<PAGE> 1
As filed with the Securities and Exchange Commission
on May 22, 1998
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. 26 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]
Amendment No. 27 [ 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., Suite 800 East
Columbus, Ohio 43219 Washington, D.C. 20005
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
<PAGE> 2
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Municipal Bond Fund
AmSouth Florida Tax-Free Fund
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
The information required by Items 1 through 9 for the above-referenced
investment portfolios of the AmSouth Mutual Funds (the "Registrant") is hereby
incorporated by reference to Part A of Post-Effective Amendment No. 25 to the
Registrant's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on November 26, 1997.
<PAGE> 3
CROSS REFERENCE SHEET
Part A
<TABLE>
<CAPTION>
Form N-1A Item No. Prospectus Caption
- ------------------ ------------------
PROSPECTUS FOR AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS
FUND AND AMSOUTH INSTITUTIONAL U.S. TREASURY FUND
<S> <C>
1. Cover Page .............................. Cover Page
2. Synopsis ................................ Fee Table
3. Condensed Financial
Information ............................ Inapplicable
4. General Description
of Registrant .......................... The Trust; Investment Objectives and Policies;
Investment Restrictions; General Information -
Description of the Trust and Its Shares
5. Management of the Fund .................. Management of AmSouth Mutual Funds; General
Information - Custodian and Transfer Agent
6. Capital Stock and
Other Securities ....................... The Trust; How to Purchase and Redeem Shares;
Dividends and Taxes; General Information -
Description of the Trust and Its Shares; General
Information -Miscellaneous
7. Purchase of Securities
Being Offered ........................... Valuation of Shares; How to Purchase and
Redeem Shares
8. Redemption or Repurchase ................ How to Purchase and Redeem Shares
9. Legal Proceedings ....................... Inapplicable
</TABLE>
<PAGE> 4
AMSOUTH MUTUAL FUNDS
INSTITUTIONAL MONEY MARKET FUNDS
3435 Stelzer Road For current yield,
Columbus, Ohio 43219 purchase, and redemption
information, call (800) 451-8382
The AmSouth Institutional Money Market Funds (the "Institutional Money
Market Funds") are two of sixteen series of units of beneficial interest
("Shares") each representing interests in one of sixteen separate investment
funds (the "Funds") of AmSouth Mutual Funds (the "Trust"), an open-end
management investment company. All securities or instruments in which the
Institutional Money Market Funds invest have remaining maturities of 397 days or
less. Each Institutional Money Market Fund seeks to maintain a constant net
asset value of $1.00 per unit of beneficial interest, but there can be no
assurance that net asset value will not vary.
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS FUND (the "Institutional Prime
Obligations Fund") seeks current income with liquidity and stability of
principal. The Institutional Prime Obligations Fund invests in high quality U.S.
dollar-denominated money market instruments and other high-quality U.S.
dollar-denominated instruments.
AMSOUTH INSTITUTIONAL U.S. TREASURY FUND (the "Institutional U.S.
Treasury Fund") seeks current income with liquidity and stability of principal.
The Institutional U.S. Treasury Fund invests exclusively in short-term
obligations issued by the U.S. Treasury, some of which may be subject to
repurchase agreements collateralized by U.S. Treasury obligations.
AmSouth Bank, Birmingham, Alabama ("AmSouth"), acts as the investment
advisor to each Money Market Fund ("Advisor"). BISYS Fund Services, Limited
Partnership ("BISYS Fund Services"), Columbus, Ohio, acts as distributor to each
Institutional Money Market Fund ("Distributor").
Each Institutional Money Market Fund has been divided into three
classes of Shares: Class I Shares, Class II Shares and Class III Shares. Class I
Shares require a minimum initial investment of $3 million and are offered to (i)
Customers for whom AmSouth acts in a fiduciary, advisory, custodial, agency , or
similar capacity, and (ii) fiduciary Customers of other Financial Institutions
approved by the Distributor. Class II Shares and Class III Shares are offered as
a cash sweep vehicle to institutional or corporate Customers of AmSouth and of
other Financial Institutions approved by the Distributor.
<PAGE> 5
This Prospectus relates only to the Institutional Money Market Funds.
Interested persons who wish to obtain a copy of the prospectuses of the AmSouth
Equity Fund, the AmSouth Regional Equity Fund, the AmSouth Balanced Fund, the
AmSouth Capital Growth Fund, the AmSouth Small Cap Fund, and the AmSouth Equity
Income Fund (the "Capital Appreciation Funds"); the AmSouth Bond Fund, the
AmSouth Limited Maturity Fund, the AmSouth Government Income Fund, the AmSouth
Municipal Bond Fund, and the AmSouth Florida Tax-Free Fund (the "Income Funds");
the AmSouth Prime Obligations Fund, the AmSouth U.S. Treasury Fund and the
AmSouth Tax Exempt Fund (the "Money Market Funds") may contact the Distributor
at the telephone number shown above. Additional information about the
Institutional Money Market Funds, contained in a Statement of Additional
Information, has been filed with the Securities and Exchange Commission and is
available upon request without charge by writing to the Trust at its address or
by calling the Trust at the telephone number shown above. The Statement of
Additional Information bears the same date as this Prospectus and is
incorporated by reference in its entirety into this Prospectus.
This Prospectus sets forth concisely the information about the
Institutional Money Market Funds that a prospective investor ought to know
before investing. Investors should read this Prospectus and retain it for future
reference.
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR ENDORSED OR GUARANTEED BY AMSOUTH OR ANY OF ITS AFFILIATES.
THE TRUST'S SHARES ARE NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR BY ANY OTHER AGENCY. AN INVESTMENT IN
THE TRUST'S SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
-------------------
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE
THAT A FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION")
OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION OF THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
2
<PAGE> 6
The date of this Prospectus is _________, 1998.
3
<PAGE> 7
FEE TABLE
<TABLE>
<CAPTION>
Institutional Institutional
Prime U.S. Treasury
Obligations Fund Fund
---------------- -------------
Class I Class II Class III Class I Class II Class III
Shares Shares Shares Shares Shares Shares
------ ------ ------ ------ ------ ------
<C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses1
Maximum Sales Load Imposed
on Purchases (as a percentage
of offering price) 0% 0% 0% 0% 0% 0%
Maximum Sales Load Imposed
on Reinvested Dividends
(as a percentage of offering price) 0% 0% 0% 0% 0% 0%
Deferred Sales Load (as
a percentage of original
purchase price or redemption
proceeds, as applicable) 0% 0% 0% 0% 0% 0%
Redemption Fees (as a percentage
of amount redeemed, if applicable)2 0% 0% 0% 0% 0% 0%
Exchange Fee $0 $0 $0 $0 $0 $0
Annual Fund Operating Expenses
(as a percentage of net assets)
Management Fees (after voluntary
fee reductions)3 0.07% 0.07% 0.07% 0.07% 0.07% 0.07%
12b-1 Fees 0.00% 0.25% 0.50% 0.00% 0.25% 0.50%
Other Expenses4 0.18% 0.18% 0.18% 0.18% 0.18% 0.18%
Total Fund Operating Expenses (after
voluntary fee reductions)5 0.25% 0.50% 0.75% 0.25% 0.50% 0.75%
</TABLE>
4
<PAGE> 8
1 Financial Institutions may charge a Customer's (as defined in the
Prospectus) account fees for automatic investment and other cash management
services provided in connection with investment in an Institutional Money Market
Fund. (See "HOW TO PURCHASE AND REDEEM SHARES - Purchases of Shares.")
2 A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a shareholder. (See "HOW TO PURCHASE
AND REDEEM SHARES - Redemption by Telephone.")
3 Absent the voluntary reduction of investment advisory fees, Management
Fees as a percentage of average net assets would be 0.20% for the Class I, Class
II and Class III Shares of the Institutional Prime Obligations Fund and the
Institutional U.S. Treasury Fund.
4 Absent the voluntary reduction of administration fees, Other Expenses
would be 0.20% for Class I Shares of the Institutional Prime Obligations Fund,
0.20% for Class II Shares of the Institutional Prime Obligations Fund, 0.20% for
Class III Shares of the Institutional Prime Obligations Fund, 0.20% for Class I
Shares of the Institutional U.S. Treasury Fund, 0.20% for Class II Shares of the
Institutional U.S. Treasury Fund and 0.20% for Class III Shares of the
Institutional U.S. Treasury Fund. Other Expenses are based on estimated amounts
for the current fiscal year.
5 Absent the voluntary reduction of investment advisory and
administration fees, Total Fund Operating Expenses would be 0.40% for Class I
Shares of the Institutional Prime Obligations Fund , 0.65% for Class II Shares
of the Institutional Prime Obligations Fund, 0.90% for Class III Shares of the
Institutional Prime Obligations Fund, 0.40% for Class I Shares of the
Institutional U.S. Treasury Fund, 0.65% for Class II Shares of the Institutional
U.S. Treasury Fund and 0.90% for Class III Shares of the Institutional U.S.
Treasury Fund.
Example
You would pay the following expenses on a $1,000 investment in a Fund,
assuming (1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
Class I Class II Class III Class I Class II Class III
Shares Shares Shares Shares Shares Shares
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Institutional Prime Obligations Fund $3 $5 $8 $8 $16 $24
Institutional U.S. Treasury Fund $3 $5 $8 $8 $16 $24
</TABLE>
The purpose of the tables above is to assist an investor in a Fund in
understanding the various costs and expenses that an investor in a Fund will
bear directly or indirectly. See "MANAGEMENT OF AMSOUTH MUTUAL FUNDS" for a more
complete discussion of annual operating expenses of the Institutional Money
Market Funds.
THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
5
<PAGE> 9
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Institutional Prime Obligations Fund
and the Institutional U.S. Treasury Fund is to seek current income with
liquidity and stability of principal. Although the Institutional Prime
Obligations Fund and the Institutional U.S. Treasury Fund have the same Advisor
and the same investment objective, their particular portfolio securities and
yield will ordinarily differ due to differences in the types of investments
permitted, cash flow, and the availability of particular portfolio investments.
Market conditions and interest rates may affect the types and yields of
securities held in each Fund. The investment objective of each Institutional
Money Market Fund is fundamental and may not be changed without a vote of the
outstanding Shares of that Fund (as defined below under "GENERAL INFORMATION -
Miscellaneous.") There can be, of course, no assurance that either Institutional
Money Market Fund will achieve its investment objective.
Changes in prevailing interest rates may affect the yield, and possibly
the net asset value, of each Fund. Each of the Institutional Money Market Funds
invests only in those securities and instruments considered by the Advisor to
present minimal credit risks under guidelines established by the Trust's Board
of Trustees. All securities or instruments in which each of the Institutional
Money Market Funds invest have remaining maturities of 397 days or less,
although instruments subject to repurchase agreements may bear longer
maturities. The dollar-weighted average maturity of the securities in each
Institutional Money Market Fund will not exceed 90 days.
