<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
EMERALD FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
EMERALD FUNDS
------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
------------------------
April 22, 1996
To the Shareholders of
Emerald Funds
A Special Meeting of Shareholders of Emerald Funds (the "Company") will be
held on May 3, 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 elect 6 Trustees;
(2) To consider and vote on the ratification of the selection of Price
Waterhouse LLP as the Company's independent accountant for the fiscal
year ending November 30, 1996; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The proposals referred to above are 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 April 12, 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
------------------------
PROXY STATEMENT
------------------------
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 to be held at the Company's offices, 3435
Stelzer Road, Columbus, Ohio 43219-3035 at 8:30 a.m., local time, on May 3,
1996. As used in this Proxy Statement, the meeting and any adjournment thereof
is referred to as the "Meeting"; the Company's investment portfolios are called
"Funds"; and the Funds' shares are called "Shares."
It is expected that the solicitation of proxies will be by mail. The
Company's officers and service contractors may also solicit proxies by
telephone, telegraph or personal interview. In addition, Shareholder
Communications Corporation ("SCC") may be retained to assist in the solicitation
of proxies. If retained, it is expected that SCC will be paid approximately
$40,000 and reimbursed for its related expenses. 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. This Proxy Statement and the enclosed form of proxy ("Proxy")
are expected to be distributed to shareholders on or about April 22, 1996.
The following table summarizes the proposals to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to each
proposal.
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
----------------------------------------------------- -----------------------------------------------------
<S> <C> <C>
1. Election of 6 Trustees. All Funds voting together in the aggregate.
2. Ratification of the selection of Price Waterhouse LLP All Funds voting together in the aggregate.
as the Company's independent accountant for the
fiscal year ending November 30, 1996.
</TABLE>
A Proxy is enclosed with respect to the Shares owned by you. The 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 the enclosed
Proxy and mail it in the enclosed reply envelope.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE APPROVAL OF EACH PROPOSAL
DESCRIBED IN THIS PROXY STATEMENT.
1
<PAGE>
PROPOSAL 1
(ALL FUNDS)
At the Meeting shareholders will be asked to consider the election of six
Trustees, who will constitute the entire Board of Trustees of the Company. Each
elected Trustee will hold office for an indefinite term until the earliest of
(1) the date the election of a Trustee's successor in office becomes effective,
(2) the date a Trustee resigns or his/her term as a Trustee is terminated in
accordance with the Company's Declaration of Trust, or (3) in accordance with
the Company's current Code of Regulations (which may be changed without
shareholder vote), the last day of the fiscal year of the Company in which he or
she attains the age of 72 years (or, in the case of Mr. Smith, until May 4,
1997). Normally, there will be no meetings of shareholders for the purpose of
electing Trustees except as required by the Investment Company Act of 1940 (the
"1940 Act"). See "Voting Information -- Annual Meetings" below. The Trustees
may, as permitted by the 1940 Act, appoint additional Trustees without
shareholder approval.
All Shares represented by valid Proxies will be voted in the election of
Trustees for each nominee named below, unless authority to vote for a particular
nominee is withheld. The six nominees who receive the highest number of votes
cast at the Meeting will be elected as Trustees. Cumulative voting is not
permitted. Each nominee has consented to being named in this Proxy Statement and
to serve if elected. If a nominee withdraws from the election or is otherwise
unable to serve, the named proxies will vote for the election of such substitute
nominee as the Board of Trustees may recommend, unless the Board decides to
reduce the number of Trustees serving on the Board.
Messrs. Grimsley, Smith, Bowditch and Ernest and Ms. Doyle are incumbent
Trustees who are standing for re-election. Messrs. Grimsley, Smith and Bowditch
were last elected by shareholders at a meeting held on April 21, 1989. Ms. Doyle
and Mr. Ernest were appointed to the Board of Trustees on October 31, 1990 and
May 4, 1995, respectively. In addition, the Trustees of the Company who are not
"interested persons" of the Company as defined in the 1940 Act (the
"Non-Interested Trustees") have nominated Mr. Holding as an additional Trustee
to be voted on by the shareholders.
