<PAGE> 1
As filed with the Securities and Exchange Commission
on February 20, 1997
Registration Nos. 33-21660 and 811-5551
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 22 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]
Amendment No. 23 [X]
AMSOUTH MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Offices)
(800) 451-8379
(Registrant's Telephone Number, Including Area Code)
Name and address
of agent for service: Copy to:
Mr. J. David Huber Alan G. Priest, Esq.
AmSouth Mutual Funds Ropes & Gray
3435 Stelzer Road 1301 K Street, N.W.
Columbus, Ohio 43219 Suite 800 East
Washington, D.C. 20005
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b)
[X} on March 17, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
The Registrant has registered an indefinite number or amount of its shares
of beneficial interest under the Securities Act of 1933 pursuant to Rule 24f-2.
The Registrant has filed a Rule 24f-2 Notice with respect to the Registrant's
fiscal year ended July 31, 1996 on September 25, 1996.
<PAGE> 2
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Florida Tax-Free Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Bond Fund
AmSouth Government Income Fund
The information required by Items 1 through 9 for the above-referenced
investment portfolios of AmSouth Mutual Funds (the "Registrant") is hereby
incorporated by reference to Part A of Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on November 27, 1996. The information requested by Items 10
through 23 for the above-referenced portfolios of the Registrant is hereby
incorporated by reference to Part B of Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission on December 23, 1996.
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
The information required by Items 1 through 9 and Items 10 through 23
for the above-referenced investment portfolios of the Registrant is hereby
incorporated by reference to Parts A and B of Post-Effective Amendment No. 20 to
the Registrant's Registration Statement on Form N-1A, filed with the Securities
and Exchange Commission on December 23, 1996.
<PAGE> 3
Part C of Post-Effective Amendment No. 22
to
Registration Statement
of
AMSOUTH MUTUAL FUNDS
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements.
All required financial statements are included in Parts A
and B hereof.
(b) Exhibits:
(1) Amended Declaration of Trust, dated as of June
25, 1993 and filed on August 19, 1993 --
incorporated by reference to Post-Effective
Amendment No. 11 to the Registrant's
Registration Statement on
Form N-1A (File No. 33-21660).
(2) (a) By-laws -- incorporated by reference to
the Registrant's initial Registration
Statement on Form N-1A (File No.
33-21660).
(b) Amendment No. 1 to By-laws --
incorporated by reference to
Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(3) None.
(4) (a) Article III, Sections 4 and 5;
Article IV, Sections 1 and 6; Article V;
Article VIII, Section 4; and Article IX,
Sections 1, 4 and 7 of the Amended
Declaration of Trust -- incorporated by
reference to Post-Effective Amendment No.
11 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(b) Article 11 of The By-laws -- incorporated
by reference to the Registrant's initial
Registration Statement on Form N-1A (File
No. 33-21660).
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(c) Amendment No. 1 to By-laws --
incorporated by reference to
Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(5) (a) Investment Advisory Agreement dated as of
August 1, 1988 between the Registrant and
AmSouth Bank N.A. -- incorporated by
reference to Post-Effective Amendment No.
1 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(b) Amendment No. 1 dated as of December 5,
1989 to Investment Advisory Agreement
dated as of August 1, 1988 between the
Registrant and AmSouth Bank N.A.
--incorporated by reference to
Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(c) Amended Schedule to the Investment
Advisory Agreement between the Registrant
and AmSouth Bank N.A. with respect to the
Florida Tax-Free Fund -- incorporated by
reference to Post-Effective Amendment No.
14 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(d) Form of Amended Schedule A to the
Investment Advisory Agreement between the
Registrant and AmSouth Bank, N.A. --
incorporated by reference to
Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(e) Investment Advisory Agreement between the
Group and AmSouth Bank N.A. dated as of
January 20, 1989 with respect to The ASO
Outlook Group Limited Maturity Fund --
incorporated by reference to
Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(f) Amendment No. 1 dated as of December 5,
1989 to the Investment Advisory Agreement
dated as of January 20, 1989 between the
Registrant and AmSouth Bank, N.A. --
incorporated by reference to
Post-Effective Amendment No. 4
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<PAGE> 5
to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(6) (a) Distribution Agreement dated as of
October 1, 1993 between the Registrant
and The Winsbury Company -- incorporated
by reference to Post-Effective Amendment
No. 12 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(b) Amended Schedule to the Distribution
Agreement between the Registrant and The
Winsbury Company with respect to the
Florida Tax-Free Fund -- incorporated by
reference to Post-Effective Amendment
No. 14 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(c) Form of Amended Schedule A to the
Distribution Agreement between the
Registrant and The Winsbury Company
Limited Partnership -- incorporated by
reference to Post-Effective Amendment No.