The Institutional Prime Obligations Fund invests in U.S.
dollar-denominated, high-quality short-term debt instruments. All securities in
which the Fund invests will be eligible for purchase by a national bank in
accordance with federal law and regulations. Investments will be limited to
those obligations which, at the time of purchase, (i) possess the highest
short-term rating from at least two nationally recognized statistical rating
organizations (an "NRSRO") (for example, commercial paper rated "A-1" by
Standard & Poor's Corporation and "P-1" by Moody's Investors Service, Inc.) or
one NRSRO if only rated by one NRSRO or (ii) do not possess a rating (i.e., are
unrated) but are determined to be of comparable quality to the rated instruments
eligible for purchase by the Fund under the guidelines adopted by the Trustees.
The Statement of Additional Information contains further information concerning
the rating and other requirements governing the Institutional Prime Obligation
Fund's investments, including information relating to the treatment of
securities subject to a tender or demand feature and securities deemed to
possess a rating based on comparable rated securities of the same issuer. The
Statement also identifies the NRSROs that may be utilized by the Advisor with
respect to portfolio investments for the Fund and provides a description of the
relevant ratings assigned by each such NRSRO.
The Institutional Prime Obligations Fund will invest in a variety of
U.S. Treasury obligations, differing in their interest rates, maturities, and
times of issuance, and other
6
<PAGE> 10
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities. Obligations of certain agencies and instrumentalities of the
U.S. government, such as the Government National Mortgage Association and the
Export-Import Bank of the United States, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Student Loan Marketing Association,
are supported by the discretionary authority of the U.S. government to purchase
the agency's obligations; still others, such as those of the Federal Farm Credit
Bank or the Federal Home Loan Mortgage Corporation, are supported only by the
credit of the instrumentality. No assurance can be given that the U.S.
government would provide financial support to U.S. government-sponsored agencies
or instrumentalities if it is not obligated to do so by law. The Institutional
Prime Obligations Fund will invest in the obligations of such agencies or
instrumentalities only when the Advisor believes that the credit risk with
respect thereto is minimal.
The Institutional Prime Obligations Fund may invest in bankers'
acceptances guaranteed by domestic and foreign banks if at the time of
investment the guarantor bank has capital, surplus, and undivided profits in
excess of $100,000,000 (as of the date of its most recently published financial
statements). The Institutional Prime Obligations Fund may invest in certificates
of deposit and demand and time deposits of domestic and foreign banks and
savings and loan associations if (a) at the time of investment the depository
institution has capital, surplus, and undivided profits in excess of
$100,000,000 (as of the date of their most recently published financial
statements) or (b) the principal amount of the instrument is insured in full by
the Federal Deposit Insurance Corporation.
The Institutional Prime Obligations Fund may also invest in Eurodollar
Certificates of Deposits ("ECDs") which are U.S. dollar-denominated certificates
of deposit issued by offices of foreign and domestic banks located outside the
United States; Eurodollar Time Deposits ("ETDs") which are U.S.
dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign
bank; Canadian Time Deposits ("CTDs") which are essentially the same as ETDs
except they are issued by Canadian offices of major Canadian banks; and Yankee
Certificates of Deposit ("Yankee CDs") which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
United States.
The Institutional Prime Obligations Fund will not invest in excess of
10% of its net assets in time deposits, including ETDs and CTDs but not
including certificates of deposit, with maturities in excess of seven days which
are subject to penalties upon early withdrawal.
The Institutional Prime Obligations Fund may invest in commercial paper
(including variable amount master demand notes) issued by U.S. or foreign
corporations. The Institutional Prime Obligations Fund may also invest in
Canadian Commercial Paper ("CCP"), which is commercial paper issued by a
Canadian corporation or a Canadian
7
<PAGE> 11
counterpart of a U.S. corporation, and in Europaper, which is U.S.
dollar-denominated commercial paper of a foreign issuer.
Variable amount master demand notes in which the Institutional Prime
Obligations Fund may invest are unsecured demand notes that permit the
indebtedness thereunder to vary, and that provide for periodic adjustments in
the interest rate according to the terms of the instrument. Because master
demand notes are direct lending arrangements between the Institutional Prime
Obligations Fund and the issuer, they are not normally traded. Although there is
no secondary market in the notes, the Institutional Prime Obligations Fund may
demand payment of principal and accrued interest at any time. While the notes
are not typically rated by credit rating agencies, issuers of variable amount
master demand notes (which are normally manufacturing, retail, financial, and
other business concerns) must satisfy the same criteria as to quality as set
forth above for commercial paper. The Advisor will consider the earning power,
cash flow, and other liquidity ratios of the issuers of such notes and will
continuously monitor their financial status and ability to meet payment on
demand. In determining average weighted portfolio maturity, a variable amount
master demand note will be deemed to have a maturity equal to the period of time
remaining until the principal amount can be recovered from the issuer through
demand. The period of time remaining until the principal amount can be recovered
under a variable master demand note may not exceed seven days.
Investments in ECDs, ETDs, CTDs, Yankee CDs, CCP, and Europaper may
subject the Institutional Prime Obligations Fund to investment risks that differ
in some respects from those related to investments in obligations of U.S.
domestic issuers. Such risks include future adverse political and economic
developments, the possible imposition of foreign withholding taxes on interest
income, possible seizure, currency blockage, nationalization, or expropriation
of foreign deposits, the possible establishment of exchange controls, or the
adoption of other foreign governmental restrictions which might adversely effect
the payment of principal and interest on such obligations. In addition, foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements and to different accounting, auditing, reporting, and
record keeping standards than those applicable to domestic branches of U.S.
banks. The Institutional Prime Obligations Fund will acquire securities issued
by foreign branches of U.S. banks, foreign banks, or other foreign issuers only
when the Advisor believes that the risks associated with such instruments are
minimal and only when such instruments are denominated and payable in U.S.
dollars.
The Institutional Prime Obligations Fund may invest in funding
agreements ("Funding Agreements"), also known as guaranteed investment
contracts, issued by insurance companies. Pursuant to such agreements, the
Institutional Prime Obligations Fund invests an amount of cash with an insurance
company and the insurance company credits such investment on a monthly basis
with guaranteed interest which is based on an index. The Funding Agreements
provide that this guaranteed interest will not be less than a certain minimum
rate. The Funding Agreements provide for adjustment of the interest rate monthly
8
<PAGE> 12
and are considered variable rate instruments. The Institutional Prime
Obligations Fund will only purchase a Funding Agreement (i) when the Advisor has
determined, under guidelines established by the Board of Trustees, that the
Funding Agreement presents minimal credit risks to the Institutional Prime
Obligations Fund and is of comparable quality to instruments that are rated high
quality by an NRSRO that is not an affiliated person, as defined in the
Investment Company Act of 1940, of the issuer, or any insurer, guarantor, or
provider of credit support for the instrument and (ii) if it may receive all
principal of and accrued interest on a Funding Agreement at any time upon thirty
days' written notice. Because the Institutional Prime Obligations Fund may not
receive the principal amount of a Funding Agreement from the insurance company
on seven days' notice or less, the Funding Agreement is considered an illiquid
investment, and, together with other instruments in the Fund which are not
readily marketable, may not exceed 10% of the Fund's net assets. In determining
average weighted portfolio maturity, a Funding Agreement will be deemed to have
a maturity equal to 30 days, representing the period of time remaining until the
principal amount can be recovered through demand.
The Institutional Prime Obligations Fund may invest in the securities
of other money market funds that have similar policies and objectives, invest in
securities of equal or higher short-term ratings, and are in compliance with
Rule 2a-7 under the Investment Company Act of 1940, as amended.
The Institutional Prime Obligations Fund may also invest in short-term
municipal obligations.
ASSET-BACKED SECURITIES
The Institutional Prime Obligations Fund may invest in securities
backed by automobile receivables and credit-card receivables and other
securities backed by other types of receivables.
Offerings of Certificates for Automobile Receivables ("CARS") are
structured either as flow-through grantor trusts or as pay-through notes. CARS
structured as flow-through instruments represent ownership interests in a fixed
pool of receivables. CARS structured as pay-through notes are debt instruments
supported by the cash flows from the underlying assets. CARS may also be
structured as securities with fixed payment schedules which are generally issued
in multiple-classes. Cash-flow from the underlying receivables is directed first
to paying interest and then to retiring principal via paying down the two
respective classes of notes sequentially. Cash-flows on fixed-payment CARS are
certain, while cash-flows on other types of CARS issues depends on the
prepayment rate of the underlying automobile loans. Prepayments of automobile
loans are triggered mainly by automobile sales and trade-ins. Many people buy
new cars every two or three years, leading to rising prepayment rates as a pool
becomes more seasoned.
9
<PAGE> 13
Certificates for Amortizing Revolving Debt ("CARDS") represent
participation in a fixed pool of credit card accounts. CARDS pay "interest only"
for a specified period. The CARDS principal balance remains constant during this
period, while any cardholder repayments or new borrowings flow to the issuer's
participation. Once the principal amortization phase begins, the balance
declines with paydowns on the underlying portfolio. Cash flows on CARDS are
certain during the interest-only period. After this initial interest-only
period, the cash flow will depend on how fast cardholders repay their
borrowings. Historically, monthly cardholder repayment rates have been
relatively fast. As a consequence, CARDS amortize rapidly after the end of the
interest-only period. During this amortization period, the principal payments on
CARDS depend specifically on the method for allocating cardholder repayments to
investors. In many cases, the investor's participation is based on the ratio of
the CARDS' balance to the total credit card portfolio balance. This ratio can be
adjusted monthly or can be based on the balances at the beginning of the
amortization period. In some issues, investors are allocated most of the
repayments, regardless of the CARDS' balance. This method results in especially
fast amortization.
Credit support for asset-backed securities may be based on the
underlying assets or provided by a third party. Credit enhancement techniques
include letters of credit, insurance bonds, limited guarantees (which are
generally provided by the issuer), senior-subordinated structures and over
collateralization. Asset-backed securities purchased by the Institutional Prime
Obligations Fund will be subject to the same quality requirements as other
securities purchased by the Fund.
The Institutional U.S. Treasury Fund invests exclusively in short-term
U.S. dollar-denominated obligations issued by the U.S. Treasury. Such
obligations may include "stripped" U.S. Treasury obligations such as Treasury
Receipts issued by the U.S. Treasury representing either future interest or
principal payments. Stripped Treasury Securities are sold at a deep discount
because the buyer of those securities receives only the right to receive a
future fixed payment on the security and does not receive any rights to periodic
interest payments on the security. These securities may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors. Obligations purchased by the
Institutional U.S. Treasury Fund may be subject to repurchase agreements
collateralized by the underlying U.S. Treasury obligation.
REPURCHASE AGREEMENTS
Securities held by the Institutional Money Market Funds may be subject
to repurchase agreements. If the seller under a repurchase agreement were to
default on its repurchase obligation or become insolvent, an Institutional Money
Market Fund would suffer a loss to the extent that the proceeds from a sale of
the underlying portfolio securities were less than the repurchase price under
the agreement, or to the extent that the disposition of such
10
<PAGE> 14
securities by the Institutional Money Market Fund were delayed pending court
action. Additionally, if the seller should be involved in bankruptcy or
insolvency proceedings, the Institutional Money Market Fund may incur delays and
costs in selling the underlying security or may suffer a loss of principal and
interest if the Institutional Money Market Fund is treated as an unsecured
creditor and required to return the underlying security to the seller's estate.