The following table contains relevant information about the nominees:
<TABLE>
<CAPTION>
FUND SHARES OWNED
TRUSTEE BUSINESS EXPERIENCE BENEFICIALLY AS OF
NAME AGE SINCE DURING PAST FIVE YEARS MARCH 31, 1996
- --------------------------- --- ----------- ------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
Chesterfield H. Smith* 78 1989 Senior Partner of the law firm of Holland and None
Knight; Chairman of Emerald Funds since 1989;
Director, Greenwich Air Services, Inc. (an
aircraft and engine repair company); Director,
Citrus and Chemical Bank; Director, Citrus and
Chemical Bancorporation (bank holding company of
Citrus and Chemical Bank).
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
FUND SHARES OWNED
TRUSTEE BUSINESS EXPERIENCE BENEFICIALLY AS OF
NAME AGE SINCE DURING PAST FIVE YEARS MARCH 31, 1996
- --------------------------- --- ----------- ------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
Raynor E. Bowditch 62 1989 President, Bowditch Insurance Corporation (a ***
general lines independent agency); Director,
General Truck Equipment and Trailer Sales;
Director, Greater Jacksonville Fair Association.
Mary Doyle 52 1990 Professor of Law, University of Miami Law School, None
1995 to date; Dean in Residence, Association of
American Law Schools, 1994 to date; Dean,
University of Miami School of Law, 1986-1994.
Albert D. Ernest* 65 1995 President, Albert Ernest Enterprises (personal ***
investments), 1991 to date; President and Chief
Operating Officer, Barnett Banks, Inc., 1988 to
1991; Director, Barnett Banks, Inc., 1982 to
1991; Director, Florida Rock Industries, Inc.
(mining and construction materials); Director,
FRP Properties, Inc. (transportation, hauling
and real estate development); Director, Regency
Realty, Inc.; Director, Stein Mart, Inc.
(retail); and Director, Wickes Lumber Company.
John G. Grimsley* 57 1989 Member of the law firm of Mahoney Adams & Criser, ***
P.A. since 1966; President of Emerald Funds
since 1989.
Harvey R. Holding** 61 N/A Retired; Executive Vice President and Chief None
Financial Officer, BellSouth Corp., 1990 to
1993; Vice Chairman of the Board of BellSouth
Corp., 1991 to 1993; Director, Golden Poultry
Company, Inc.
</TABLE>
- ------------------------
* Mr. Smith is an "interested person" of the Company, as defined in the 1940
Act, because his law firm provides legal services to Barnett Banks, Inc.
("Barnett"), the parent corporation of the Company's investment adviser. In
addition, Mr. Smith's wife is an advisory director of Barnett Bank of South
Florida, N.A. Mr. Grimsley is an "interested person" of the Company because
his law firm also provides legal services to Barnett, and because he owns
Barnett stock and serves as an officer of the Company. Mr. Ernest is an
"interested person" of the Company because he owns Barnett stock.
3
<PAGE>
** Mr. Holding and his spouse previously owned 100 common shares and 200
convertible preferred shares, respectively, of Barnett. Mr. Holding and his
spouse no longer own any securities issued by Barnett.
*** As of March 31, 1996 Mr. Bowditch exercised voting and investment authority
over 640,414 Shares of the Company's Prime Fund. As of that date, Mr. Ernest
was the beneficial owner of 2,075 shares of the Equity Fund, and Mr.
Grimsley was the beneficial owner of the following Shares of the Company --
16,821 Shares of the Equity Fund, 11,777 Shares of the Small Capitalization
Fund and 64,268 Shares of the Prime Fund.
------------------------
Each Trustee receives an annual fee of $14,000 plus $1,500 for each meeting
attended and reimbursement of expenses incurred as a Trustee. Additionally, the
Chairman and President of the Board of Trustees each receives an additional
annual fee of $3,500 for services in such capacities. Each Trustee who serves on
a special committee appointed by the Board or the Chairman, or who is assigned a
special project by the Board or the Chairman, also receives compensation in the
amount of $1,000 per day for each meeting attended or $1,000 for each assignment
to a special project plus reimbursement of out-of-pocket expenses. Remuneration
for services rendered during the Company's fiscal year ended November 30, 1995
and distributed to all Trustees and officers as a group was $99,750. As of March
31, 1996, the Trustees and officers of the Company, as a group, owned less than
1% of the outstanding Shares of each Fund of the Company.
The following chart provides certain information about the fees received by
the Company's Trustees for their services as members of the Board of Trustees.
