EMERALD FUNDS
497, 1998-02-02
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<PAGE>
                                 EMERALD FUNDS
                                 (THE "TRUST")
 
                          INSTITUTIONAL SHARES OF THE
                    EQUITY FUND, INTERNATIONAL EQUITY FUND,
                   SMALL CAPITALIZATION FUND, BALANCED FUND,
                             MANAGED BOND FUND AND
                            PRIME FUND (THE "FUNDS")
               FOR BARNETT EMPLOYEE SAVINGS & THRIFT (BEST) PLAN
 
                       SUPPLEMENT DATED JANUARY 16, 1998
                       TO PROSPECTUS DATED APRIL 1, 1997
 
    On January 9, 1998, Barnett Banks, Inc. was merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Barnett Capital Advisors, Inc. ("Barnett"), the Trust's investment
adviser, became a wholly-owned subsidiary of NationsBank. Pursuant to an order
of the Securities and Exchange Commission, the Trust has entered into new
investment advisory agreements with Barnett with respect to the Funds dated as
of January 9, 1998 and Barnett has entered into a new sub-investment advisory
agreement with Brandes Investment Partners, L.P. ("Brandes") with respect to the
International Equity Fund dated as of the same date. The new investment advisory
and sub-investment advisory agreements have the same terms and fee rates as the
previous investment advisory and sub-investment advisory agreements which were
automatically terminated. A meeting of shareholders of the Funds will be held on
or before May 9, 1998 to vote on the Trust's new investment advisory agreements
with Barnett and Barnett's new sub-investment advisory agreement with Brandes.
 
    The Board of Trustees of the Trust is also considering a proposed
reorganization of the Trust with Nations Fund Trust, Nations Fund, Inc. and
Nations Institutional Reserves (collectively, "Nations Funds"), three investment
companies that are part of the Nations Family of Funds. If approved by the Board
of Trustees, it is expected that the proposed reorganization will also be
submitted to a vote of the shareholders of the Trust on or before May 9, 1998.
If the reorganization is approved by shareholders, and certain other conditions
are satisfied, the assets and liabilities of each of the Trust's portfolios,
including the Funds, will be transferred to similar portfolios in the Nations
Funds family, and the shareholders of the Trust's portfolios, including the
shareholders of the Funds, will become shareholders of Nations Funds. Pursuant
to Nations Funds' current reorganization proposal, if approved, each Fund
described in this Prospectus would reorganize into the corresponding Nations
Funds portfolio indicated below:
 
<TABLE>
<CAPTION>
EMERALD FUND                           CORRESPONDING NATIONS FUND
- -------------------------------------  -------------------------------------
<S>                                    <C>
Equity Fund                            Disciplined Equity Fund
International Equity Fund              International Value Fund
Small Capitalization Fund              Small Company Growth Fund
Balanced Fund                          Balanced Assets Fund
Managed Bond Fund                      Strategic Fixed Income Fund
Prime Fund                             Prime Fund
</TABLE>
 
                             *    *    *    *    *
 
MANAGED BOND AND BALANCED FUNDS -- CHANGES IN PORTFOLIO MANAGEMENT INFORMATION
 
    Russell Creighton, CFA, has assumed sole responsibility for the day-to-day
management of the Balanced Fund. For information regarding the past business
experience of Mr. Creighton, see "The Business of the Funds -- Fund Management"
in the Prospectus.
 
EMD-0232                                                             PRO MED-159
<PAGE>
    Jack A. Ablin, CFA, has assumed responsibility for the day-to-day management
of the Managed Bond Fund. Mr. Ablin joined Barnett in 1997 and currently serves
as interim President and Chief Executive Officer. He plays the lead role on the
fixed income investment team. Prior to joining Barnett, Mr. Ablin was Head of
Fixed Income at Bank of Boston. He received his undergraduate degree in
Mathematics from Vassar and his MBA in Finance from Boston University. Mr. Ablin
holds membership in the Association for Investment Management and Research. He
has 16 years of investment experience.
 
ELECTION TO RECEIVE CASH PAYMENTS OF DIVIDENDS AND DISTRIBUTIONS FROM THE PRIME
FUND -- CHANGE OF ADDRESS
 
    The address on page 32 of the Prospectus to which shareholders of the Prime
Fund are directed to send written elections to receive dividend and distribution
payments in cash or changes to any previous elections has been changed to:
 
Emerald Funds
c/o BISYS Fund Services, Inc.
P. O. Box 182697
Columbus, Ohio 43218-2697
 
TRANSFER AND DIVIDEND PAYING AGENT -- CHANGE OF ADDRESS
 
    The address on page 37 of the Prospectus for BISYS Fund Services, Inc., in
its capacity as transfer and dividend paying agent for the Prime Fund, has been
changed to 3435 Stelzer Road, Columbus, Ohio 43219-3035.
 