Except as described below under "Investment Restrictions" there is no aggregate
limitation on the amount of any Institutional Money Market Fund's total assets
that may be invested in instruments which are subject to repurchase agreements.
REVERSE REPURCHASE AGREEMENTS
Each Institutional Money Market Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements in accordance with the
investment restrictions described below. Pursuant to such agreements, an
Institutional Money Market Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase them at a
mutually agreed-upon date and price. Reverse repurchase agreements involve the
risk that the market value of the securities sold by an Institutional Money
Market Fund may decline below the price at which the Institutional Money Market
Fund is obligated to repurchase the securities.
INVESTMENT RESTRICTIONS
Each Institutional Money Market Fund is subject to a number of
investment restrictions that may be changed only by a vote of a majority of the
outstanding Shares of that Fund (see "GENERAL INFORMATION -- Miscellaneous" in
this prospectus).
INSTITUTIONAL PRIME OBLIGATIONS FUND
The Institutional Prime Obligations Fund may not:
1. Purchase securities of any one issuer, other than obligations issued
or guaranteed by the U.S. government or its agencies or instrumentalities if,
immediately after such purchase, more than 5% of the value of the Institutional
Prime Obligations Fund's total assets would be invested in such issuer, except
that 25% or less of the value of the Institutional Prime Obligations Fund's
total assets may be invested without regard to such 5% limitation. There is no
limit to the percentage of assets that may be invested in U.S. Treasury bills,
notes, or other obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities.
2. Purchase any securities which would cause more than 25% of the value
of the Institutional Prime Obligations Fund's total assets at the time of
purchase to be invested in securities of one or more issuers conducting their
principal business activities in the same
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<PAGE> 15
industry, provided that (a) there is no limitation with respect to obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities, bank certificates of deposit or bankers' acceptances issued
by a domestic bank or by a U.S. branch of a foreign bank provided that such U.S.
branch is subject to the same regulation as U.S. banks, and repurchase
agreements secured by bank instruments or obligations of the U.S. government or
its agencies or instrumentalities; (b) wholly owned finance companies will be
considered to be in the industries of their parents if their activities are
primarily related to financing the activities of their parents; and (c)
utilities will be divided according to their services. For example, gas, gas
transmission, electric and gas, electric, and telephone will each be considered
a separate industry.
INSTITUTIONAL U.S. TREASURY FUND
The Institutional U.S. Treasury Fund may not purchase securities other
than bills, notes, and bonds issued by the U.S. Treasury, certain of which
securities may be subject to repurchase agreements collateralized by the
underlying U.S. Treasury obligation.
Institutional Prime Obligations Fund and Institutional U.S. Treasury Fund
The Institutional Prime Obligations Fund and the Institutional U.S.
Treasury Fund may not:
1. Borrow money or issue senior securities, except that each
Institutional Money Market Fund may borrow from banks or enter into reverse
repurchase agreements for temporary purposes in amounts up to 10% of the value
of its total assets at the time of such borrowing; or mortgage, pledge, or
hypothecate any assets, except in connection with any such borrowing and in
amounts not in excess of the lesser of the dollar amounts borrowed or 10% of the
value of the Fund's total assets at the time of its borrowing. An Institutional
Money Market Fund will not purchase securities while its borrowings (including
reverse repurchase agreements) exceed 5% of its total assets.
2. Make loans, except that each Institutional Money Market Fund may
purchase or hold debt instruments in accordance with its investment objective
and policies, may lend portfolio securities in accordance with its investment
objective and policies, and may enter into repurchase agreements.
VALUATION OF SHARES
The net asset value of the Institutional Prime Obligations Fund and the
Institutional U.S. Treasury Fund is determined and its Shares are priced as of
2:00 p.m. and 4:00 p.m., Eastern time (the "Valuation Times") on each Business
Day of such Fund. As used herein
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<PAGE> 16
a "Business Day" constitutes any day on which the New York Stock Exchange (the
"NYSE") is open for trading and the Federal Reserve Bank of Atlanta is open,
except days on which there are not sufficient changes in the value of the Fund's
portfolio securities that the Fund's net asset value might be materially
affected, or days during which no Shares are tendered for redemption and no
orders to purchase Shares are received. Currently, either the NYSE or the
Federal Reserve Bank of Atlanta is closed on the customary national business
holidays of New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day,
Thanksgiving Day and Christmas Day. Net asset value per Share for purposes of
pricing sales and redemptions is calculated by dividing the value of all
securities and other assets belonging to an Institutional Money Market Fund,
less the liabilities charged to that Class, by the number of the outstanding
Shares of that Class.
The assets in each Institutional Money Market Fund are valued based
upon the amortized cost method. Pursuant to rules and regulations of the
Securities and Exchange Commission regarding the use of the amortized cost
method, each Institutional Money Market Fund will maintain a dollar-weighted
average portfolio maturity of 90 days or less. Although the Trust seeks to
maintain each Institutional Money Market Fund's net asset value per share at
$1.00, there can be no assurance that net asset value will not vary.
HOW TO PURCHASE AND REDEEM SHARES
DISTRIBUTOR
Shares of the Institutional Money Market Funds are sold on a continuous
basis by the Trust's distributor, BISYS Fund Services (the "Distributor"). The
principal office of the Distributor is 3435 Stelzer Road, Columbus, Ohio 43219.
If you wish to purchase Shares, contact the Trust at (800) 451-8382.
Each Institutional Money Market Fund offers three classes of Shares:
Class I Shares, Class II Shares and Class III Shares. The three classes of
Shares of a particular Fund represent interests in the same investments and are
identical in all respects except that (i) Class II Shares and Class III Shares
bear the expense of a fee under the Trust's Distribution and Shareholder
Services Plan (the "Distribution Plan"), which will cause Class II Shares and
Class III Shares to have higher expense ratios and to pay lower dividends than
those of the Class I Shares, and (ii) Class II Shares and Class III Shares have
certain exclusive voting rights with respect to the Distribution Plan.
Class I Shares require a minimum initial investment of $3 million and
are offered to (i) Customers for whom AmSouth acts in a fiduciary, advisory,
custodial, agency , or similar capacity, and (ii) fiduciary Customers of other
Financial Institutions approved by the Distributor. Class II Shares and Class
III Shares are offered as a cash sweep vehicle
13
<PAGE> 17
to institutional or corporate Customers of AmSouth and of other Financial
Institutions approved by the Distributor.
PURCHASES OF SHARES
Shares of the Institutional Money Market Funds may be purchased through
procedures established by the Distributor in connection with requirements of
qualified accounts maintained by or on behalf of certain persons ("Customers")
by AmSouth or by a financial institution that provides certain administrative
support services for their customers or accountholders (collectively, "Financial
Institutions"). These procedures may include instructions under which a
Customer's account is "swept" automatically no less frequently than weekly and
amounts in excess of a minimum amount agreed upon by Financial Institutions and
their Customers are invested by the Distributor in Shares of an Institutional
Money Market Fund. This Prospectus should be read in conjunction with
information received from the Financial Institutions.
Shares of the Institutional Money Market Funds sold to Financial
Institutions acting in a fiduciary, advisory, custodial, agency, or similar
capacity on behalf of Customers will normally be held of record by Financial
Institutions. With respect to Shares so sold, it is the responsibility of the
particular Financial Institution to transmit purchase or redemption orders to
the Distributor and to deliver federal funds for purchase on a timely basis.
Beneficial ownership of the Shares will be recorded by the Financial Institution
and reflected in the account statements provided by Financial Institutions to
Customers.
There is no sales charge imposed by the Trust in connection with the
purchase of Shares of an Institutional Money Market Fund.
Shares of the Institutional Money Market Funds are purchased at the
appropriate net asset value per Share (see "VALUATION OF SHARES") next
determined after receipt by the Distributor of an order in good form to purchase
Shares. An order to purchase Shares will be deemed to have been received by the
Distributor only when federal funds with respect thereto are available to the
Trust's custodian for investment. Federal funds are monies credited to a bank's
account within a Federal Reserve Bank. Payment for an order to purchase Shares
which is transmitted by federal funds wire will be available the same day for
investment by the Trust's custodian, if received prior to the last Valuation
Time (see "VALUATION OF SHARES"). Payments transmitted by other means (such as
by check drawn on a member of the Federal Reserve System) will normally be
converted into federal funds within two banking days after receipt. The Trust
strongly recommends that investors use federal funds to purchase Shares.
Each Institutional Money Market Fund has been divided into three
classes of Shares: Class I Shares, Class II Shares and Class III Shares. Class I
Shares require a minimum initial investment of $3 million and are offered to (i)
Customers for whom AmSouth acts in a fiduciary, advisory, custodial, agency, or
similar capacity, and (ii)
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<PAGE> 18
fiduciary Customers of other Financial Institutions approved by the Distributor;
there is no minimum investment amount for subsequent purchases.
There is no limitation on the amount of Shares that may be purchased.
Purchases of Shares of an Institutional Money Market Fund will be
effected only on a Business Day (as defined in "VALUATION OF SHARES") of such
Institutional Money Market Fund. An order received prior to a Valuation Time on
any Business Day will be executed at the net asset value determined as of the
next Valuation Time on the date of receipt. An order received after the last
Valuation Time on any Business Day will be executed at the net asset value
determined as of the next Valuation Time on the next Business Day. Shares of an
Institutional Money Market Fund purchased before 2:00 p.m., Eastern time, begin
earning dividends on the same Business Day. All Shares of an Institutional Money
Market Fund continue to earn dividends through the day before their redemption.
Every Shareholder will receive a confirmation of each new transaction
in his or her account, which will also show the total number of Shares of the
particular Fund owned by the Shareholder. In the case of Shares held of record
by Financial Institutions but beneficially owned by a Customer, confirmations of
purchases, exchanges, and redemptions of Shares by a Financial Institution will
be sent to the Customer by the Financial Institution. Shareholders may rely on
these statements in lieu of certificates. Certificates representing Shares will
not be issued.
EXCHANGE PRIVILEGE
Shares of an Institutional Money Market Fund may be exchanged for
Shares of the same Class of the other Institutional Money Market Fund. Shares of
an Institutional Money Market Fund may not be exchanged for Premier Shares,
Classic Shares or Class B Shares of the other AmSouth Mutual Funds.
ADDITIONAL INFORMATION ABOUT EXCHANGES
An exchange from one Fund to another Fund is considered to be a taxable
event for federal income tax purposes on which a Shareholder may realize a
capital gain or loss. Exchange Privileges may be exercised only in those states
where Shares may legally be sold, and may be amended or terminated at any time
upon sixty (60) days' prior notice to Shareholders.
The Exchange Privilege is not intended to afford shareholders a way to
speculate on short-term movements in the market. Excessive exchange transactions
may potentially disrupt
15
<PAGE> 19
the management of the Trust and increase transaction costs. Accordingly, in
order to prevent excessive use of the Exchange Privilege, the Trust has
established a policy of prohibiting excessive exchange activity. Exchange
activity will not be deemed excessive if limited to four substantive exchange
redemptions from a Fund during a calendar year.