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION FROM
COMPENSATION PENSION OR RETIREMENT ESTIMATED REGISTRANT AND
FROM BENEFITS ACCRUED AS ANNUAL BENEFITS FUND COMPLEX*
NAME OF PERSON/POSITION EMERALD FUNDS PART OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES
- ------------------------------------- -------------- ----------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Chesterfield H. Smith................ $ 20,750 N/A N/A $ 20,750
Chairman of the Board
of Trustees
John G. Grimsley..................... $ 26,000 N/A N/A $ 26,000
President and Trustee
Raynor E. Bowditch................... $ 19,000 N/A N/A $ 19,000
Trustee
Mary Doyle........................... $ 20,500 N/A N/A $ 20,500
Trustee
Albert D. Ernest**................... $ 13,500 N/A N/A $ 13,500
Trustee
</TABLE>
- ------------------------
* The "Fund Complex" consists solely of Emerald Funds.
** Mr. Ernest was appointed to the Board of Trustees on May 4, 1995.
4
<PAGE>
The Board of Trustees of the Company held five meetings during the last
fiscal year, which ended on November 30, 1995. During that year each Trustee
attended all of the meetings held during the period he/she served as a Trustee.
The Board does not have standing audit, nominating or compensation committees.
However, pursuant to the plan adopted by the Company in accordance with Rule
12b-1 under the 1940 Act for certain classes of Shares of the Funds, the
Non-Interested Trustees of the Company are responsible for the selection and
nomination of candidates to serve as Non-Interested Trustees. The Board of
Trustees, including the Non-Interested Trustees, are prepared to review
nominations from shareholders to fill any future vacancies on the Board in
written communications delivered to the Company at its address on page 1.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH NOMINEE
FOR TRUSTEE OF THE COMPANY.
PROPOSAL 2
(ALL FUNDS)
Shareholders are also being asked to ratify the selection of Price
Waterhouse LLP ("Price Waterhouse") as independent accountant for the Company's
fiscal year ending November 30, 1996. Unless instructed otherwise, the persons
named as proxies in the accompanying Proxy will vote for Price Waterhouse.
The Board of Trustees of the Company, including all of the Non-Interested
Trustees, selected Price Waterhouse as the independent accountant for the fiscal
year ending November 30, 1996 at a meeting held on February 1, 1996. Price
Waterhouse has stated that it has no material direct or indirect financial
interest in the Company. Price Waterhouse, with offices at 1177 Avenue of the
Americas, New York, New York 10036 has served as the Company's independent
accountant since its commencement of operations in 1989.
As part of its audit of the Company's financial statements for the fiscal
year ended November 30, 1995, Price Waterhouse reviewed the Company's annual
reports to shareholders and its related filings with the Securities and Exchange
Commission (the "SEC"); reviewed and tested for compliance with various rules
and regulations applicable to investment companies; and reviewed the accounting
controls and procedures in connection with the audit. In addition, Price
Waterhouse performed additional non-audit services for the Company in connection
with various filings and reviewed the Company's tax returns.
A representative of Price Waterhouse is expected to be available by
telephone at the Meeting should any matter arise requiring consultation with the
accountant, and Price Waterhouse will be given the opportunity to make a
statement if it chooses.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANT OF
THE COMPANY.