EMD-0232                                                             PRO MED-159
<PAGE>
                                 EMERALD FUNDS
                                 (THE "TRUST")
 
                              RETAIL SHARES OF THE
                        EQUITY FUND, EQUITY VALUE FUND,
                           INTERNATIONAL EQUITY FUND,
                           SMALL CAPITALIZATION FUND,
                  BALANCED FUND, SHORT-TERM FIXED INCOME FUND,
                        U.S. GOVERNMENT SECURITIES FUND,
                  MANAGED BOND FUND, FLORIDA TAX-EXEMPT FUND,
                         PRIME FUND, TREASURY FUND AND
                         TAX-EXEMPT FUND (THE "FUNDS")
 
                       SUPPLEMENT DATED JANUARY 16, 1998
                       TO PROSPECTUS DATED APRIL 1, 1997
 
    On January 9, 1998, Barnett Banks, Inc. was merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Barnett Capital Advisors, Inc. ("Barnett"), the Trust's investment
adviser, became a wholly-owned subsidiary of NationsBank. Pursuant to an order
of the Securities and Exchange Commission, the Trust has entered into new
investment advisory agreements with Barnett with respect to the Funds dated as
of January 9, 1998 and Barnett has entered into new sub-investment advisory
agreements with Brandes Investment Partners, L.P. ("Brandes") with respect to
the International Equity Fund and with Rodney Square Management Corporation
("Rodney Square") with respect to the Tax-Exempt Fund dated as of the same date.
The new investment advisory and sub-investment advisory agreements have the same
terms and fee rates as the previous investment advisory and sub-investment
advisory agreements, which were automatically terminated. A meeting of
shareholders of the Funds will be held on or before May 9, 1998 to vote on the
Trust's new investment advisory agreements with Barnett and Barnett's new
sub-investment advisory agreements with Brandes and Rodney Square.
 
    The Board of Trustees of the Trust is also considering a proposed
reorganization of the Trust with Nations Fund Trust, Nations Fund, Inc. and
Nations Institutional Reserves (collectively, "Nations Funds"), three investment
companies that are part of the Nations Family of Funds. If approved by the Board
of Trustees, it is expected that the proposed reorganization will also be
submitted to a vote of the shareholders of the Trust on or before May 9, 1998.
If the reorganization is approved by shareholders, and certain other conditions
are satisfied, the assets and liabilities of each of the Trust's portfolios,
including the Funds, will be transferred to similar portfolios in the Nations
Funds family, and the shareholders of the Trust's portfolios, including the
shareholders of the Funds, will become shareholders of Nations Funds. Pursuant
to Nations Funds' current reorganization proposal, if approved, each Fund
described in this Prospectus would reorganize into the corresponding Nations
Funds portfolio indicated below:
 
<TABLE>
<CAPTION>
EMERALD FUND                           CORRESPONDING NATIONS FUND
- -------------------------------------  -------------------------------------
 
<S>                                    <C>
Equity Fund                            Disciplined Equity Fund
Equity Value Fund                      Value Fund
International Equity Fund              International Value Fund
Small Capitalization Fund              Small Company Growth Fund
Balanced Fund                          Balanced Assets Fund
Short-Term Fixed Income Fund           Short-Term Income Fund
U.S. Government Securities Fund        Government Securities Fund
Managed Bond Fund                      Strategic Fixed Income Fund
Florida Tax-Exempt Fund                Florida Municipal Bond Fund
Prime Fund                             Prime Fund
Treasury Fund                          Treasury Fund
Tax-Exempt Fund                        Tax Exempt Fund
</TABLE>
 
EMD-0231                                                            PRO MED-0158
<PAGE>
                             *    *    *    *    *
 
SMALL CAPITALIZATION, U.S. GOVERNMENT SECURITIES, MANAGED BOND AND BALANCED
FUNDS -- CHANGES IN PORTFOLIO MANAGEMENT INFORMATION
 
    Martin E. LaPrade, CFA, has assumed sole responsibility for the day-to-day
management of the Small Capitalization Fund, Jeffery A. Greenert has assumed
sole responsibility for the day-to-day management of the U.S. Government
Securities Fund, and Russell Creighton, CFA, has assumed sole responsibility for
the day-to-day management of the Balanced Fund. For information regarding the
past business experience of Mr. LaPrade, Mr. Greenert and Mr. Creighton, see
"The Business of the Funds -- Fund Management" in the Prospectus.
 
