
------------------------------------
Signature
------------------------------------
Signature, if held jointly
<PAGE>
[PRELIMINARY COPY]
PROXY
EMERALD FUNDS
TREASURY TRUST FUND
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF EMERALD FUNDS (the
"Company") for use at a Special Meeting of Shareholders (the "Meeting") to be
held at the Company's offices, 3435 Stelzer Road, Columbus, Ohio 43219-3035, on
October 30, 1996 at 8:30 a.m. (local time).
The undersigned hereby appoints Hugh Fanning, William J. Tomko and George
Martinez, and each of them, with full power of substitution, as proxies of the
undersigned to vote at the above-stated Meeting, and at all adjournments or
postponements thereof, all shares of beneficial interest evidencing interests in
the Company's Treasury Trust Fund that are held of record by the undersigned on
the record date for the Special Meeting, upon the following matters and upon any
other matter which may come before the Meeting, in their discretion:
(1) Proposal to approve a new Investment Advisory Agreement with Barnett
Capital Advisors, Inc. with respect to the Treasury Trust Fund.
For Against Abstain
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
<PAGE>
EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED THEREON
AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE FOR PROPOSAL (1).
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. Please sign
exactly as name appears hereon. When
shares are held by joint tenants,
both should sign. When signing as
attorneys or executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
Dated: ______________________ , 1996
------------------------------------
Signature
------------------------------------
Signature, if held jointly