5
<PAGE>
VOTING INFORMATION
RECORD DATE. Only shareholders of record at the close of business on April
12, 1996 will be entitled to vote at the Meeting. On that date the outstanding
Shares of each class were as follows:
<TABLE>
<CAPTION>
NUMBER OF
FUND AND SHARE CLASS SHARES OUTSTANDING
- ------------------------------------------------------------------------- -------------------
<S> <C>
Equity
Retail Shares.......................................................... 1,935,199.683
Institutional Shares................................................... 13,261,967.738
Equity Value
Retail Shares.......................................................... 100.576
Institutional Shares................................................... 200,001.006
International Equity
Retail Shares.......................................................... 100.058
Institutional Shares................................................... 201,510.055
Small Capitalization
Retail Shares.......................................................... 514,603.496
Institutional Shares................................................... 8,193,711.236
Balanced
Retail Shares.......................................................... 378,370.474
Institutional Shares................................................... 6,370,733.355
Short-Term Fixed Income
Retail Shares.......................................................... 67,697.324
Institutional Shares................................................... 1,830,250.131
U.S. Government Securities
Retail Shares.......................................................... 2,516,522.100
Institutional Shares................................................... 3,255,203.397
Managed Bond
Retail Shares.......................................................... 151,979.047
Institutional Shares................................................... 6,573,725.215
Florida Tax-Exempt
Retail Shares.......................................................... 8,730,724.526
Institutional Shares................................................... 3,111,546.100
Prime
Retail Shares.......................................................... 551,660,377.840
Institutional Shares................................................... 939,780,798.640
Service Shares......................................................... 740,543,495.460
Treasury
Retail Shares.......................................................... 46,003,763.300
Institutional Shares................................................... 568,235,245.840
Service Shares......................................................... 236,396,577.004
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
FUND AND SHARE CLASS SHARES OUTSTANDING
- ------------------------------------------------------------------------- -------------------
<S> <C>
Tax-Exempt
Retail Shares.......................................................... 48,415,844.470
Institutional Shares................................................... 2,876,189.220
Service Shares......................................................... 144,129,362.460
Prime Trust Fund
Institutional Shares................................................... 128,145,845.940
Treasury Trust Fund
Institutional Shares................................................... 139,995,712.170
</TABLE>
TELEPHONIC PROXIES. Certain shareholders of the Company may receive a call
from a representative of SCC in order to authorize SCC to execute Proxies by
telephonic or electronically transmitted instructions from the shareholders. In
cases where a telephonic proxy is solicited, the SCC representative is to ask
the shareholder for the shareholder's full name, address, social security or
employer identification number, title (if the person giving the Proxy is
authorized to act on behalf of an entity, such as a corporation) and the number
of Shares owned and to confirm that the shareholder has received the Proxy
Statement in the mail. If the information solicited agrees with the information
provided to SCC by the Company, then the SCC representative is to explain the
process, read the proposals listed on the Proxy card and ask for the
shareholder's instructions on each proposal. The SCC representative, although he
or she is permitted to answer questions about the process, is not permitted to
recommend to the shareholder how to vote, other than to read any recommendation
set forth in the Proxy Statement. SCC will record the shareholder's instructions
on the Proxy. Within 72 hours, SCC will send the shareholder a letter or
mailgram to confirm the shareholder's vote and asking the shareholder to call
SCC immediately if the shareholder's instructions are not correctly reflected in
the confirmation.
QUORUM. With respect to both the election of Trustees and the ratification
of the independent accountant, a quorum is constituted by the presence in person
or by proxy of the holders of more than 50% of the outstanding Shares of the
Company's Funds on an aggregate basis. 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. 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 a particular Proposal are not received, the persons
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 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 such Proposal against any
adjournment.
ANNUAL MEETINGS. 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
7
<PAGE>
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.
OTHER SHAREHOLDER INFORMATION. At the record date for the Meeting, Barnett
and its affiliates held of record approximately 65% of the outstanding Shares of
the Funds as agent or custodian for their customers. In addition, at that date
Barnett and it affiliates held investment and/or voting power with respect to a
majority of the Company's outstanding Shares on behalf of their customers. The