    Jack A. Ablin, CFA, has assumed responsibility for the day-to-day management
of the Managed Bond Fund. Mr. Ablin joined Barnett in 1997 and currently serves
as interim President and Chief Executive Officer. He plays the lead role on the
fixed income investment team. Prior to joining Barnett, Mr. Ablin was Head of
Fixed Income at Bank of Boston. He received his undergraduate degree in
Mathematics from Vassar and his MBA in Finance from Boston University. Mr. Ablin
holds membership in the Association for Investment Management and Research. He
has 16 years of investment experience.
 
EMD-0231                                                            PRO MED-0158
<PAGE>
                                 EMERALD FUNDS
                                 (THE "TRUST")
 
              INSTITUTIONAL AND SERVICE SHARES OF THE PRIME FUND,
                       TREASURY FUND AND TAX-EXEMPT FUND
                                 (THE "FUNDS")
 
                       SUPPLEMENT DATED JANUARY 16, 1998
                       TO PROSPECTUS DATED APRIL 1, 1997
 
    On January 9, 1998, Barnett Banks, Inc. was merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Barnett Capital Advisors, Inc. ("Barnett"), the Trust's investment
adviser, became a wholly-owned subsidiary of NationsBank. Pursuant to an order
of the Securities and Exchange Commission, the Trust has entered into new
investment advisory agreements with Barnett with respect to the Funds dated as
of January 9, 1998 and Barnett has entered into a new sub-investment advisory
agreement with Rodney Square Management Corporation ("Rodney Square") with
respect to the Tax-Exempt Fund dated as of the same date. The new investment
advisory and sub-investment advisory agreements have the same terms and fee
rates as the previous investment advisory and sub-investment advisory agreements
which were automatically terminated. A meeting of shareholders of the Funds will
be held on or before May 9, 1998 to vote on the Trust's new investment advisory
agreements with Barnett and Barnett's new sub-investment advisory agreement with
Rodney Square.
 
    The Board of Trustees of the Trust is also considering a proposed
reorganization of the Trust with Nations Fund Trust, Nations Fund, Inc. and
Nations Institutional Reserves (collectively, "Nations Funds"), three investment
companies that are part of the Nations Family of Funds. If approved by the Board
of Trustees, it is expected that the proposed reorganization will also be
submitted to a vote of the shareholders of the Trust on or before May 9, 1998.
If the reorganization is approved by shareholders, and certain other conditions
are satisfied, the assets and liabilities of each of the Trust's portfolios,
including the Funds, will be transferred to similar portfolios in the Nations
Funds family, and the shareholders of the Trust's portfolios, including the
shareholders of the Funds, will become shareholders of Nations Funds. Pursuant
to Nations Funds' current reorganization proposal, if approved, each Fund
described in this Prospectus would reorganize into the corresponding Nations
Funds portfolio indicated below:
 
EMERALD FUND                  CORRESPONDING NATIONS FUND
- ------------------------------------------------------------
Prime Fund                    Prime Fund
Treasury Fund                 Treasury Fund
Tax-Exempt Fund               Tax Exempt Fund
 
                             *    *    *    *    *
 
ELECTION TO RECEIVE CASH PAYMENTS OF DIVIDENDS AND DISTRIBUTIONS -- CHANGE OF
ADDRESS
 
    The address on page 22 of the Prospectus to which shareholders are directed
to send written elections to receive dividend and distribution payments in cash
or changes to any previous elections has been changed to:
 
Emerald Funds
c/o BISYS Fund Services, Inc.
P. O. Box 182697
Columbus, Ohio 43218-2697
 
TRANSFER AND DIVIDEND PAYING AGENT -- CHANGE OF ADDRESS
 
    The address on page 26 of the Prospectus for BISYS Fund Services, Inc., the
Trust's transfer and dividend paying agent, has been changed to 3435 Stelzer
Road, Columbus, Ohio 43219-3035.
 