REDEMPTION OF SHARES
Shareholders may redeem their Shares without charge, on any day that
net asset value is calculated (see "VALUATION OF SHARES"). Shares may ordinarily
be redeemed by mail or by telephone. However, all or part of a Customer's Shares
may be redeemed in accordance with instructions and limitations pertaining to
his or her account at a Financial Institution. For example, if a Customer has
agreed with a Financial Institution to maintain a minimum balance in his or her
account with the Financial Institution, and the balance in that account falls
below that minimum, the Customer may be obliged to redeem, or the Financial
Institution may redeem for and on behalf of the Customer, all or part of the
Customer's Shares of a Fund of the Trust to the extent necessary to maintain the
required minimum balance.
REDEMPTION BY MAIL
A written request for redemption must be received by the Transfer
Agent, at AmSouth Mutual Funds, 3435 Stelzer Road, Columbus, OH 43219, in order
to constitute a valid tender for redemption. The Transfer Agent will require a
signature guarantee by an eligible guarantor institution. For purposes of this
policy, the term "eligible guarantor institution" shall include banks, brokers,
dealers, credit unions, securities exchanges and associations, clearing agencies
and savings associations as those terms are defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. The Transfer Agent reserves the right to reject
any signature guarantee if (1) it has reason to believe that the signature is
not genuine, (2) it has reason to believe that the transaction would otherwise
be improper, or (3) the guarantor institution is a broker or dealer that is
neither a member of a clearing corporation nor maintains net capital of at least
$100,000. The signature guarantee requirement will be waived if the following
conditions apply: (1) the redemption check is payable to the Shareholder(s) of
record; and (2) the redemption check is mailed to the Shareholder(s) at the
address of record or the proceeds are either mailed or wired to a previously
designated bank account. There is no charge for having redemption requests
mailed to a designated bank account.
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<PAGE> 20
REDEMPTION BY TELEPHONE
A Shareholder may have the payment of redemption requests wired or
mailed directly to a domestic financial institution account previously
designated by the Shareholder on the Account Registration Form. Under most
circumstances, such payments will be transmitted on the next Business Day
following the receipt of a valid request for redemption. Wire redemption
requests may be made by the Shareholder by telephone to the Transfer Agent. The
wire redemption charge is currently $7.00, however, such charge may be reduced
by the Transfer Agent. There is no charge for having payment of redemption
requests mailed or sent via the Automated Clearing House to a designated bank
account. For telephone redemptions, call the Trust at (800) 451-8382. The Trust
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine; if these procedures are not followed, the Trust may be
liable for any losses due to unauthorized or fraudulent instructions. These
procedures include recording all phone conversations, sending confirmations to
Shareholders within 72 hours of the telephone transaction, verifying the account
name and a shareholder's account number or tax identification number and sending
redemption proceeds only to the address of record or to a previously authorized
account.
During periods of significant economic or market change, telephone
redemptions may be difficult to complete. If a Shareholder is unable to contact
the Distributor by telephone, a Shareholder may also mail the redemption request
to the Distributor at the address listed above under "HOW TO PURCHASE AND REDEEM
SHARES--Redemption by Mail."
PAYMENTS TO SHAREHOLDERS
Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made within seven
days after receipt by the Transfer Agent of the request for redemption. However,
to the greatest extent possible, the Trust will attempt to honor requests from
Shareholders for same day payments upon redemption of Shares if the request for
redemption is received by the Transfer Agent before 2:00 p.m., Eastern time, on
a Business Day or, if the request for redemption is received after 2:00 p.m.,
Eastern time, to honor requests for payment on the next Business Day, unless it
would be disadvantageous to the Trust or the Shareholders of the particular
Institutional Money Market Fund to sell or liquidate portfolio securities in an
amount sufficient to satisfy requests for payments in that manner.
At various times, the Trust may be requested to redeem Shares for which
it has not yet received good payment. In such circumstances, the Trust may delay
the forwarding of proceeds only until payment has been collected for the
purchase of such Shares which may take up to 15 days or more. To avoid delay in
payment upon redemption shortly after
17
<PAGE> 21
purchasing Shares, investors should purchase Shares by certified or bank check
or by wire transfer. The Trust intends to pay cash for all Shares redeemed, but
under abnormal conditions which make payment in cash unwise, the Trust may make
payment wholly or partly in portfolio securities at their then market value
equal to the redemption price. In such cases, an investor may incur brokerage
costs in converting such securities to cash.
The Trust reserves the right to convert, at net asset value, Class I
Shares of any Shareholder to Premier Shares if, because of redemptions of Shares
by or on behalf of the Shareholder, the account of such Shareholder in Class I
Shares of an Institutional Money Market Fund has a value of less than $3
million. Accordingly, an investor purchasing Class I Shares of an Institutional
Money Market Fund in only the minimum investment amount may be subject to such
involuntary conversion to Premier Shares of a Money Market Fund if he or she
thereafter redeems some of his or her Shares. Before the Trust exercises its
right to convert Class I Shares to Premier Shares, the Shareholder will be given
notice that the value of the Class I Shares in his or her account is less than
the minimum amount and the Shareholder will be allowed 60 days to make an
additional investment in an amount which will increase the value of the account
to at least $3 million.
See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION" and "VALUATION -
Valuation of the Institutional Money Market Funds" in the Statement of
Additional Information for examples of when the Trust may suspend the right of
redemption or redeem Shares involuntarily if it appears appropriate to do so in
light of the Trust's responsibilities under the Investment Company Act of 1940,
as amended.
DIVIDENDS AND TAXES
The net income of each Institutional Money Market Fund is declared
daily as a dividend to Shareholders of record at the close of business on the
day of declaration. Dividends will generally be paid monthly. Distributable net
capital gains (if any) will be distributed at least annually. A Shareholder will
automatically receive all income dividends and capital gains distributions in
additional full and fractional Shares of the same class at net asset value as of
the date of payment unless the Shareholder elects to receive such dividends or
distributions in cash. Reinvested dividends receive the same tax treatment as
dividends paid in cash. Such election, or any revocation thereof, must be made
in writing to the Transfer Agent at P.O. Box 182733, Columbus, Ohio 43218-2733,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Dividends are paid in cash
not later than seven Business Days after a Shareholder's complete redemption of
his or her Shares. Dividends are generally taxable when received. However,
dividends declared in October, November, or December to Shareholders of record
during those months and paid during the following January are treated for tax
purposes as if they were received by each Shareholder on December 31 of the
prior year.
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<PAGE> 22
Each Institutional Money Market Fund will be treated as a separate
entity for federal income tax purposes. Each Institutional Money Market Fund
intends to qualify for treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). If qualified, an
Institutional Money Market Fund will not have to pay federal taxes on amounts it
distributes to Shareholders. Regulated investment companies are subject to a
federal excise tax if they do not distribute their income on a timely basis.
Each Institutional Money Market Fund intends to avoid paying federal income and
excise taxes by timely distributing all its net income and substantially all its
net capital gain income. Shareholders will be advised at least annually as to
the character for federal income tax purposes of distributions made during the
year.
The amount of dividends payable with respect to Class I Shares will
exceed dividends on Class II Shares, and the amount of dividends on Class II
Shares will exceed the dividends on Class III Shares, as a result of the
Distribution and Shareholder Services Plan fee of 0.25% applicable to Class II
Shares and of 0.50% applicable to Class III Shares.
Dividends will generally be taxable to a Shareholder as ordinary income
to the extent of the Shareholder's ratable share of each Fund's earnings and
profits as determined for tax purposes. Because all of the net investment income
of each Institutional Money Market Fund is expected to be interest income, it is
anticipated that no distributions will qualify for the dividends received
deduction for corporate shareholders. The Institutional Money Market Funds do
not expect to realize any long-term capital gains and, therefore, do not foresee
paying any "capital gains dividends" as described in the Code. Dividends
received by a Shareholder that are derived from the Institutional U.S. Treasury
Fund's investments in U.S. government obligations may not be eligible for
exemption from state and local taxes even though the income on such investments
would have been exempt from state and local taxes if the Shareholder directly
held such investments. In addition, the state and local tax exemption for
interest earned on U.S. government obligations may not extend to income earned
on U.S. government obligations that are subject to a repurchase agreement.
Shareholders are advised to consult their own tax advisors concerning their own
tax situation and the application of state and local taxes.
Additional information regarding federal taxes is contained in the
Statement of Additional Information under "ADDITIONAL PURCHASE AND REDEMPTION
INFORMATION - Additional Tax Information."
The foregoing discussion is limited to federal income tax consequences
and is based on tax laws and regulations which are in effect as of the date of
this Prospectus; such laws and regulations may be changed by legislative or
administrative actions. The foregoing is also intended only as a brief summary
of some of the important tax considerations generally
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<PAGE> 23
affecting the Institutional Money Market Funds and Shareholders. Potential
investors are urged to consult their tax advisors concerning their own tax
situations and concerning the application of state and local taxes which may
differ from the federal income tax consequences described above.
MANAGEMENT OF AMSOUTH MUTUAL FUNDS
TRUSTEES OF THE TRUST
Overall responsibility for management of the Trust rests with the Board
of Trustees of the Trust, who are elected by the Shareholders of the Trust.
There are currently six Trustees, two of whom are "interested persons" of the
Trust within the meaning of that term under the Investment Company Act of 1940,
as amended. The Trustees, in turn, elect the officers of the Trust to supervise
actively its day-to-day operations. The Trustees of the Trust, their current
addresses, and principal occupations during the past five years are as follows
(if no address is listed, the address is 3435 Stelzer Road, Columbus, Ohio
43219):
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation
Name and Address With the Trust During the Past 5 Years
- ---------------- -------------- -----------------------
<S> <C> <C>
George R. Landreth* Chairman From December 1992 to present,
BISYS Fund Services employee of BISYS Fund Services,
3435 Stelzer Road Limited Partnership; from July
Columbus, Ohio 43219 1991 to December 1992, employee of PNC
Financial Corp.; from October 1984 to
July 1991, employee of The Central Trust
Co., N.A.
Dick D. Briggs, Jr., M.D. Trustee From September 1989 to present,
459 DER Building Emeritus Professor and Eminent Scholar Chair,
1808 7th Avenue South Univ. of Alabama at Birmingham; from October
UAB Medical Center 1979 to present, Physician, University of
Birmingham, Alabama 35294 Alabama Health Services Foundation; from 1981 to
1995, Professor and Vice Chairman, Department of
Medicine, University of Alabama at Birmingham
School of Medicine; from June 1988 to October
1992, President, Chief Executive Officer and
Medical Director, University of Alabama Health
Services Foundation
</TABLE>
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<PAGE> 24
<TABLE>
<CAPTION>
<S> <C> <C>
Wendell D. Cleaver Trustee From September, 1993 to present,
209 Lakewood Drive, West retired; from December 1988 to
Mobile, Alabama 36608 August, 1993, Executive Vice
President, Chief Operating Officer
and Director, Mobile Gas Service
Corporation
J. David Huber* Trustee From June 1987 to present,
BISYS Fund Services employee of BISYS Fund Services,
3435 Stelzer Road Limited Partnership
Columbus, Ohio 43219
Homer H. Turner, Jr. Trustee From June 1991 to present, retired; until
751 Cary Drive June 1991, Vice President, Birmingham
Auburn, Alabama 36830-2505 Division, Alabama Power Company
James H. Woodward, Jr. Trustee From 1996 to present, Trustee, The
The University of North Sessions Group; from July 1989 to
Carolina at Charlotte present, Chancellor, The
Charlotte, North Carolina 28223 University of North Carolina at
Charlotte; from April 1997 to
present, Trustee BISYS Variable
Insurance Funds; from August 1984
to July 1989, Senior Vice
President, University College,
University of Alabama at
Birmingham
</TABLE>
- ---------------------
* Indicates an "interested person" of the Trust as defined in the
Investment Company Act of 1940, as amended.