name, address and share ownership of each person who may have possessed sole or
shared voting or investment power with respect to more than 5% of the
outstanding Shares of the Company's Shares at that date were as follows:
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Equity Fund: National Financial 917,530.580 47.41% 6.04%
Services Corp. Retail Shares
For the Exclusive Benefit
of Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
University of West Florida 130,556.794 6.74% .86%
Foundation Retail Shares
11000 University Parkway
Pensacola, FL 32514
Barnett Banks Trust 3,640,632.061 27.45% 23.96%
Company, N.A. Institutional
Trustee for Barnett Shares
Employee Savings and
Thrift Plan
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 2,785,192.906 21.00% 18.32%
Company, N.A. Institutional
Successor Trustee for Shares
Retirement Plan and Trust
of BBI and Affiliates
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Equity Value Fund: Emerald Asset 100.576 100% .05%
Management, Inc. Retail Shares
3435 Stelzer Road
Columbus, OH 43219
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Barnett Banks Trust 200,000.000 99.99% 99.95%
Company, N.A. Institutional
Trustee for Equity Shares
Income Fund
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
International Equity Fund: Emerald Asset 100.058 100% .05%
Management, Inc. Retail Shares
3435 Stelzer Road
Columbus, OH 43219
Barnett Banks Trust 201,509.054 99.99% 99.95%
Company, N.A. Institutional
Trustee U/A Diversified Shares
Stock Fund
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Small Capitalization Fund: Barnett Banks Trust 839,347.940 10.24% 9.64%
Company, N.A. Institutional
Trustee for Barnett Shares
Employees Savings and
Thrift Plan
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 3,579,668.918 43.68% 41.11%
Company, N.A. Institutional
Trustee for Retirement Shares
Plan and Trust of BBI and
Affiliates
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32202
Balanced Fund: Barnett Banks Trust 451,737.450 7.09% 6.69%
Company, N.A. Institutional
Investment Manager for Shares
Hopping, Boyd, Green &
Sams PA 401K
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Barnett Banks Trust 571,435.750 8.96% 8.47%
Company, N.A. Institutional
Successor Trustee for Shares
BBI and Affiliates
Retirement Plan 401H
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 1,377,620.849 21.62% 20.41%
Company, N.A. Institutional
Trustee for the Disability Shares
Plan & Trust for Employees of
Barnett
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 326,722.752 5.12% 4.84%
Company, N.A. Trustee Institutional
for the Disability Plan Shares
and Trust for Employees
of Barnett
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 500,097.227 7.84% 7.41%
Company, N.A. Institutional
Trustee for Barnett Shares
Employees Savings &
Thrift Plan
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Short-Term Fixed Income Fund: James G. Kirk 4,468.000 6.59% .23%
Trustee FBO James G. Retail Shares
Kirk Trust
1712 Glenhouse Drive
Apt. GL 317
Sarasota, FL 34231
Wayne Bodie and Nikki 4,997.287 7.38% .27%
Bodie JTWROS Retail Shares
P.O. Box 828
Defuniak Springs, FL 32433
NFSC/FMTC IRA Rollover 16,000.000 22.15% .80%
FBO George A. Zellner Retail Shares
530 Park Street
Jacksonville, FL 32204
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Thomas L. Trace and 2,954.284 5.84% .21%
Sally A. Trace JTWROS Retail Shares
9 Chinook Court
Palm Coast, FL 32137
Barnett Banks Trust 107,443.554 5.87% 5.75%
Company, N.A. Institutional
Investment Manager and Shares
Custodian with Widele
Industries Inc. Profit
Sharing Plan
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 98,716.683 5.39% 5.28%
Company, N.A. Institutional
Agent/Thomas A. Sully Shares
Executor of Estate of
Dorothy M. Casey
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
U.S. Government Securities National Financial 1,240,522.100 49.29% 21.49%
Fund: Services Corp. Retail Shares
For the Exclusive Benefit
of Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
Barnett Banks Trust 296,991.864 11.80% 5.14%
Company, N.A. Retail Shares
Custodian with Hambrecht &
Quist FBO Capital Network
Services
P.O. Box 40200
Jacksonville, FL 32231
Barnett Banks Trust 195,007.176 5.99% 3.38%
Company, N.A. Institutional
Trustee with Conveyors Shares
& Drives Inc.
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Hambrecht & Quist 3,002,587 8.41% 9.14%
FBO Capital Network Institutional
Services Shares
One Busch Street
17th Floor
San Francisco, CA 94104
Managed Bond Fund: Susan A. Fairbank 10,013.898 6.58% .15%
Trustee Fairbank Retail Shares
Revocable Trust
85 N. Pizarro Point
Lecanto, FL 34461
National Financial 12,075.281 7.94% .18%
Services Company/FMTC IRA Retail Shares
FBO Robert White
3101 Riverview Boulevard
Bradenton, FL 34205
Barnett Banks Trust 721,305.840 10.87% 10.72%
Company, N.A. Institutional
Trustee for Barnett Shares
Employee Thrift and
Savings Plan
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Barnett Banks Trust 342,266.200 5.20% 5.09%
Company, N.A. Institutional
Investment Manager with Shares
University of North Florida
Foundation, Inc.
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Florida Tax-Exempt Fund: National Financial 4,551,753.868 52.13% 38.44%
Services Corp. Retail Shares
For the Exclusive Benefit
of Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
Barnett Banks Trust 329,245.589 10.58% 2.7%
Company, N.A. Institutional
Custodian with Gene J. Shares
Dodson
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Prime Fund: National Financial 548,941,075.560 99.50% 24.59%
Services Corp. for the Retail Shares
Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
Omnibus Account for 88,869,962.490 8.45% 3.98%
the Shareholder Institutional
Accounts maintained by Shares
Concord Financial
Services, Inc.