EMD-0235                                                            PRO-EMD-0162
<PAGE>
                                 EMERALD FUNDS
                                 (THE "TRUST")
 
                          INSTITUTIONAL SHARES OF THE
                        EQUITY FUND, EQUITY VALUE FUND,
                           INTERNATIONAL EQUITY FUND,
                           SMALL CAPITALIZATION FUND,
                  BALANCED FUND, SHORT-TERM FIXED INCOME FUND,
                        U.S. GOVERNMENT SECURITIES FUND,
                             MANAGED BOND FUND AND
                     FLORIDA TAX-EXEMPT FUND (THE "FUNDS")
                      FOR BARNETT PRIVATE CLIENT CUSTOMERS
 
                       SUPPLEMENT DATED JANUARY 16, 1998
                       TO PROSPECTUS DATED APRIL 1, 1997
 
    On January 9, 1998, Barnett Banks, Inc. was merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Barnett Capital Advisors, Inc. ("Barnett"), the Trust's investment
adviser, became a wholly-owned subsidiary of NationsBank. Pursuant to an order
of the Securities and Exchange Commission, the Trust has entered into a new
investment advisory agreement with Barnett with respect to the Funds dated as of
January 9, 1998 and Barnett has entered into a new sub-investment advisory
agreement with Brandes Investment Partners, L.P. ("Brandes") with respect to the
International Equity Fund dated as of the same date. The new investment advisory
and sub-investment advisory agreements have the same terms and fee rates as the
previous investment advisory and sub-investment advisory agreements which were
automatically terminated. A meeting of shareholders of the Funds will be held on
or before May 9, 1998 to vote on the Trust's new investment advisory agreement
with Barnett and Barnett's new sub-investment advisory agreement with Brandes.
 
    The Board of Trustees of the Trust is also considering a proposed
reorganization of the Trust with Nations Fund Trust, Nations Fund, Inc. and
Nations Institutional Reserves (collectively, "Nations Funds"), three investment
companies that are part of the Nations Family of Funds. If approved by the Board
of Trustees, it is expected that the proposed reorganization will also be
submitted to a vote of the shareholders of the Trust on or before May 9, 1998.
If the reorganization is approved by shareholders, and certain other conditions
are satisfied, the assets and liabilities of each of the Trust's portfolios,
including the Funds, will be transferred to similar portfolios in the Nations
Funds family, and the shareholders of the Trust's portfolios, including the
shareholders of the Funds, will become shareholders of Nations Funds. Pursuant
to Nations Funds' current reorganization proposal, if approved, each Fund
described in this Prospectus would reorganize into the corresponding Nations
Funds portfolio indicated below:
 
<TABLE>
<CAPTION>
EMERALD FUND                               CORRESPONDING NATIONS FUND
- -----------------------------------------  -----------------------------------------
 
<S>                                        <C>
Equity Fund                                Disciplined Equity Fund
Equity Value Fund                          Value Fund
International Equity Fund                  International Value Fund
Small Capitalization Fund                  Small Company Growth Fund
Balanced Fund                              Balanced Assets Fund
Short-Term Fixed Income Fund               Short-Term Income Fund
U.S. Government Securities Fund            Government Securities Fund
Managed Bond Fund                          Strategic Fixed Income Fund
Florida Tax-Exempt Fund                    Florida Municipal Bond Fund
</TABLE>
 
EMD-0233                                                            PRO MED-0160
<PAGE>
                             *    *    *    *    *
 
SMALL CAPITALIZATION, U.S. GOVERNMENT SECURITIES, MANAGED BOND AND BALANCED
FUNDS -- CHANGES IN PORTFOLIO MANAGEMENT INFORMATION
 
    Martin E. LaPrade, CFA, has assumed sole responsibility for the day-to-day
management of the Small Capitalization Fund, Jeffery A. Greenert has assumed
sole responsibility for the day-to-day management of the U.S. Government
Securities Fund, and Russell Creighton, CFA, has assumed sole responsibility for
the day-to-day management of the Balanced Fund. For information regarding the
past business experience of Mr. LaPrade, Mr. Greenert and Mr. Creighton, see
"The Business of the Funds -- Fund Management" in the Prospectus.
 
    Jack A. Ablin, CFA, has assumed responsibility for the day-to-day management
of the Managed Bond Fund. Mr. Ablin joined Barnett in 1997 and currently serves
as interim President and Chief Executive Officer. He plays the lead role on the
fixed income investment team. Prior to joining Barnett, Mr. Ablin was Head of
Fixed Income at Bank of Boston. He received his undergraduate degree in
Mathematics from Vassar and his MBA in Finance from Boston University. Mr. Ablin
holds membership in the Association for Investment Management and Research. He
has 16 years of investment experience.
 