The Trustees receive fees and are reimbursed for expenses in connection
with each meeting of the Board of Trustees they attend. However, no officer or
employee of BISYS Fund Services, or BISYS Fund Services, Inc. receives any
compensation from the Trust for acting as a Trustee. The officers of the Trust
(see the Statement of Additional Information) receive no compensation directly
from the Trust for performing the duties of their offices. BISYS Fund Services
receives fees from the Trust for acting as Administrator and BISYS Fund
Services, Inc. receives fees from the Trust for acting as Transfer Agent for and
providing fund accounting services to the Trust. Messrs. Landreth and Huber are
executive officers and employees of BISYS Fund Services.
INVESTMENT ADVISOR
AmSouth is the Advisor of each Fund of the Trust. AmSouth is the bank
affiliate of AmSouth Bancorporation, one of the largest banking institutions
headquartered in the mid-
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<PAGE> 25
south region. AmSouth Bancorporation reported assets as of March 31, 1998 of
$19.4 billion and operated 270 banking offices in Alabama, Florida, Georgia and
Tennessee. AmSouth has provided investment management services through its Trust
Investment Department since 1915. As of March 31, 1998, AmSouth and its
affiliates had over $8.7 billion in assets under discretionary management and
provided custody services for an additional $21.6 billion in securities. AmSouth
is the largest provider of trust services in Alabama 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.
Subject to the general supervision of the Trust's Board of Trustees and
in accordance with the respective investment objectives and restrictions of the
Institutional Money Market Funds, the Advisor manages the Institutional Money
Market Funds, makes decisions with respect to and places orders for all
purchases and sales of their investment securities, and maintains their records
relating to such purchases and sales.
Under an investment advisory agreement between the Trust and the
Advisor, the fee payable to the Advisor by each Institutional Money Market Fund
for investment advisory services is the lesser of (a) a fee computed daily and
paid monthly at the annual rate of twenty one-hundredths of one percent (0.20%)
of such Institutional Money Market Fund's average daily net assets or (b) such
fee as may from time to time be agreed upon in writing by the Trust and the
Advisor. A fee agreed to in writing from time to time by the Trust and the
Advisor may be significantly lower than the fee calculated at the annual rate
and the effect of such lower fee would be to lower an Institutional Money Market
Fund's expenses and increase the net income of the Fund during the period when
such lower fee is in effect.
ADMINISTRATOR
ASO Services Company ("ASO") is the administrator for each Fund of the
Trust (the "Administrator"). ASO is a wholly owned subsidiary of BISYS. BISYS is
a subsidiary of The BISYS Group, Inc., 150 Clove Road, Little Falls, New Jersey
07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and recordkeeping services to and through
banking and other financial organizations.
The Administrator generally assists in all aspects of the Institutional
Money Market Funds' administration and operation. Under a management and
administration agreement between the Trust and the Administrator, the fee
payable by each Institutional Money Market Fund to the Administrator for
administration services is the lesser of (a) a fee computed at the annual rate
of ten one-hundredths of one percent (0.10%) of such Institutional Money Market
Fund's average daily net assets or (b) such fee as may from time to time be
agreed upon by the Trust and the Administrator. A fee agreed to from time to
time by the Trust and the Administrator may be significantly lower than the fee
calculated at the annual rate and the
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<PAGE> 26
effect of such lower fee would be to lower an Institutional Money Market Fund's
expenses and increase the net income of the Fund during the period when such
lower fee is in effect.
SUB-ADMINISTRATORS
AmSouth serves as a Sub-Administrator to the Trust. Pursuant to its
current agreement with the Administrator, the Sub-Administrator has assumed
certain of the Administrator's duties, for which the Sub-Administrator receives
a fee, paid by the Administrator, calculated at an annual rate of up to ten
one-hundredths of one percent (0.10%) of each Institutional Money Market Fund's
average daily net assets.
BISYS Fund Services serves as a Sub-Administrator to the Trust.
Pursuant to its agreement with the Administrator, BISYS is entitled to
compensation as mutually agreed from time to time by it and the Administrator.
DISTRIBUTOR
BISYS Fund Services acts as the Trust's principal underwriter and
distributor (the "Distributor") pursuant to a Distribution Agreement under which
shares are sold on a continuous basis.
Under the Trust's Distribution and Shareholder Services Plan (the
"Distribution Plan"), Class II Shares of a Fund will pay a monthly distribution
fee to the Distributor as compensation for its services in connection with the
Distribution Plan at an annual rate equal to twenty-five one-hundredths of one
percent (0.25%) of the average daily net assets of Class II Shares of each Fund;
Class III Shares of a Fund will pay a monthly distribution fee to the
Distributor as compensation for its services in connection with the Distribution
Plan at an annual rate equal to fifty one-hundredths of one percent (0.50%) of
the average daily net assets of the Class III Shares of each Fund. The
Distributor may periodically waive all or a portion of the fee with respect to a
Fund in order to increase the net investment income of the Fund available for
distribution as dividends. The Distributor may apply the Class II or Class III
Share Fee toward the following: (i) compensation for its services or expenses in
connection with distribution assistance with respect to such Fund's Class II or
Class III Shares; (ii) payments to financial institutions and intermediaries
(such as banks, savings and loan associations, insurance companies, and
investment counselors) as brokerage commissions in connection with the sale of
such Fund's Class II or Class III Shares; and (iii) payments to financial
institutions and intermediaries (such as banks, savings and loan associations,
insurance companies, and investment counselors), broker-dealers, and the
Distributor's affiliates and subsidiaries as compensation for services and/or
reimbursement
23
<PAGE> 27
of expenses incurred in connection with distribution or shareholder services
with respect to such Fund's Class II or Class III Shares.
All payments by the Distributor for distribution assistance or
shareholder services under the Distribution Plan will be made pursuant to an
agreement (a "Servicing Agreement") between the Distributor and such bank, other
financial institution or intermediary, broker-dealer, or affiliate or subsidiary
of the Distributor (hereinafter referred to individually as "Participating
Organizations"). A Servicing Agreement will relate to the provision of
distribution assistance in connection with the distribution of a Fund's Class II
Shares or Class III Shares to the Participating Organization's customers on
whose behalf the investment in such Shares is made and/or to the provision of
shareholder services to the Participating Organization's customers owning a
Fund's Class II Shares or Class III Shares. Under the Distribution Plan, a
Participating Organization may include AmSouth or a subsidiary bank or nonbank
affiliates, or the subsidiaries or affiliates of those banks. A Servicing
Agreement entered into with a bank (or any of its subsidiaries or affiliates)
will contain a representation that the bank (or subsidiary or affiliate)
believes that it possesses the legal authority to perform the services
contemplated by the Servicing Agreement without violation of applicable banking
laws (including the Glass-Steagall Act) and regulations.
The distribution fee will be payable without regard to whether the
amount of the fee is more or less than the actual expenses incurred in a
particular year by the Distributor in connection with distribution assistance or
shareholder services rendered by the Distributor itself or incurred by the
Distributor pursuant to the Servicing Agreements entered into under the
Distribution Plan. If the amount of the distribution fee is greater than the
Distributor's actual expenses incurred in a particular year (and the Distributor
does not waive that portion of the distribution fee), the Distributor will
realize a profit in that year from the distribution fee. If the amount of the
distribution fee is less than the Distributor's actual expenses incurred in a
particular year, the Distributor will realize a loss in that year under the
Distribution Plan and will not recover from a Fund the excess of expenses for
the year over the distribution fee, unless actual expenses incurred in a later
year in which the Distribution Plan remains in effect were less than the
distribution fee paid in that later year.
The Glass-Steagall Act and other applicable laws prohibit banks
generally from engaging in the business of underwriting securities, but in
general do not prohibit banks from purchasing securities as agent for and upon
the order of customers. Accordingly, the Trust will require banks acting as
Participating Organizations to provide only those services which, in the banks'
opinion, are consistent with the then current legal requirements. It is
possible, however, that future legislative, judicial or administrative action
affecting the securities activities of banks will cause the Trust to alter or
discontinue its arrangements with banks that act as Participating Organizations,
or change its method of operations. It is not anticipated, however, that any
change in a Fund's method of operations would affect its net asset value per
share or result in financial loss to any customer.
24
<PAGE> 28
EXPENSES
AmSouth and the Administrator each bear all expenses in connection with
the performance of their services as Advisor and Administrator, respectively,
other than the cost of securities (including brokerage commissions, if any)
purchased for an Institutional Money Market Fund. No Institutional Money Market
Fund will bear, directly or indirectly, the cost of any activity primarily
intended to result in the distribution of Shares of such Institutional Money
Market Fund; such costs will be borne by the Distributor.
As a general matter, expenses are allocated to the Class I Shares,
Class II Shares and Class III Shares of a Fund on the basis of the relative net
asset value of each class. At present, the only expenses that will be borne
solely by Class II Shares and Class III Shares other than in accordance with the
relative net asset value of the class, are expenses under the Trust's
Distribution Plan which relates only to the Class II Shares and Class III
Shares.
BANKING LAWS
AmSouth believes that it possesses the legal authority to perform the
investment advisory services for the Institutional Money Market Funds
contemplated by its investment advisory agreement with the Trust and described
in this Prospectus without violation of applicable banking laws and regulations,
and has so represented in its investment advisory agreement with the Trust.
Future changes in federal or state statutes and regulations relating to
permissible activities of banks or bank holding companies and their subsidiaries
and affiliates as well as further judicial or administrative decisions or
interpretations of present and future statutes and regulations could change the
manner in which AmSouth could continue to perform such services for the Trust.
See "MANAGEMENT OF THE TRUST - Glass Steagall Act" in the Statement of
Additional Information for further discussion of applicable banking laws and
regulations.