Attn: Linda Zerbe
First and Market Building
100 First Avenue,
Suite 300
Pittsburgh, PA 15222
Omnibus Account for the 850,910,836.050 90.54% 38.12%
Shareholder Accounts Institutional
maintained by Concord Shares
Financial Services, Inc.
Attn: Linda Zerbe
First and Market Building
100 First Avenue,
Suite 300
Pittsburgh, PA 15222
Barnett Banks Trust 410,209,258.440 55.39% 18.38%
Company, N.A. Service Shares
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Wilmington Trust Company 330,286,118.790 44.60% 14.79%
Rodney Square North Service Shares
Wilmington, DE 19890
Treasury Fund: National Financial 45,930,621.520 99.84% 5.40%
Services Corp. Retail Shares
For the Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Omnibus Account for the 541,830,812.210 95.35% 63.97%
Shareholder Accounts Institutional
maintained by Concord Shares
Financial Services, Inc.
Attn: Linda Zerbe
First and Market Building
100 First Avenue,
Suite 300
Pittsburgh, PA 15222
Barnett Banks Trust 214,612,868.830 90.75% 25.23%
Company, N.A. Service Shares
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Wilmington Trust Company 21,130,887.420 8.93% 2.48%
Rodney Square North Service Shares
Wilmington, DE 19890
Tax-Exempt Fund: National Financial Service 47,415,844.470 98.76% 24.26%
Corp. Retail Shares
For the Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
Omnibus Account for the 645,521.450 22.44% .33%
Shareholder Accounts Institutional
maintained by Concord Shares
Financial Services, Inc.
Attn: Linda Zerbe
First and Market Building
100 First Avenue,
Suite 300
Pittsburgh, PA 15222
Omnibus Account for the 2,230,667.770 77.55% 1.14%
Shareholder Accounts Institutional
maintained by Concord Shares
Financial Services, Inc.
Attn: Linda Zerbe
First and Market Building
100 First Avenue,
Suite 300
Pittsburgh, PA 15222
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
CLASS AND PERCENTAGE PERCENTAGE
AMOUNT OF OF CLASS OF FUND
NAME AND ADDRESS SHARES OWNED OWNED SHARES OWNED
----------------------------- ------------------- -------------- -------------
<S> <C> <C> <C> <C>
Barnett Banks Trust Company, 521,176.020 18.12% .26%
N.A. Service Shares
Attn: Income Collections
P.O. Box 40200
Jacksonville, FL 32203
Hare & Co. 2,230,667.77 77.57% 1.14%
The Bank of New York Service Shares
Attn: Frank Notaro
STIF / Master
One Wall Street,
5th Floor
New York, NY 10286
Prime Trust Fund: Barnett Banks Trust Company, 128,145,845.940 100% 100%
N.A. Institutional
Attn: Income Collections Shares
P.O. Box 40200
Jacksonville, FL 32203
Treasury Trust Fund: Barnett Banks Trust Company, 6,999,785.61 100% 100%
N.A. Institutional
Attn: Income Collections Shares
P.O. Box 40200
Jacksonville, FL 32203
</TABLE>
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 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 each Proposal presented at the Meeting in the same proportions
as the total votes that are cast FOR and AGAINST the Proposal by other
shareholders of the Company.
15
<PAGE>
ADDITIONAL INFORMATION ABOUT OFFICERS OF THE COMPANY
Officers of the Company are elected and appointed by the Trustees and hold
office until they resign, are removed or are otherwise disqualified to serve.
The following table sets forth certain information about the Company's officers
who are not also Trustees.
<TABLE>
<CAPTION>
POSITION WITH THE BUSINESS EXPERIENCE
NAME AGE OFFICER SINCE COMPANY DURING PAST FIVE YEARS
- ---------------------- --- ---------------- ----------------------- ---------------------------------------
<S> <C> <C> <C> <C>
William B. Blundin 57 May 1989 Executive Vice Senior Vice President, BISYS Fund
President Services, Inc. March 1995 to present;
Vice President of Emerald Asset
Management, Inc. March 1995 to
present; Vice Chairman of the Board of
Concord Holding Corporation and
Emerald Asset Management, Inc. July
1993 to March 1995; Director and
President of Concord Holding
Corporation and Emerald Asset
Management, Inc., February 1987 to
March 1995.