EMD-0233                                                            PRO MED-0160
<PAGE>
                                 EMERALD FUNDS
                                 (THE "TRUST")
 
                          INSTITUTIONAL SHARES OF THE
                        EQUITY FUND, EQUITY VALUE FUND,
                           INTERNATIONAL EQUITY FUND,
                           SMALL CAPITALIZATION FUND,
                  BALANCED FUND, SHORT-TERM FIXED INCOME FUND,
                        U.S. GOVERNMENT SECURITIES FUND,
                       MANAGED BOND FUND, PRIME FUND AND
                          TREASURY FUND (THE "FUNDS")
                         FOR QUALIFIED RETIREMENT PLANS
 
                         SUPPLEMENT DATED JANUARY 16, 1998
                       TO PROSPECTUS DATED APRIL 1, 1997
 
    On January 9, 1998, Barnett Banks, Inc. was merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Barnett Capital Advisors, Inc. ("Barnett"), the Trust's investment
adviser, became a wholly-owned subsidiary of NationsBank. Pursuant to an order
of the Securities and Exchange Commission, the Trust has entered into new
investment advisory agreements with Barnett with respect to the Funds dated as
of January 9, 1998 and Barnett has entered into a new sub-investment advisory
agreement with Brandes Investment Partners, L.P. ("Brandes") with respect to the
International Equity Fund dated as of the same date. The new investment advisory
and sub-investment advisory agreements have the same terms and fee rates as the
previous investment advisory and sub-investment advisory agreements which were
automatically terminated. A meeting of shareholders of the Funds will be held on
or before May 9, 1998 to vote on the Trust's new investment advisory agreements
with Barnett and Barnett's new sub-investment advisory agreement with Brandes.
 
    The Board of Trustees of the Trust is also considering a proposed
reorganization of the Trust with Nations Fund Trust, Nations Fund, Inc. and
Nations Institutional Reserves (collectively, "Nations Funds"), three investment
companies that are part of the Nations Family of Funds. If approved by the Board
of Trustees, it is expected that the proposed reorganization will also be
submitted to a vote of the shareholders of the Trust on or before May 9, 1998.
If the reorganization is approved by shareholders, and certain other conditions
are satisfied, the assets and liabilities of each of the Trust's portfolios,
including the Funds, will be transferred to similar portfolios in the Nations
Funds family, and the shareholders of the Trust's portfolios, including the
shareholders of the Funds, will become shareholders of Nations Funds. Pursuant
to Nations Funds' current reorganization proposal, if approved, each Fund
described in this Prospectus would reorganize into the corresponding Nations
Funds portfolio indicated below:
 
<TABLE>
<CAPTION>
EMERALD FUND                           CORRESPONDING NATIONS FUND
- -------------------------------------  -------------------------------------
 
<S>                                    <C>
Equity Fund                            Disciplined Equity Fund
Equity Value Fund                      Value Fund
International Equity Fund              International Value Fund
Small Capitalization Fund              Small Company Growth Fund
Balanced Fund                          Balanced Assets Fund
Short-Term Fixed Income Fund           Short-Term Income Fund
U.S. Government Securities Fund        Government Securities Fund
Managed Bond Fund                      Strategic Fixed Income Fund
Prime Fund                             Prime Fund
Treasury Fund                          Treasury Fund
</TABLE>
 
EMD-0234                                                             PRO MED-161
<PAGE>
                             *    *    *    *    *
 
SMALL CAPITALIZATION, U.S. GOVERNMENT SECURITIES, MANAGED BOND AND BALANCED
FUNDS -- CHANGES IN PORTFOLIO MANAGEMENT INFORMATION
 
    Martin E. LaPrade, CFA, has assumed sole responsibility for the day-to-day
management of the Small Capitalization Fund, Jeffery A. Greenert has assumed
sole responsibility for the day-to-day management of the U.S. Government
Securities Fund, and Russell Creighton, CFA, has assumed sole responsibility for
the day-to-day management of the Balanced Fund. For information regarding the
past business experience of Mr. LaPrade, Mr. Greenert and Mr. Creighton, see
"The Business of the Funds -- Fund Management" in the Prospectus.
 