20 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(d) Dealer Agreement between The Winsbury
Company and AmSouth Investment Services,
Inc. -- incorporated by reference to
Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(e) Dealer Agreement between The Winsbury
Company and National Financial Services
Corporation -- incorporated by reference
to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(f) Dealer Agreement between The Winsbury
Company and AmSouth Bank N.A. --
incorporated by reference to Post-
Effective Amendment No. 5 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(7) None.
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<PAGE> 6
(8) (a) Custodial Services Agreement dated as of
May 25, 1995 between the Registrant and
Bank of California, N.A. -- incorporated
by reference to Post-Effective Amendment
No. 17 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(b) Form of Schedule A to the Custodian
Agreement between the Registrant and Bank
of California, N.A. -- incorporated by
reference to Post-Effective Amendment No.
20 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(c) Form of Custodian Agreement between the
Registrant and AmSouth Bank of Alabama --
incorporated by reference to
Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(9) (a) Management and Administration
Agreement dated as of April 1, 1996
between the Registrant and ASO Services
Company -- incorporated by reference to
Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(b) Form of Amended Schedule A to the
Management and Administration Agreement
between the Registrant and ASO Services
Company -- incorporated by reference to
Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(c) Sub-Administration Agreement between ASO
Services Company and AmSouth Bank of
Alabama -- incorporated by reference to
Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(d) Form of Amended Schedules A and B to the
Sub- Administration Agreement between ASO
Services Company and AmSouth Bank of
Alabama -- incorporated by reference to
Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
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<PAGE> 7
(e) Sub-Administration Agreement between ASO
Services Company and BISYS --
incorporated by reference to Post-
Effective Amendment No. 19 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(f) Form of Amended Schedules A and B to the
Sub- Administration Agreement between ASO
Services Company and BISYS Fund Services
-- incorporated by reference to
Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(g) Transfer Agency and Shareholder Service
Agreement dated as of January 16, 1989
between the Registrant and The Winsbury
Service Corporation) -- incorporated by
reference to Post-Effective Amendment
No. 3 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(h) Amended Schedule D dated as of April 5,
1993 to the Transfer Agency and
Shareholder Services Agreement between
the Registrant and The Winsbury Service
Corporation -- incorporated by reference
to Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(i) Amended Schedule to the Transfer Agency
and Shareholder Services Agreement
between the Registrant and The Winsbury
Service Corporation with respect to the
Florida Tax-Free Fund -- incorporated by
reference to Post-Effective Amendment No.
14 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(j) Form of Amended Schedule A to the
Transfer Agency and Shareholder Services
Agreement between Registrant and the
Winsbury Service Corporation --
incorporated by reference to
Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(k) Fund Accounting Agreement dated as of
April 1, 1996 between the Registrant and
BISYS Fund Services -- incorporated by
reference to Post-Effective Amendment
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<PAGE> 8
No. 19 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(l) Form of Amended Schedule A to the Fund
Accounting Agreement between the
Registrant and BISYS Fund Services, Inc.
-- incorporated by reference to
Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(10) Opinion of Ropes & Gray -- incorporated by
reference to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form
N-1A (File No. 33-21660).
(11) (a) Consent of Coopers & Lybrand L.L.P. is
filed herewith.
(b) Consent of Ropes & Gray is filed
herewith.
(12) None.
(13) (a) Purchase Agreement between the Registrant
and Winsbury Associates incorporated by
reference to Post-Effective Amendment No.