Hugh Fanning 42 August 1995 Vice President Employee of BISYS Fund Services, Inc.
August 1992 to present; Director of
Marketing, Ketchum Communications,
July 1987 to August 1992.
J. David Huber 49 August 1995 Vice President Employee of BISYS Fund Services, Inc.
June 1987 to present.
William J. Tomko 36 January 1996 Vice President Employee of BISYS Fund Services, Inc.
April 1987 to present.
Martin R. Dean 31 August 1995 Treasurer Employee of BISYS Fund Services, Inc.
May 1994 to present; Senior Manager at
KPMG, Peat Marwick LLP prior thereto.
Jeffery A. Dalke 45 October 1988 Secretary Partner of the law firm of Drinker
Biddle & Reath, Philadelphia,
Pennsylvania.
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH THE BUSINESS EXPERIENCE
NAME AGE OFFICER SINCE COMPANY DURING PAST FIVE YEARS
- ---------------------- --- ---------------- ----------------------- ---------------------------------------
<S> <C> <C> <C> <C>
George Martinez 36 August 1995 Assistant Secretary Senior Vice President and Director of
Legal and Compliance Services, BISYS
Fund Services, Inc. March 1995 to
present; Senior Vice President,
Emerald Asset Management, Inc. August
1995 to present; Vice President and
Associate General Counsel, Alliance
Capital Management, June 1989 to March
1995.
Robert Tuch 44 August 1995 Assistant Secretary Employee of BISYS Fund Services, Inc.
June 1991 to present; Assistant
Secretary Emerald Asset Management,
Inc. August 1995 to present; Vice
President and Associate General
Counsel, National Securities Research
Corp., July 1990 to June 1991.
Alaina Metz 28 August 1995 Assistant Secretary Chief Administrator, Administrative and
Regulatory Services, BISYS Fund
Services, Inc. June 1995 to present;
Supervisor, Mutual Fund Legal
Department, Alliance Capital
Management May 1989 to June 1995.
</TABLE>
INFORMATION ABOUT INVESTMENT ADVISER,
SUB-ADVISER, DISTRIBUTOR AND ADMINISTRATOR
Barnett Banks Trust Company, N.A., the Company's adviser, has its principal
offices located at 9000 Southside Boulevard, Building 100, Jacksonville, Florida
32256. Rodney Square Management Corporation acts as sub-adviser for the
Tax-Exempt Fund, Prime Trust Fund and Treasury Trust Fund and is located at
Rodney Square North, Wilmington, Delaware 19890.
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. (the "Distributor") serves as the Company's
distributor. The Distributor's offices are also located at 3435 Stelzer Road,
Columbus, Ohio 43219-3035.
17
<PAGE>
OTHER MATTERS
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interests of the Company.
Dated: April 22, 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 COMPANY'S ANNUAL
REPORTS TO SHAREHOLDERS DATED NOVEMBER 30, 1995 TO ANY SHAREHOLDER UPON REQUEST.
THE COMPANY'S ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM THE COMPANY BY
WRITING TO THE DISTRIBUTOR AT 3435 STELZER ROAD, COLUMBUS, OHIO 43219-3035 OR
CALLING (800) 367-5905.
18
<PAGE>
EMERALD FUNDS
PROXY
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
May 3, 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
all portfolios of the Company that are held of record by the undersigned on the
record date for the Meeting, upon the following matters and upon any other
matter which may come before the Meeting, in their discretion:
1. ELECTION OF TRUSTEES FOR all nominees listed WITHHOLD AUTHORITY
below TO VOTE FOR ALL NOMINEES
(EXCEPT AS MARKED TO THE LISTED BELOW / /
CONTRARY BELOW) / /
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH HIS/HER NAME IN THE LIST BELOW:
Chesterfield H. Smith, Albert D. Ernest, Raynor E. Bowditch,
John G. Grimsley, Mary Doyle, Harvey R. Holding
________________________________________
2. Proposal to ratify the selection of Price Waterhouse LLP as independent
accountant for the Company for its fiscal year ending November 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
(CONTINUED ON REVERSE SIDE)
<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 the election of Trustees and FOR Proposal (2).
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
DATED ______________________, 1996
__________________________________
Signature
__________________________________
Signature, if held jointly
(Please sign exactly as your name
appears hereon. When shares are
held by joint tenants, both should
sign. When signing as attorney 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
authorized person.)