GENERAL INFORMATION
DESCRIPTION OF THE TRUST AND ITS SHARES
The Trust was organized as a Massachusetts business trust on October 1,
1987. The Trust has an unlimited number of authorized shares of beneficial
interest which may, without shareholder approval, be divided into an unlimited
number of series of such shares, and which are presently divided into sixteen
series of shares, one for each of the following Funds: the AmSouth Institutional
Prime Obligations Fund, the AmSouth Institutional U.S. Treasury Fund, the
AmSouth Prime Obligations Fund, the AmSouth U.S. Treasury Fund,
25
<PAGE> 29
the AmSouth Tax Exempt Fund, the AmSouth Equity Fund, the AmSouth Regional
Equity Fund, the AmSouth Bond Fund, the AmSouth Municipal Bond Fund, the AmSouth
Limited Maturity Fund, the AmSouth Balanced Fund, the AmSouth Government Income
Fund, the AmSouth Florida Tax-Free Fund, the AmSouth Capital Growth Fund, the
AmSouth Small Cap Fund, and the AmSouth Equity Income Fund. Each Fund, except
the AmSouth Florida Tax-Free Fund, is a diversified fund under the Investment
Company Act of 1940, as amended. Each Fund has authorized three classes of
Shares: Premier, Classic and Class B Shares, except for the AmSouth
Institutional Prime Obligations Fund, the AmSouth Institutional U.S. Treasury
Fund, the AmSouth U.S. Treasury Fund and the AmSouth Tax-Exempt Fund. The
AmSouth U.S. Treasury Fund and the AmSouth Tax-Exempt Fund have authorized two
classes of Shares: Premier and Classic Shares. However, Class B Shares are not
currently offered in the AmSouth Limited Maturity Fund, the AmSouth Government
Income Fund, the AmSouth Florida Tax-Free Fund, and the AmSouth Municipal Bond
Fund. The AmSouth Institutional Prime Obligations Fund and the AmSouth
Institutional U.S. Treasury Fund have authorized three classes of Shares: Class
I Shares, Class II Shares and Class III Shares. Each Share represents an equal
proportionate interest in a Fund with other Shares of the same series, and is
entitled to such dividends and distributions out of the income earned on the
assets belonging to that Fund as are declared at the discretion of the Trustees
(see "Miscellaneous" below).
Shares of the Trust are entitled to one vote per share (with
proportional voting for fractional shares) on such matters as Shareholders are
entitled to vote. Shareholders vote in the aggregate and not by series or class
on all matters except (i) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual series or class, (ii) when the
Trustees have determined that the matter affects only the interests of one or
more series or class, (iii) when matters pertain to the Shareholder Servicing
Plan, and (iv) when matters pertain to the Distribution Plan.
Overall responsibility for the management of the Trust is vested in the
Board of Trustees. See "MANAGEMENT OF AmSouth Mutual Funds - Trustees of the
Trust." Individual Trustees are elected by the Shareholders and may be removed
by the Board of Trustees or Shareholders at a meeting held for such purpose in
accordance with the provisions of the Declaration of Trust and the By-laws of
the Trust and Massachusetts law. See "ADDITIONAL INFORMATION - Miscellaneous" in
the Statement of Additional Information for further information.
CUSTODIAN
AmSouth serves as custodian for the Trust ("Custodian"). Pursuant to
the Custodian Agreement with the Trust, the Custodian receives compensation from
each Fund for such services in an amount equal to an asset-based fee.
26
<PAGE> 30
TRANSFER AGENT AND FUND ACCOUNTING
BISYS Fund Services, Inc. serves as transfer agent for and provides
fund accounting services to the Trust.
PERFORMANCE INFORMATION
From time to time, the Institutional Money Market Funds' annualized
"yield" and "effective yield" and total return may be presented in
advertisements and sales literature.
The "yield" of an Institutional Money Market Fund is based upon the
income earned by the Institutional Money Market Fund over a seven-day period and
then annualized, i.e. the income earned in the period is assumed to be earned
every seven days over a 52-week period and is stated as a percentage of the
investment. The "effective yield" of an Institutional Money Market Fund is
calculated similarly but when annualized, the income earned by the investment is
assumed to be reinvested in Shares of the Fund and thus compounded in the course
of a 52-week period. The effective yield will be higher than the yield because
of the compounding effect of this assumed reinvestment.
Total return is calculated for the past year, five years (if
applicable) and the period since the establishment of an Institutional Money
Market Fund. Average annual total return is measured by comparing the value of
an investment in an Institutional Money Market Fund at the beginning of the
relevant period to the redemption value of the investment at the end of the
period (assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized.
Yield, effective yield, tax-equivalent yield and total return will be
calculated separately for each Class of Shares. The yield and total return for
Class I Shares will be higher than that of the Class II Shares for the same
period as a result of the Distribution and Shareholder Services Plan fee of
0.25% applicable to Class II Shares. The yield and total return for Class II
Shares will be higher than that of the Class III Shares for the same period as a
result of the Distribution and Shareholder Services Plan fee of 0.25% applicable
to Class II Shares and 0.50% applicable to Class III Shares.
Investors may also judge the performance of each Institutional Money
Market Fund by comparing its performance to the performance of other mutual
funds with comparable investment objectives and policies through various mutual
fund or market indices and data such as that provided by Lipper Analytical
Services, Inc. and Donoghue's MONEY FUND REPORT. Comparisons may also be made to
indices or data published in Money Magazine,
27
<PAGE> 31
Forbes, Barron's, The Wall Street Journal, The New York Times, Business Week,
American Banker, Fortune, Institutional Investor, Ibbotson Associates, Inc.,
Morningstar, Inc., CDA/Wiesenberger, Pensions and Investments, U.S.A. Today and
local newspapers and periodicals. In addition to performance information,
general information about these Funds that appears in a publication such as
those mentioned above may be included in advertisements, sales literature and in
reports to Shareholders. Additional performance information is contained in the
Trust's Annual Report, which is available free of charge by calling the number
on the front page of the Prospectus.
Information about performance of an Institutional Money Market Fund is
based on the Institutional Money Market Fund's record up to a certain date and
is not intended to indicate future performance. Yield and total return of any
investment is generally a function of portfolio quality and maturity, type of
investments and operating expenses. Yields and total return of each
Institutional Money Market Fund will fluctuate. Any fees charged by the
Financial Institutions to their Customers in connection with investment in a
Institutional Money Market Fund are not reflected in the Fund's performance
information.
MISCELLANEOUS
Shareholders will receive unaudited semi-annual reports and annual
reports audited by independent public accountants.
As used in this Prospectus and in the Statement of Additional
Information, "assets belonging to a Fund" means the consideration received by
the Trust upon the issuance or sale of Shares in that Fund, together with all
income, earnings, profits, and proceeds derived from the investment thereof,
including any proceeds from the sale, exchange, or liquidation of such
investments, and any funds or payments derived from any reinvestment of such
proceeds, and any general assets of the Trust not readily identified as
belonging to a particular Fund that are allocated to that Fund by the Trust's
Board of Trustees. The Board of Trustees may allocate such general assets in any
manner it deems fair and equitable. It is anticipated that the factor that will
be used by the Board of Trustees in making allocations of general assets to
particular Funds will be the relative net assets of the respective Funds at the
time of allocation. Assets belonging to a particular Fund are charged with the
direct liabilities and expenses in respect of that Fund, and with a share of the
general liabilities and expenses of the Trust not readily identified as
belonging to a particular Fund that are allocated to that Fund in proportion to
the relative net assets of the respective Funds at the time of allocation. The
timing of allocations of general assets and general liabilities and expenses of
the Trust to particular Funds will be determined by the Board of Trustees of the
Trust and will be in accordance with generally accepted accounting principles.
Determinations by the Board of Trustees of the Trust as to the timing of the
allocation of general liabilities and expenses and as to the timing and
allocable portion of any general assets with respect to a particular Fund are
conclusive.
28
<PAGE> 32
As used in this Prospectus and in the Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of the Trust or a
particular Fund means the affirmative vote, at a meeting of Shareholders duly
called, of the lesser of (a) 67% or more of the votes of Shareholders of the
Trust or such Fund present at such meeting at which the holders of more than 50%
of the votes attributable to the Shareholders of record of the Trust or such
Fund are represented in person or by proxy, or (b) the holders of more than 50%
of the outstanding votes of Shareholders of the Trust or such Fund.
Under Massachusetts law, Shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims Shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in every agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. The Declaration of Trust provides for indemnification
out of a Fund's property for all loss and expense of any Shareholder of such
Fund held liable on account of being or having been a Shareholder. Thus, the
risk of a Shareholder incurring financial loss on account of Shareholder
liability is limited to circumstances in which a Fund would be unable to meet
its obligations.
Inquiries regarding the Trust may be directed in writing to the AmSouth
Mutual Funds at P.O. Box 182733, Columbus, Ohio 43218-2733, or by calling toll
free (800) 451-8382.
29
<PAGE> 33
INVESTMENT ADVISOR
AmSouth Bank
1901 Sixth Avenue North
Birmingham, AL 35203
DISTRIBUTOR
BISYS Fund Services, Limited Partnership
3435 Stelzer Road
Columbus, OH 43219
ADMINISTRATOR
ASO Services Company
3435 Stelzer Road
Columbus, OH 43219
LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005-3333
TRANSFER AGENT
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219
AUDITORS
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215
30
<PAGE> 34
TABLE OF CONTENTS
Page
----
Fee Table ..................................................
Investment Objectives and Policies.........................
Investment Restrictions.....................................
Valuation of Shares.........................................
How to Purchase and Redeem Shares..........................
Dividends and Taxes.........................................
Management of The AmSouth Mutual Fund.......................
General Information
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST
OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
31
<PAGE> 35
AMSOUTH MUTUAL FUNDS
AmSouth Bank
Investment Advisor
INSTITUTIONAL MONEY MARKET FUNDS
AMSOUTH MUTUAL FUNDS
NOT FDIC INSURED
BISYS FUND SERVICES, DISTRIBUTOR
This Prospectus is dated ________, 1998.
32
<PAGE> 36
- ------------------ COMPARISON OF FOOTERS ------------------
- -FOOTER 1-
7044769.02/PEA26
- -FOOTER 2-
- -1-
33
<PAGE> 37
This redlined draft, generated by CompareRite - The Instant Redliner, shows the
differences between -
original document : G:\DOCSOPEN\PROGS\WASH1\AALBERTE\7047533.02
and revised document: G:\DOCSOPEN\PROGS\WASH1\AALBERTE\7044769.02
CompareRite found 320 change(s) in the text
CompareRite found 1 change(s) in the notes
Deletions appear as a bold
Additions appear as bold+dbl underlined text
34
<PAGE> 38
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Municipal Bond Fund
AmSouth Florida Tax-Free Fund
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
The information required by Items 10 through 23 for the
above-referenced investment portfolios of the AmSouth Mutual Funds (the
"Registrant") is hereby incorporated by reference to Part A of Post-Effective
Amendment No. 25 to the Registrant's Registration Statement on Form N-1A, filed
with the Securities and Exchange Commission on November 26, 1997.
<PAGE> 39
CROSS REFERENCE SHEET
Part B
<TABLE>
<CAPTION>
<S> <C>
Form N-1A Item No. Caption
- ------------------ -------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Additional Information - Description of Shares
13. Investment Objectives and Policies Investment Objectives and Policies
14. Management of the Trust Management of the Trust
15. Control Persons and Principal
Holders of Securities Miscellaneous
16. Investment Advisory and
Other Services Management of the Trust
17. Brokerage Allocation Management of the Trust
18. Capital Stock and Other
Securities Valuation; Additional Purchase and Redemption
Information; Management of the Trust;
Redemptions; Additional Information
19. Purchase, Redemption and Pricing
of Securities Being Offered Valuation; Additional Purchase and Redemption
Information; Management of the Trust
20. Tax Status Additional Purchase and Redemption Information
21. Underwriters Management of the Trust
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
B-2
<PAGE> 40
AMSOUTH MUTUAL FUNDS
Statement of Additional Information
_________, 1998
-----------------
This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectus of the AmSouth Institutional Prime
Obligations Fund and the AmSouth Institutional U.S. Treasury Fund (each a "Fund"
and collectively the "Funds"), dated __________, 1998. This Statement of
Additional Information is incorporated by reference in its entirety into the
Prospectus. A copy of the Funds' Prospectus may be obtained by writing to
AmSouth Mutual Funds at P.O. Box 182733, Columbus, Ohio 43218-2733, or by
telephoning toll free (800) 451-8382.
