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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
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1. Name and address of issuer:
AMSOUTH MUTUAL FUNDS
3435 STELZER RD.
COLUMBUS, OHIO 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHED PAGE(1)
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3. Investment Company Act File Number: 811-5551
Securities Act File Number: 33-21660
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4. Last day of fiscal year for which this notice is filed:
JULY 31, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1). If
applicable:
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
$ 3,143,499,435 Price
2,816,396,648 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:
$ 3,143,499,435 Price
2,816,396,648 Shares
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
$ 43,550,697 Price
12,418,257 Shares
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $ 3,143,499,435
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans:
$ 43,550,697
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $ 2,974,933,029
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24E-2: 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: 212,117,103
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
/2900
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(vii) Fee Due: 73,143.83
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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:
09/24/96
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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/ John F. Calvano
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John F. Calvano, Secretary
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Date September 24, 1996
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* Please print the name and the title of the signing officer below the
signature.
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AMSOUTH MUTUAL FUNDS
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PRIME OBLIGATIONS FUND
PREMIER SHARES
CLASSIC SHARES
U.S TREASURY FUND
PREMIER SHARES
CLASSIC SHARES
TAX EXEMPT FUND
PREMIER SHARES
CLASSIC SHARES
BOND FUND
LIMITED MATURITY FUND
GOVERNMENT INCOME FUND
FLORIDA TAX-FREE FUND
EQUITY FUND
REGIONAL EQUITY FUND
BALANCED FUND
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[ROPES & GRAY LETTERHEAD]
September 20, 1996
AmSouth Mutual Funds
3435 Stelzer Road
Columbus, Ohio 43219
Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of your units of beneficial
interest, par value of $0.00001, belonging to the following series of AmSouth
Mutual Funds (the "Trust"): the AmSouth U.S Treasury Fund, the AmSouth Prime
Obligations Fund; the AmSouth Tax Exempt Fund, the AmSouth Equity Fund, the
AmSouth Regional Equity Fund, the AmSouth Bond Fund, the AmSouth Limited
Maturity Fund, the AmSouth Government Income Fund, the AmSouth Balanced Fund
and the AmSouth Florida Tax-Free Fund (the "Shares"), sold in reliance upon the
Rule during your fiscal year ended July 31, 1996.
We have examined your Declaration of Trust, as amended, on file in the
office of the Secretary of State of The Commonwealth of Massachusetts and are
familiar with the action taken by your Trustees to authorize the issue and sale
from time to time of your authorized and unissued Shares of not less than net
asset value. We have also examined a copy of your Code of Regulations and such
other documents, receipts and records as we have deemed necessary for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, Shareholders could, in certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of the Trust, as
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Ropes & Gray
AmSouth Mutual Funds
September 20, 1996
Page 2
amended, disclaims Shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligations or instrument entered into or executed by the Trust or its
Trustees. The Declaration of Trust, as amended, provides for indemnification
out of the property of the particular series of Shares for all loss and expense
of any Shareholder of that series held personally liable solely by reason of
his being or having been a Shareholder. Thus, the risk of Shareholder
liability is limited to circumstances in which that series of Shares itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Sincerely,
/s/ ROPES & GRAY
Ropes & Gray