1 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(b) Purchase Agreement between the Registrant
and Winsbury Associates dated October 31,
1991 incorporated by reference to
Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(c) Purchase Agreement between the Registrant
and Winsbury Associates relating to the
Alabama Tax-Free Fund and the Government
Income Fund is incorporated by reference
to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(d) Purchase Agreement between the Registrant
and Winsbury Service Corporation relating
to the Florida Tax-Free Fund is
incorporated by reference to
Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
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<PAGE> 9
(14) None.
(15) None.
(16) Performance Calculation Schedules are
incorporated by reference to Post-Effective
Amendment No. 16 to the Registrant's
Registration Statement on Form N-1A (File No.
33-21660).
(17) (a) Financial Data Schedule for the AmSouth
Prime Obligations Fund - Premier Shares
(b) Financial Data Schedule for the AmSouth
U.S. Treasury Fund - Premier Shares
(c) Financial Data Schedule for the AmSouth
Tax Exempt Fund - Premier Shares
(d) Financial Data Schedule for the AmSouth
Prime Obligations Fund -- Classic Shares
(e) Financial Data Schedule for the AmSouth
U.S. Treasury Fund -- Classic Shares
(f) Financial Data Schedule for the AmSouth
Tax-Exempt Fund -- Classic Shares
(g) Financial Data Schedule for the AmSouth
Equity Fund
(h) Financial Data Schedule for the AmSouth
Regional Equity Fund
(i) Financial Data Schedule for the AmSouth
Balanced Fund
(j) Financial Data Schedule for the AmSouth
Bond Fund
(k) Financial Data Schedule for the AmSouth
Limited Maturity Fund
(l) Financial Data Schedule for the AmSouth
Government Income Fund
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<PAGE> 10
(m) Financial Data Schedule for the AmSouth
Florida Tax-Free Fund
(18) (a) Multiple Class Plan for the AmSouth
Prime Obligations Fund, the AmSouth U.S.
Treasury Fund and the AmSouth Tax Exempt
Fund is incorporated by reference to
Exhibit 18(a) to Post-Effective Amendment
No. 18 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(b) Shareholder Servicing Plan for AmSouth
Mutual Funds adopted by the Board of
Trustees on December 6, 1995 is
incorporated by reference to Exhibit
18(b) to Post-Effective Amendment No. 18
to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(c) Model Shareholder Servicing Agreement for
AmSouth Mutual Funds adopted by the Board
of Trustees on December 6, 1995 is
incorporated by reference to Exhibit
18(c) to Post-Effective Amendment No. 18
to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
- -------------
Item 25. Persons Controlled By or Under Common Control with
Registrant
As of the effective date of this Registration Statement,
there are no persons controlled by or under common control
with the Registrant's Prime Obligations Fund, Equity Fund,
Regional Equity Fund, U.S. Treasury Fund, Tax Exempt Fund,
Bond Fund, Limited Maturity Fund, Municipal Bond Fund,
Government Income Fund, Florida Tax-Free Fund, or Balanced
Fund.
Item 26. Number of Holders of Securities
As of January 31, 1997, the number of record holders of
the Registrant's respective series of shares were as
follows:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF SERIES RECORD HOLDERS
<S> <C>
Prime Obligations Fund -- Premier Shares 8
</TABLE>
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<PAGE> 11
<TABLE>
<S> <C>
U.S. Treasury Fund -- Premier Shares 8
Tax Exempt Fund -- Premier Shares 4
Prime Obligations Fund -- Classic Shares 23
U.S. Treasury Fund -- Classic Shares 13
Tax-Exempt Fund -- Classic Shares 16
Equity Fund 2,888
Regional Equity Fund 3,198
Bond Fund 357
Limited Maturity Fund 154
Municipal Bond Fund 0
Balanced Fund 2,744
Government Income Fund 496
Florida Tax-Free Fund 58
</TABLE>
Item 27. Indemnification
Article VIII, Sections 1 and 2 of the Registrant's Declaration
of Trust provides as follows:
"Trustees, Officers, etc.
