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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:
AMSOUTH MUTUAL 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: 811-5551
Securities Act File Number: 33-21660
4. Last day of the fiscal year for which this notice is filed:
JULY 31, 1997
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:
Shares 2,783,400,130
Price $4,047,682,569
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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:
Shares 2,783,400,130
Price $4,047,682,569
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Shares 11,868,899
Price $51,937,296
12. Calculation of Fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24F-2: $4,047,682,569
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 51,937,296
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $3,163,469,331
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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: $936,150,534
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(vi) Multiplier prescribed by Section 6(b) to the Securities
Act of 1933 or other applicable law or registration: /3300
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(vii) Fee Due: $283,681.98
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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/ 26 /97
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, President
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Date 9/29/97
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* Please print the name and title of the signing officer below the signature.
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Attachment
AMSOUTH MUTUAL FUNDS
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
EQUITY INCOME FUND
MUNICIPAL BOND FUND
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ROPES & GRAY
ONE FRANKLIN SQUARE
1301 K STREET, N.W.
SUITE 800 EAST
ONE INTERNATIONAL PLACE WASHINGTON, DC 20005-3333 30 KENNEDY PLAZA
BOSTON, MA 02110-2624 PROVIDENCE, RI 02903-2328
(617) 951-7000 (202) 626-3900 (401) 455-4400
FAX: (617) 951-7050 FAX: (202) 626-3961 FAX: (401) 455-4401
September 25, 1997
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AmSouth Mutual Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and 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 Equity Income Fund, the AmSouth Bond Fund, the AmSouth
Municipal 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, 1997.
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 actions taken by your Trustees to authorize the
issuance and sale from time to time of your authorized and unissued Shares at
not less than net asset value. We have also examined a copy of your Bylaws and
such other documents, receipts and records as we have deemed necessary for the
purposes 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.
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ROPES & GRAY
AmSouth Mutual Funds
September 25, 1997
Page 2
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 Trust, as 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