<PAGE> 41
TABLE OF CONTENTS
Page
----
AMSOUTH INSTITUTIONAL MONEY MARKET FUNDS........................... 1
INVESTMENT OBJECTIVES AND POLICIES.................................. 2
Additional Information on Portfolio Instruments................. 2
Investment Restrictions......................................... 6
Additional Investment Restrictions.............................. 7
Portfolio Turnover............................................. 7
VALUATION......................................................... 8
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..................... 9
Purchase of Shares............................................. 9
Matters Affecting Redemption................................... 9
Additional Tax Information..................................... 10
MANAGEMENT OF THE TRUST............................................ 12
Officers ...................................................... 12
Investment Advisor............................................. 13
Portfolio Transactions......................................... 17
Glass-Steagall Act............................................. 19
Administrator.................................................. 20
Expenses ...................................................... 21
Sub-Administrators............................................. 22
Distributor.................................................... 22
Custodian...................................................... 23
Transfer Agent and Fund Accounting Services.................... 23
Auditors ...................................................... 24
Legal Counsel.................................................. 24
PERFORMANCE INFORMATION............................................ 24
Yields of the Institutional Money Market Funds ................25
Calculation of Total Return.................................... 25
Performance Comparisons........................................ 26
ADDITIONAL INFORMATION............................................. 27
Organization and Description of Shares......................... 27
Shareholder Liability.......................................... 28
B-i
<PAGE> 42
FINANCIAL STATEMENTS............................................... 32
APPENDIX........................................................... 33
B-ii
<PAGE> 43
STATEMENT OF ADDITIONAL INFORMATION
AMSOUTH INSTITUTIONAL MONEY MARKET FUNDS
AmSouth Mutual Funds (the "Trust") is an open-end management investment
company. The Trust consists of sixteen series of units of beneficial interest
("Shares"), each representing interests in one of sixteen separate investment
portfolios (each a "Fund"). This Statement of Additional Information relates to
two of these Funds: the AmSouth Institutional Prime Obligations Fund (the
"Institutional Prime Obligations Fund") and the AmSouth Institutional U.S.
Treasury Fund (the "Institutional U.S. Treasury Fund," and these two Funds being
collectively referred to as the "Institutional Money Market Funds"). The Trust's
other fourteen Funds, which are offered through separate prospectuses and have a
separate Statement of Additional Information, are: the AmSouth Prime Obligations
Fund (the "Prime Obligations Fund"), the AmSouth U.S. Treasury Fund (the "U.S.
Treasury Fund"), the AmSouth Tax Exempt Fund (the "Tax Exempt Fund" and,
collectively, with the Prime Obligations Fund and the U.S. Treasury Fund, the
"Money Market Funds"), the AmSouth Equity Fund (the "Equity Fund"), the AmSouth
Regional Equity Fund (the "Regional Equity Fund"), the AmSouth Balanced Fund
(the "Balanced Fund"), the AmSouth Capital Growth Fund (the "Capital Growth
Fund"), the AmSouth Small Cap Fund (the "Small Cap Fund"), and the AmSouth
Equity Income Fund (the "Equity Income Fund" and, collectively with the Equity
Fund, the Regional Equity Fund, the Balanced Fund, the Capital Growth Fund, and
the Small Cap Fund, the "Capital Appreciation Funds"), the AmSouth Bond Fund
(the "Bond Fund"), the AmSouth Limited Maturity Fund (the "Limited Maturity
Fund"), the AmSouth Government Income Fund (the "Government Income Fund") the
AmSouth Municipal Bond Fund (the "Municipal Bond Fund"), and the AmSouth Florida
Tax-Free Fund (the "Florida Fund" and , collectively with the Bond Fund, the
Limited Maturity Fund, the Government Income Fund and the Municipal Bond Fund ,
the "Income Funds," and the Florida Fund and the Municipal Bond Fund sometimes
collectively referred to herein as the "Tax-Free Funds.")
The Institutional Prime Obligations Fund and the Institutional U.S.
Treasury Fund offer three classes of Shares: Class I Shares, Class II Shares and
Class III Shares. Some of the information contained in this Statement of
Additional Information expands on subjects discussed in the Prospectus.
Capitalized terms not defined herein are defined in the Prospectus. No
investment in Shares of a Fund should be made without first reading that Fund's
Prospectus.
<PAGE> 44
INVESTMENT OBJECTIVES AND POLICIES
Additional Information on Portfolio Instruments
The following policies supplement the investment objectives,
restrictions and policies of each Fund of the Trust as set forth in the
respective Prospectus for that Fund.
High Quality Investments With Regard to Institutional Money Market Funds. As
noted in the Prospectus for the Institutional Money Market Funds, each Fund may
invest only in obligations determined by AmSouth Bank, Birmingham, Alabama
("AmSouth") the investment advisor to the Trust ("Advisor") to present minimal
credit risks under guidelines adopted by the Trust's Board of Trustees.
With regard to the Institutional Prime Obligations Fund, investments
will be limited to those obligations which, at the time of purchase, (i) possess
the highest short-term ratings from at least two NRSROs; or (ii) do not possess
a rating, (i.e., are unrated) but are determined by the Advisor to be of
comparable quality to the rated instruments eligible for purchase by the Fund
under guidelines adopted by the Trustees. For purposes of this investment
limitation, a security that has not received a rating will be deemed to possess
the rating assigned to an outstanding class of the issuer's short-term debt
obligations if determined by the Advisor to be comparable in priority and
security to the obligation selected for purchase by a Fund. (The above-described
securities which may be purchased by the Institutional Prime Obligations Fund
are hereinafter referred to as "Eligible Securities.")
A security subject to a tender or demand feature will be considered an
Eligible Security only if both the demand feature and the underlying security
possess a high quality rating or, if such do not possess a rating, (i.e., are
unrated) but are determined by the Advisor to be of comparable quality;
provided, however, that where the demand feature would be readily exercisable in
the event of a default in payment of principal or interest on the underlying
security, the obligation may be acquired based on the rating possessed by the
demand feature or, if the demand feature does not possess a rating, a
determination of comparable quality by the Advisor. A security which at the time
of issuance had a maturity exceeding 397 days but, at the same time of purchase,
has a remaining maturity of 397 days or less, is not considered an Eligible
Security if it does not possess a high quality rating and the long-term rating,
if any, is not within the two highest rating categories of an NRSRO.
The Institutional Prime Obligations Fund will not invest more than 5%
of its total assets in the securities of any one issuer, except that the Fund
may invest up to 25% of its total assets in the securities of a single issuer
for a period of up to three business days. If a percentage limitation is
satisfied at the time of purchase, a later increase in such percentage resulting
from a change in the Fund's net asset value or a subsequent change in a
security's
B-2
<PAGE> 45
qualification as an Eligible Security will not constitute a violation
of the limitation. In addition, there is no limit on the percentage of the
Fund's assets that may be invested in obligations issued or guaranteed by the
U.S. government, its agencies, and instrumentalities and repurchase agreements
fully collateralized by such obligations.
Under the guidelines adopted by the Trust's Trustees and in accordance
with Rule 2a-7 under the Investment Company Act of 1940 (the "1940 Act"), the
Advisor may be required promptly to dispose of an obligation held in a Fund's
portfolio in the event of certain developments that indicate a diminishment of
the instrument's credit quality, such as where an NRSRO downgrades an obligation
below the second highest rating category, or in the event of a default relating
to the financial condition of the issuer.
The Appendix to this Statement of Additional Information identifies
each NRSRO that may be utilized by the Advisor with regard to portfolio
investments for the Funds and provides a description of relevant ratings
assigned by each such NRSRO. A rating by an NRSRO may be utilized only where the
NRSRO is neither controlling, controlled by, or under common control with the
issuer of, or any issuer, guarantor, or provider of credit support for, the
instrument.
Bankers' Acceptances and Certificates of Deposit. The Institutional
Prime Obligation Fund may invest in bankers' acceptances, certificates of
deposit, and demand and time deposits. Bankers' acceptances are negotiable
drafts or bills of exchange typically drawn by an importer or exporter to pay
for specific merchandise, which are "accepted" by a bank, meaning, in effect,
that the bank unconditionally agrees to pay the face value of the instrument on
maturity. Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earning a specified return.
Bankers' acceptances will be those guaranteed by domestic and foreign
banks, if at the time of purchase, such banks have capital, surplus, and
undivided profits in excess of $100,000,000 (as of the date of their most
recently published financial statements). Certificates of deposit and demand and
time deposits will be those of domestic and foreign banks and savings and loan
associations, if (a) at the time of purchase they have capital, surplus, and
undivided profits in excess of $100,000,000 (as of the date of their most
recently published financial statements) or (b) the principal amount of the
instrument is insured in full by the Federal Deposit Insurance Corporation.
Commercial Paper. The Institutional Prime Obligations Fund may invest
in commercial paper. Commercial paper consists of unsecured promissory notes
issued by corporations. Issues of commercial paper normally have maturities of
less than nine months and fixed rates of return.
B-3
<PAGE> 46
The Institutional Prime Obligations Fund may invest in (i) Canadian
Commercial Paper, which is commercial paper issued by a Canadian corporation or
a Canadian counterpart of a U.S. corporation, and (ii) Europaper, which is U.S.
dollar-denominated commercial paper of an issue located in Europe.
Variable Amount Master Demand Notes. Variable amount master demand
notes, in which the Institutional Prime Obligations Fund may invest, are
unsecured demand notes that permit the indebtedness thereunder to vary and
provide for periodic readjustments in the interest rate according to the terms
of the instrument. They are also referred to as variable rate demand notes.
Because these notes are direct lending arrangements between a Fund and the
issuer, they are not normally traded. Although there may be no secondary market
in the notes, a Fund may demand payment of principal and accrued interest at any
time or during specified periods not exceeding one year, depending upon the
instrument involved, and may resell the note at any time to a third party. The
absence of such an active secondary market, however, could make it difficult for
the Fund to dispose of a variable amount master demand note if the issuer
defaulted on its payment obligations or during periods when the Fund is not
entitled to exercise its demand rights, and the Fund could, for this or other
reasons, suffer a loss to the extent of the default. While the notes are not
typically rated by credit rating agencies, issuers of variable amount master
demand notes must satisfy the same criteria as set forth above for commercial
paper. The Advisor will consider the earning power, cash flow, and other
liquidity ratios of the issuers of such notes and will continuously monitor
their financial status and ability to meet payment on demand. Where necessary to
ensure that a note is of "high quality," a Fund will require that the issuer's
obligation to pay the principal of the note be backed by an unconditional bank
letter or line of credit, guarantee or commitment to lend. In determining the
dollar-weighted average portfolio maturity, a variable amount master demand note
will be deemed to have a maturity equal to the period of time remaining until
the principal amount can be recovered from the issuer through demand.