Section 1. The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trust's request
as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other
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<PAGE> 12
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person except with respect
to any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other
proceeding to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
such Covered Person's office. Expenses, including counsel fees
so incurred by any such Covered Person (but excluding amounts
paid in satisfaction of judgments, in compromise or as fines
or penalties), shall be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
such Covered Person to repay amounts so paid to the Trust if
it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided,
however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the
Trust shall be insured against losses arising from any such
advance payments or (c) either a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as
opposed to a full trial type inquiry) that there is reason to
believe that such Covered Person will be found entitled to
indemnification under this Article.
Compromise Payment
Section 2. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other body
before which the proceeding was brought, that such Covered
Person either (a) did not act in good faith in the reasonable
belief that his action was in the best interests of the Trust
or (b) is liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her
office, indemnification shall be provided if (a) approved as
in the best interests of the Trust, after notice that it
involves such indemnification, by at least a majority of the
disinterested Trustees acting on the matter (provided that a
majority of the disinterested Trustees then in office act on
the matter) upon a determination, based upon a review of
readily available facts (as opposed to a full trial type
inquiry) that such Covered Person acted in good faith in the
reasonable belief that his action was in the best interests of
the Trust and is not liable to the Trust or its Shareholders
by reasons of willful misfeasance, bad faith, gross negligence
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<PAGE> 13
or reckless disregard of the duties involved in the conduct of
his or her office, or (b) there has been obtained an opinion
in writing of independent legal counsel, based upon a review
of readily available facts (as opposed to a full trial type
inquiry) to the effect that such Covered Person appears to
have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust and that such
indemnification would not protect such Person against any
liability to the Trust to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of
his office. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or to
have been liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office."
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers,
and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer, or controlling person
of Registrant in the successful defense of any action, suit,
or proceeding) is asserted by such trustee, officer, or
controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Indemnification for the Group's principal underwriter is
provided for in the Distribution Agreement incorporated herein
by reference as Exhibits 6(a).
In addition, the Trust maintains a directors and officer
liability insurance policy with a maximum coverage of
$3,000,000.
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<PAGE> 14
Item 28. Business and Other Connections of Investment Advisor.
AmSouth Bank of Alabama ("AmSouth") is the investment advisor
of each Fund of the Trust. AmSouth is the principal bank
affiliate of AmSouth Bancorporation, one of the largest
banking institutions headquartered in the mid-south region.
AmSouth Bancorporation reported assets as of December 31,
1996 of $18.4 billion and operated 272 banking offices in
Alabama, Florida, Georgia and Tennessee. AmSouth has provided
investment management services through its Trust Investment
Department since 1915. As of December 31, 1996, AmSouth and
its affiliates had over $7.1 billion in assets under
discretionary management and provided custody services for an
additional $13.4 billion in securities. AmSouth is the
largest provider of trust services in Alabama. AmSouth serves
as administrator for over $12 billion in bond issues, and its
Trust Natural Resources and Real Estate Department is a major
manager of timberland, mineral, oil and gas properties and
other real estate interests.
There is set forth below information as to any other business,
vocation or employment of a substantial nature (other than
service in wholly-owned subsidiaries or the parent corporation
of AmSouth Bank) in which each director or senior officer of
the Registrant's investment adviser is, or at any time during
the past two fiscal years has been, engaged for his own
account or in the capacity of director, officer, employee,
partner or trustee.
Name and Position with Other business, profession,
AmSouth Bank of Alabama AmSouth Bank vocation, or employment
George W. Barber, Jr. Chairman of the Board, Barber Dairies, Inc.,
Director 39 Barber Ct., Birmingham, Alabama
William D. Biggs Real Estate Investments
Director
William J. Cabaniss, Jr. President, Precision Grinding Inc.,
Director P.O. Box 19925, Birmingham, Alabama
M. Miller Gorrie President and Chief Executive Officer,
Director Brasfield and Gorrie General Contractor Inc.,
729 30th Street South, Birmingham, Alabama
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<PAGE> 15
<TABLE>
<S> <C>
James I. Harrison, Jr. President and Chief Executive Officer, Harco,
Director Inc., 3925 Rice Mine Road, Tuscaloosa,
Alabama
Mrs. H. Taylor Morrisette HTM Investment & Development, Inc., 3
Director Taylor Place, Mobile, Alabama
C. Dowd Ritter None
Director, Chairman, President and
Chief Executive Officer
Michael C. Baker None
Senior Executive Vice President
David B. Edmonds None
Executive Vice President
James W. Emison None
Executive Vice President
Sloan D. Gibson, IV None
Senior Executive Vice President
O.B. Grayson Hall, Jr. None
Executive Vice President
Kristen M. Hudak None
Senior Executive Vice President
and Chief Financial Officer
John D. Kottmeyer None
Executive Vice President
and Treasurer
W. Charles Mayer, III None
Director and Senior Executive Vice
President
Candice W. Rogers None
Senior Executive Vice President
</TABLE>
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<PAGE> 16
Robert R. Windelspecht None
Executive Vice President
and Controller
Stephen A. Yoder None
Executive Vice President
and General Counsel
Item 29. Principal Underwriter.
