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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
______________________________________________________________________________
1. Name and address of issuer:
EMERALD FUNDS
3435 STELZER RD.
COLUMBUS, OHIO 43219
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHED PAGE(1)
______________________________________________________________________________
3. Investment Company Act File Number: 811-05515
Securities Act File Number: 33-20658
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
NOVEMBER 30, 1996
______________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24F-2 declaration:
/ /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24F-2(a)(1), if
applicable:
______________________________________________________________________________
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24F-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
NONE
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24F-2:
NONE
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
8,942,570,251 Price
8,656,275,368 Shares
_____________________________________________________________________________
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______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
8,942,570,251 Price
8,656,275,368 Shares
______________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
66,946,720 Price
33,500,158 Shares
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during 8,942,570,251
the fiscal year in reliance on rule 24F-2: ___________________
(ii) Aggregate price of shares issued in connection 66,946,720
with dividend reinvestment plans: ___________________
(iii) Aggregate price of shares redeemed or repurchased 8,436,377,502
during the fiscal year: ___________________
(iv) Aggregate price of shares redeemed or repurchased 0
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24E-2:
(v) Net aggregate price of securities sold and issued 573,139,469
during the fiscal year in reliance on rule 24F-2: ___________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or /3300
regulation: ___________________
(vii) Fee Due: 173,678.63
___________________
_______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
01/28/97
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Martin R. Dean
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Martin R. Dean, Treasurer
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Date January 27, 1997
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*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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EMERALD FUNDS
PRIME (RETAIL SHARES)
PRIME (SERVICE SHARES)
PRIME (INSTITUTIONAL SHARES)
TREASURY (RETAIL SHARES)
TREASURY (SERVICE SHARES)
TREASURY (INSTITUTIONAL SHARES)
TAX EXEMPT (RETAIL SHARES)
TAX EXEMPT (SERVICE SHARES)
TAX EXEMPT (INSTITUTIONAL SHARES)
PRIME TRUST
TREASURY TRUST
EQUITY (RETAIL SHARES, CLASS A AND CLASS B)
EQUITY (INSTITUTIONAL SHARES)
U.S. GOVERNMENT SECURITIES (RETAIL SHARES, CLASS A AND CLASS B)
U.S. GOVERNMENT SECURITIES (INSTITUTIONAL SHARES)
FLORIDA TAX EXEMPT (RETAIL SHARES, CLASS A AND CLASS B)
FLORIDA TAX EXEMPT (INSTITUTIONAL SHARES)
SMALL CAPITALIZATION (RETAIL SHARES, CLASS A AND CLASS B)
SMALL CAPITALIZATION (INSTITUTIONAL SHARES)
MANAGED BOND (RETAIL SHARES, CLASS A AND CLASS B)
MANAGED BOND (INSTITUTIONAL SHARES)
SHORT-TERM FIXED INCOME (RETAIL SHARES, CLASS A AND CLASS B)
SHORT-TERM FIXED INCOME (INSTITUTIONAL SHARES)
BALANCED (RETAIL SHARES, CLASS A AND CLASS B)
BALANCED (INSTITUTIONAL SHARES)
INTERNATIONAL EQUITY (RETAIL SHARES, CLASS A AND CLASS B)
INTERNATIONAL EQUITY (INSTITUTIONAL SHARES)
EQUITY VALUE (RETAIL SHARES, CLASS A AND CLASS B)
EQUITY VALUE (INSTITUTIONAL SHARES)
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January 27, 1997
Emerald Funds
3435 Stelzer Road
Columbus, Ohio 43219-3035
Re: Rule 24f-2 Notice for Emerald Funds
(Registration No. 33-20658)
-----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Emerald Funds, a Massachusetts business trust
(the "Trust"), in connection with the registration of its Class A-1 Shares
representing interests in its Treasury Advantage Institutional Fund Portfolio
(formerly the Treasury Trust Fund Portfolio); its Class B-1 Shares representing
interests in its Prime Advantage Institutional Fund Portfolio (formerly the
Prime Trust Fund Portfolio); its Class D-1 Shares, Class D-2 Shares and
Class D-3 Shares representing interests in its Treasury Fund Portfolio; its
Class E-1 Shares, Class E-2 Shares and Class E-3 Shares representing interests
in its Prime Fund Portfolio; its Class F-1 Shares, Class F-2 Shares and
Class F-3 Shares representing interests in its Tax-Exempt Fund Portfolio; its
Class G-1 Shares, Class G-2 Shares and Class G-3 Shares representing interests
in its Equity Fund Portfolio; its Class H-1 Shares, Class H-2 Shares and
Class H-3 Shares representing interests in its U.S. Government Securities Fund
Portfolio; its Class I-1 Shares, Class I-2 Shares and Class I-3 Shares
representing interests in its Florida Tax-Exempt Fund Portfolio; its Class J-1
Shares, Class J-2 Shares and Class J-3 Shares representing interests in its
Small Capitalization Fund Portfolio; its Class K-1 Shares, Class K-2 Shares
and Class K-3 Shares representing interests in its Short-Term Fixed Income
Fund Portfolio; its Class L-1 Shares, Class L-2 Shares and Class L-3 Shares
representing interests in its Managed Bond Fund Portfolio; its Class M-1
Shares, Class M-2 Shares and Class M-3 Shares representing interests in its
Balanced Fund Portfolio; its Class N-1 Shares, Class N-2 Shares and Class N-3
Shares representing interests in its International Equity Fund Portfolio; and
its Class O-1 Shares, Class O-2 Shares and Class O-3 Shares representing
interests in its Equity Value Fund Portfolio (collectively, the "Shares"), under
the Securities Act of 1933,
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Emerald Funds -2- January 27, 1997
as amended. During the Trust's fiscal year ended November 30, 1996, all of the
foregoing Shares were registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Trust is authorized to issue an unlimited
number of Shares, par value of $.001, of each of the aforesaid classes.
We have reviewed the Trust's Agreement and Declaration of Trust, its Code
of Regulations, as amended, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have deemed
appropriate. We have also consulted with Massachusetts counsel as to matters
arising under Massachusetts law.
On the basis of the foregoing, we are of the opinion that the foregoing
Shares registered pursuant to Rule 24f-2 were, when issued for payment as
described in the Trust's prospectuses, validly issued, fully paid and non-
assessable by the Trust.
With respect to the opinion stated above, we wish to point out that the
shareholders of a Massachusetts business trust may under some circumstances be
subject to assessment at the instance of creditors to pay the obligations of
such trust in the event that its assets are insufficient for that purpose.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Trust's Rule 24f-2 Notice.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
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DRINKER BIDDLE & REATH