    Jack A. Ablin, CFA, has assumed responsibility for the day-to-day management
of the Managed Bond Fund. Mr. Ablin joined Barnett in 1997 and currently serves
as interim President and Chief Executive Officer. He plays the lead role on the
fixed income investment team. Prior to joining Barnett, Mr. Ablin was Head of
Fixed Income at Bank of Boston. He received his undergraduate degree in
Mathematics from Vassar and his MBA in Finance from Boston University. Mr. Ablin
holds membership in the Association for Investment Management and Research. He
has 16 years of investment experience.
 
ELECTION TO RECEIVE CASH PAYMENTS OF DIVIDENDS AND DISTRIBUTIONS FROM THE PRIME
FUND AND TREASURY FUND -- CHANGE OF ADDRESS
 
    The address on page 39 of the Prospectus to which shareholders of the Prime
Fund and Treasury Fund are directed to send written elections to receive
dividend and distribution payments in cash or changes to any previous elections
has been changed to:
 
Emerald Funds
c/o BISYS Fund Services, Inc.
P. O. Box 182697
Columbus, Ohio 43218-2697
 
TRANSFER AND DIVIDEND PAYING AGENT -- CHANGE OF ADDRESS
 
    The address on page 43 of the Prospectus for BISYS Fund Services, Inc., in
its capacity as transfer and dividend paying agent for the Prime Fund and
Treasury Fund, has been changed to 3435 Stelzer Road, Columbus, Ohio 43219-3035.
 
EMD-0234                                                             PRO MED-161
<PAGE>
                                 EMERALD FUNDS
                                 (THE "TRUST")
 
                     PRIME ADVANTAGE INSTITUTIONAL FUND AND
                     TREASURY ADVANTAGE INSTITUTIONAL FUND
                                 (THE "FUNDS")
 
                       SUPPLEMENT DATED JANUARY 16, 1998
                       TO PROSPECTUS DATED APRIL 1, 1997
 
    On January 9, 1998, Barnett Banks, Inc. was merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Barnett Capital Advisors, Inc. ("Barnett"), the Trust's investment
adviser, became a wholly-owned subsidiary of NationsBank. Pursuant to an order
of the Securities and Exchange Commission, the Trust has entered into a new
investment advisory agreement with Barnett with respect to the Funds dated as of
January 9, 1998. The new investment advisory agreement has the same terms and
fee rates as the previous investment advisory agreement which was automatically
terminated. A meeting of shareholders of the Funds will be held on or before May
9, 1998 to vote on the Trust's new investment advisory agreement with Barnett.
 
    The Board of Trustees of the Trust is also considering a proposed
reorganization of the Trust with Nations Fund Trust, Nations Fund, Inc. and
Nations Institutional Reserves (collectively, "Nations Funds"), three investment
companies that are part of the Nations Family of Funds. If approved by the Board
of Trustees, it is expected that the proposed reorganization will also be
submitted to a vote of the shareholders of the Trust on or before May 9, 1998.
If the reorganization is approved by shareholders, and certain other conditions
are satisfied, the assets and liabilities of each of the Trust's portfolios,
including the Funds, will be transferred to similar portfolios in the Nations
Funds family, and the shareholders of the Trust's portfolios, including the
shareholders of the Funds, will become shareholders of Nations Funds. Pursuant
to Nations Funds' current reorganization proposal, if approved, each Fund
described in this Prospectus would reorganize into the corresponding Nations
Funds portfolio indicated below:
 
<TABLE>
<CAPTION>
EMERALD FUND                           CORRESPONDING NATIONS FUND
- -------------------------------------  --------------------------------
<S>                                    <C>
Prime Advantage Institutional Fund     Money Market Reserves
Treasury Advantage Institutional Fund  Treasury Reserves
</TABLE>
 
                             *    *    *    *    *
 
ELECTION TO RECEIVE CASH PAYMENTS OF DIVIDENDS AND DISTRIBUTIONS -- CHANGE OF
ADDRESS
 
    The address on page 15 of the Prospectus to which shareholders are directed
to send written elections to receive dividend and distribution payments in cash
has been changed to:
 
                       Emerald Funds
                       c/o BISYS Fund Services, Inc.
                       P. O. Box 182697
                       Columbus, Ohio 43218-2697
 
TRANSFER AND DIVIDEND PAYING AGENT -- CHANGE OF ADDRESS
 
    The address on page 18 of the Prospectus for BISYS Fund Services, Inc., the
Trust's transfer and dividend paying agent, has been changed to 3435 Stelzer
Road, Columbus, Ohio 43219-3035.
 
EMD-0236                                                             PRO MED-163


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