(a) BISYS Fund Services, Limited Partnership ("BISYS Fund Services"),
formerly The Winsbury Company, acts as distributor for the Registrant.
BISYS Fund Services also distributes the securities of HighMark
Funds, The Parkstone Group of Funds, The Victory Portfolios, The
Sessions Group, the Conestoga Family of Funds, the American Performance
Funds, The Arch Fund, Inc., the BB&T Mutual Funds Group, the
Marketwatch Funds, The Coventry Group, The Pacific Capital Funds, the
MMA Praxis Mutual Funds, The Riverfront Funds, Inc., the Qualivest
Funds and the Summit Investment Trust, each of which is a management
investment company. The parent of BISYS Fund Services is The BISYS
Group, Inc.
(b) Partners of BISYS Fund Services as of the date of this filing are
as follows:
<TABLE>
<CAPTION>
Positions and offices with Positions and
Name and Principal BISYS Fund Services, Offices with
Business Addresses Limited Partnership the Registrant
<S> <C> <C>
BISYS Fund Services, Sole General None
Limited Partnership Partner
3435 Stelzer Road
Columbus, OH 43219
WC Subsidiary Sole Limited None
Corporation Partner
150 Clove Road
Little Falls, NJ 07424
The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, NJ 07424
</TABLE>
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<PAGE> 17
Item 30. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and
other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the rules promulgated
thereunder are as follows:
(1) AmSouth Mutual Funds
3435 Stelzer Road
Columbus, Ohio 43219
Attention: Secretary
(Registrant)
(2) AmSouth Bank of Alabama
1901 Sixth Avenue - North
Birmingham, Alabama 35203
Attention: Trust Investments
(Investment Advisor)
(3) BISYS Fund Services, Limited Partnership
3435 Stelzer Road
Columbus, Ohio 43219
(Distributor)
(4) ASO Services Company
3435 Stelzer Road
Columbus, Ohio 43219
(Administrator)
(5) Union Bank of California, N.A.
475 Sansome Street
San Francisco, CA 94111
(Custodian)
(6) BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
(Transfer and Shareholder Servicing Agent, Provider
of Fund Accounting Services)
Item 31. Management Services
None.
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<PAGE> 18
Item 32. Undertakings
The Registrant hereby undertakes to call a meeting of
shareholders for the purpose of voting upon the question
of removal of one or more trustees when requested to do so
by the holders of at least 10% of the outstanding voting
shares of any series of the Trust and will assist in
shareholder communication in connection with calling a
meeting for the purpose of removing one or more trustees.
The Registrant undertakes to furnish to each person to
whom a prospectus is delivered a copy of the Registrant's
latest annual report to shareholders upon request and
without charge.
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<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment No. 22 to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment No. 22 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Washington,
District of Columbia on the 20th day of February, 1997.
AMSOUTH MUTUAL FUNDS,
Registrant
*/s/ Sean M. Kelly
--------------------
Sean M. Kelly
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
22 to the Registration Statement of AmSouth Mutual Funds has been signed below
by the following persons in the capacities indicated on the 20th day of
February, 1997.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*/s/ J. David Huber Trustee February 20, 1997
- ------------------------------------
J. David Huber
*/s/ Sean M. Kelly Chairman, President February 20, 1997
- ------------------------------------
Sean M. Kelly
*/s/ Kevin Martin Treasurer February 20, 1997
- ------------------------------------
Kevin Martin
*/s/ James H. Woodward, Jr. Trustee February 20, 1997
- ------------------------------------
James H. Woodward, Jr.
*/s/ Homer H. Turner, Jr. Trustee February 20, 1997
- ------------------------------------
Homer H. Turner, Jr.
*/s/ Wendell D. Cleaver Trustee February 20, 1997
- ------------------------------------
Wendell D. Cleaver
</TABLE>
C-17
<PAGE> 20
*/s/ Dick D. Briggs, Jr. Trustee February 20, 1997
- ------------------------------------
Dick D. Briggs, Jr.
* By /s/ Alan G. Priest February 20, 1997
-------------------------------
Alan G. Priest,
Attorney-in-fact, pursuant to Powers of Attorney filed herewith
C-18
<PAGE> 21
POWER OF ATTORNEY
Dick D. Briggs, Jr. whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Margaret A.
Sheehan, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
AmSouth Mutual Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee Dick D. Briggs, Jr. and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under said
Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: 12 October 1993 /s/ Dick D. Briggs, Jr.
--------------------------
Dick D. Briggs, Jr.
<PAGE> 22
POWER OF ATTORNEY
Wendell D. Cleaver whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Margaret A.
Sheehan, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
AmSouth Mutual Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee Wendell D. Cleaver and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under said
Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: October 7, 1993 /s/ Wendell Cleaver
---------------------
Wendell D. Cleaver
<PAGE> 23
POWER OF ATTORNEY
J. David Huber whose signature appears below, does hereby constitute
and appoint Martin E. Lybecker, Alan G. Priest, and Margaret A. Sheehan, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable AmSouth Mutual
Funds (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee J. David Huber and/or officer of the Trust any and all
such amendments filed with the Securities and Exchange Commission under said
Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: 9/25/92 /s/ J. David Huber
----------------------
J. David Huber
<PAGE> 24
POWER OF ATTORNEY
William J. Tomko whose signature appears below, does hereby constitute
and appoint Martin E. Lybecker, Alan G. Priest, and Margaret A. Sheehan, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable AmSouth Mutual
Funds (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee William J. Tomko and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under said
Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: 9/25/92 /s/ William J. Tomko
----------------------
William J. Tomko
<PAGE> 25
POWER OF ATTORNEY
James H. Woodward, Jr. whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Margaret A.
Sheehan, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
AmSouth Mutual Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee James H. Woodward, Jr. and/or officer of the Trust any
and all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: 9/25/92 /s/ James H. Woodward, Jr.
--------------------------
James H. Woodward, Jr.
<PAGE> 26
POWER OF ATTORNEY
Homer H. Turner, Jr. whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Margaret A.
Sheehan, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
AmSouth Mutual Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee Homer H. Turner, Jr. and/or officer of the Trust any
and all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: September 25, 1992 /s/ Homer H. Turner, Jr.
---------------------------
Homer H. Turner, Jr.
<PAGE> 27
POWER OF ATTORNEY
Sean M. Kelly whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Francoise M. Haan, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable AmSouth Mutual
Funds (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee Sean M. Kelly and/or officer of the Trust any and all
such amendments filed with the Securities and Exchange Commission under said
Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
Dated: 10/1/96 /s/ Sean M. Kelly
--------------------------
Sean M. Kelly
<PAGE> 28
POWER OF ATTORNEY
Kevin Martin whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan G. Priest, and Francoise M. Haan, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable AmSouth Mutual
Funds (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
amendments to the Trust's Registration Statement on Form N-1A pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such amendments
filed with the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby ratify
and confirm all that said attorneys and agents, or either of them, shall do or
cause to be done by virtue thereof.
Dated: 11/18/96 /s/ Kevin Martin
-----------------------
Kevin Martin
<PAGE> 29
EXHIBIT INDEX
Exhibit No. Description Page
11(a) Consent of Coopers & Lybrand L.L.P.
11(b) Consent of Ropes & Gray
27(a) Financial Data Schedule for the AmSouth Prime Obligations
Fund -- Premier Shares
27(b) Financial Data Schedule for the AmSouth U.S. Treasury Fund --
Premier Shares
27(c) Financial Data Schedule for the AmSouth Tax Exempt Fund --
Premier Shares
27(d) Financial Data Schedule for the AmSouth Prime Obligations
Fund -- Classic Shares
27(e) Financial Data Schedule for the AmSouth U.S. Treasury
Fund -- Classic Shares
27(f) Financial Data Schedule for the AmSouth Tax-Exempt
Fund -- Classic Shares
27(g) Financial Data Schedule for the AmSouth Equity Fund
27(h) Financial Data Schedule for the AmSouth Regional Equity Fund
27(i) Financial Data Schedule for the AmSouth Balanced Fund
27(j) Financial Data Schedule for the AmSouth Bond Fund
27(k) Financial Data Schedule for the AmSouth Limited Maturity Fund
27(l) Financial Data Schedule for the AmSouth Government Income
Fund
27(m) Financial Data Schedule for the AmSouth Florida Tax-Free Fund
-1-
<PAGE> 1
EXHIBIT 11(a)
CONSENT OF COOPERS & LYBRAND L.L.P.
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 22 to the Registration Statement on Form N-1A (File No. 33-21660) of AmSouth
Mutual Funds of our report dated September 23, 1996 on our audits of the
financial statements and financial highlights of the Prime Obligations Fund, the
U.S. Treasury Fund, the Tax-Exempt Fund, the Bond Fund, the Limited Maturity
Fund, the Government Income Fund, the Florida Tax-Free Fund, the Equity Fund,
the Regional Equity Fund, and the Balanced Fund constituting the AmSouth Mutual
Funds as of July 31, 1996 and for the periods then ended referred to in our
report included in the Statement of Additional Information. We also consent to
the references to our firm under the caption "Financial Highlights" in the
Prospectus for the Capital Appreciation Funds relating to the Equity Fund, the
Regional Equity Fund, the Balanced Fund, the Capital Growth Fund, the Small Cap
Fund and the Equity Income Fund and under the caption "Auditors" in the
Statement of Additional Information of AmSouth Mutual Funds incorporated by
reference in Post-Effective Amendment No. 22 to the Registration Statement on
Form N-1A (File No. 33-21660).
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
February 20, 1997
<PAGE> 1
EXHIBIT 11(b)
CONSENT OF ROPES & GRAY
-4-
<PAGE> 2
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the references to our
firm under the caption "Legal Counsel" included in or made a part of the
Post-Effective Amendment No. 22 to the Registration Statement of AmSouth Mutual
Funds on Form N-1A under the Securities Act of 1933, as amended.
/s/ Ropes & Gray
ROPES & GRAY
Washington, D.C.
February 20, 1997
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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</FN>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<FN>
<F1>Classic Shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 2
<NAME> AMSOUTH MUTUAL FUNDS U.S. TREASURY FUND
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<S> <C>
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<FN>
<F1>Premier Shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 3
<NAME> AMSOUTH MUTUAL FUNS BOND FUND
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<S> <C>
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 4
<NAME> AMSOUTH MUTUAL FUNDS EQUITY FUND
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<S> <C>
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<TABLE> <S> <C>
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<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 5
<NAME> AMSOUTH MUTUAL FUNDS REGIONAL EQUITY
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<S> <C>
<PERIOD-TYPE> YEAR
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<PERIOD-START> AUG-01-1995
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 6
<NAME> AMSOUTH MUTUAL FUND LIMITED MATURITY
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<S> <C>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUND
<SERIES>
<NUMBER> 7
<NAME> AMSOUTH MUTUAL FUND TAX EXEMPT
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
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<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Classic Shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUND
<SERIES>
<NUMBER> 7
<NAME> AMSOUTH MUTUAL FUND TAX EXEMPT
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<S> <C>
<PERIOD-TYPE> YEAR
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<PERIOD-START> AUG-01-1995
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<FN>
<F1>Premier Shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
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<NAME> AMSOUTH MUTUAL FUNDS BALANCED FUND
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<S> <C>
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<TABLE> <S> <C>
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<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 9
<NAME> AMSOUTH MUTUAL FUNDS GOVERNMENT INCOME FUND
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</TABLE>