Foreign Investment. The Institutional Prime Obligations Fund may,
subject to its investment objectives, restrictions and policies, invest in
certain obligations or securities of foreign issuers. Permissible investments
include Eurodollar Certificates of Deposit ("ECDs") which are U.S.
dollar-denominated certificates of deposit issued by branches of foreign and
domestic banks located outside the United States, Yankee Certificates of Deposit
("Yankee CTDs") which are certificates of deposit issued by a U.S. branch of a
foreign bank denominated in U.S. dollars and held in the United States,
Eurodollar Time Deposits ("ETD's") which are U.S. dollar-denominated deposits in
a foreign branch of a U.S. bank or a foreign bank, and Canadian Time Deposits
("CTD's") which are U.S. dollar-denominated certificates of deposit issued by
Canadian offices of major Canadian Banks. Investments in securities issued by
foreign branches of U.S. banks, foreign banks, or other foreign issuers,
including American Depository Receipts ("ADRs") and securities purchased on
foreign securities exchanges, may subject the Funds to investment risks that
differ in some respects from those related to investment in obligations of U.S.
domestic issuers or in U.S. securities markets. Such risks include future
adverse political and economic developments, possible
B-4
<PAGE> 47
seizure, currency blockage, nationalization or expropriation of foreign
investments, less stringent disclosure requirements, the possible establishment
of exchange controls or taxation at the source, and the adoption of other
foreign governmental restrictions. Additional risks include currency exchange
risks, less publicly available information, the risk that companies may not be
subject to the accounting, auditing and financial reporting standards and
requirements of U.S. companies, the risk that foreign securities markets may
have less volume and therefore many securities traded in these markets may be
less liquid and their prices more volatile than U.S. securities, and the risk
that custodian and brokerage costs may be higher. Foreign issuers of securities
or obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks. The Fund will acquire such securities only when the
Advisor believes the risks associated with such investments are minimal.
Repurchase Agreements. Securities held by each Fund may be subject to
repurchase agreements. Under the terms of a repurchase agreement, a Fund would
acquire securities from member banks of the Federal Deposit Insurance
Corporation with capital, surplus, and undivided profits of not less than
$100,000,000 (as of the date of their most recently published financial
statements) and from registered broker-dealers which the Advisor deems
creditworthy under guidelines approved by the Board of Trustees, subject to the
seller's agreement to repurchase such securities at a mutually agreed-upon date
and price. The repurchase price would generally equal the price paid by the Fund
plus interest negotiated on the basis of current short-term rates, which may be
more or less than the rate on the underlying portfolio securities. The seller
under a repurchase agreement will be required to maintain the value of
collateral held pursuant to the agreement at not less than the repurchase price
(including accrued interest) and the Advisor will monitor the collateral's value
to ensure that it equals or exceeds the repurchase price (including accrued
interest). In addition, securities subject to repurchase agreements will be held
in a segregated account. If the seller were to default on its repurchase
obligation or become insolvent, the Fund holding such obligation would suffer a
loss to the extent that the proceeds from a sale of the underlying portfolio
securities were less than the repurchase price under the agreement, or to the
extent that the disposition of such securities by the Fund were delayed pending
court action. Additionally, if the seller should be involved in bankruptcy or
insolvency proceedings, a Fund may incur delay and costs in selling the
underlying security or may suffer a loss of principal and interest if the Fund
is treated as an unsecured creditor and required to return the underlying
security to the seller's estate. Securities subject to repurchase agreements
will be held by the Trust's custodian or another qualified custodian or in the
Federal Reserve/Treasury book-entry system. Repurchase agreements are considered
to be loans by a Fund under the 1940 Act.
Reverse Repurchase Agreements. As discussed in the Prospectus, the
Funds may borrow funds for temporary purposes by entering into reverse
repurchase agreements in accordance with the Fund's investment restrictions.
Pursuant to such an agreement, a Fund
B-5
<PAGE> 48
would sell portfolio securities to financial institutions such as banks and
broker-dealers, and agree to repurchase the securities at a mutually agreed-upon
date and price. Each Fund intends to enter into reverse repurchase agreements
only to avoid otherwise selling securities during unfavorable market conditions
to meet redemptions. At the time a Fund enters into a reverse repurchase
agreement, it will place assets consisting of U.S. government securities or
other liquid high quality debt securities having a value equal to the repurchase
price (including accrued interest), in a segregated custodial account and will
subsequently monitor the account to ensure that such equivalent value is
maintained. Reverse repurchase agreements involve the risk that the market value
of the securities sold by a Fund may decline below the price at which a Fund is
obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.
U.S. Government Obligations. The Institutional U.S. Treasury Fund will
invest exclusively in bills, notes and bonds issued by the U.S. Treasury. Such
obligations are supported by the full faith and credit of the U.S. government.
The Institutional Prime Obligations Fund may invest in such obligations and in
other obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities. Such other obligations may include those which are supported
by the full faith and credit of the U.S. government; others which are supported
by the right of the issuer to borrow from the Treasury; others which are
supported by the discretionary authority of the U.S. government to purchase the
agency's obligations; and still others which are supported only by the credit of
the instrumentality. No assurance can be given that the U.S. government would
provide financial support to U.S. government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. A Fund will invest in
the obligations of such agencies and instrumentalities only when the Advisor
believes that the credit risk with respect thereto is minimal.
Investment Restrictions
The following investment restrictions may be changed with respect to a
particular Fund only by a vote of a majority of the outstanding voting Shares of
that Fund (as defined under "GENERAL INFORMATION - Miscellaneous" in the
Prospectuses).
None of the Institutional Money Market Funds may:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that a Fund may
be deemed to be an underwriter under certain securities laws in the disposition
of "restricted securities" acquired in accordance with such Fund's investment
objectives, restrictions and policies;
B-6
<PAGE> 49
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments by the Institutional Prime Obligations Fund, in
marketable securities of companies engaged in such activities and in securities
secured by real estate or interests therein are not hereby precluded );
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; provided, however, that the Institutional Prime
Obligations Fund may purchase securities of a money market fund which invests
primarily in high quality short-term obligations exempt from federal income tax,
if, with respect to each such Fund, immediately after such purchase, the
Institutional Prime Obligations Fund, does not own in the aggregate (i) more
than 3% of the acquired company's outstanding voting securities, (ii) securities
issued by the acquired company having an aggregate value in excess of 5% of the
value of the total assets of the Institutional Prime Obligations Fund, or (iii)
securities issued by the acquired company and all other investment companies
(other than Treasury stock of the Institutional Prime Obligations Fund) having
an aggregate value in excess of 10% of the value of the Institutional Prime
Obligations Fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities; and
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation.
The Institutional Money Market Funds may not buy common stocks or
voting securities, or state, municipal, or private activity bonds. The
Institutional Money Market Funds may not write or purchase put or call options.
If any percentage restriction described above is satisfied at the time
of investment, a later increase or decrease in such percentage resulting from a
change in asset value will not constitute a violation of such restriction.
Additional Investment Restrictions
The following investment restriction is non-fundamental and may be
changed by a vote of the majority of the Board of Trustees: No Fund will invest
more than 15% of its net assets in securities that are restricted as to resale,
or for which no readily available market exists, including repurchase agreements
providing for settlement more than seven days after notice.
B-7
<PAGE> 50
Portfolio Turnover
The portfolio turnover rate for each Fund is calculated by dividing the
lesser of a Fund's purchases or sales of portfolio securities for the year by
the monthly average value of the portfolio securities. The calculation excludes
all securities whose maturities at the time of acquisition were one year or
less. Portfolio turnover with respect to each of the Institutional Money Market
Funds is expected to be zero percent for regulatory purposes.
The portfolio turnover rate may vary greatly from year to year as well
as within a particular year, and may also be affected by cash requirements for
redemptions of Shares . The turnover rates for the Funds will not be a factor
preventing either the sale or the purchase of securities when the Advisor
believes investment considerations warrant such sale or purchase. High turnover
rates will generally result in higher transaction costs to the Funds and may
result in higher levels of taxable realized gains to the Funds' Shareholders.
VALUATION
As indicated in the Prospectus, the net asset value of each
Institutional Money Market Fund is determined and the Shares of each Fund are
priced as of 2:00 p.m. and 4:00 p.m., Eastern time (the "Valuation Times") on
each Business Day of the Fund. As used herein a "Business Day" constitutes any
day on which the New York Stock Exchange (the "NYSE") is open for trading and
the Federal Reserve Bank of Atlanta is open, except days on which there are not
sufficient changes in the value of the Fund's portfolio securities that the
Fund's net asset value might be materially affected, or days during which no
Shares are tendered for redemption and no orders to purchase Shares are
received. Currently, either the NYSE or the Federal Reserve Bank of Atlanta is
closed on the customary national business holidays of New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day.
The Institutional Money Market Funds have elected to use the amortized
cost method of valuation pursuant to Rule 2a-7 under the 1940 Act. This involves
valuing an instrument at its cost initially and thereafter assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. This method
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Fund would receive if it sold the instrument.
The value of securities in these Funds can be expected to vary inversely with
changes in prevailing interest rates.
B-8
<PAGE> 51
Pursuant to Rule 2a-7, each Institutional Money Market Fund will
maintain a dollar-weighted average portfolio maturity appropriate to its
objective of maintaining a stable net asset value per Share, provided that no
Fund will purchase any security with a remaining maturity of more than thirteen
months (securities subject to repurchase agreements may bear longer maturities)
nor maintain a dollar-weighted average portfolio maturity which exceeds 90 days.
The Trust's Board of Trustees has also undertaken to establish procedures
reasonably designed, taking into account current market conditions and the
Fund's investment objective, to stabilize the net asset value per Share of the
Institutional Money Market Funds for purposes of sales and redemptions at $1.00.
These procedures include review by the Trustees, at such intervals as they deem
appropriate, to determine the extent, if any, to which the net asset value per
Share of each Fund calculated by using available market quotations deviates from
$1.00 per Share. In the event such deviation exceeds one-half of one percent,
Rule 2a-7 requires that the Board of Trustees promptly consider what action, if
any, should be initiated. If the Trustees believe that the extent of any
deviation from a Fund's $1.00 amortized cost price per Share may result in
material dilution or other unfair results to new or existing investors, they
will take such steps as they consider appropriate to eliminate or reduce to the
extent reasonably practicable any such dilution or unfair results. These steps
may include selling portfolio instruments prior to maturity, shortening the
dollar-weighted average portfolio maturity, withholding or reducing dividends,
reducing the number of a Fund's outstanding Shares without monetary
consideration, or utilizing a net asset value per Share determined by using
available market quotations.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares in each of the Trust's Funds are sold on a continuous basis by
BISYS Fund Services Limited Partnership ("BISYS"), and BISYS has agreed to use
appropriate efforts to solicit all purchase orders. In addition to purchasing
Shares directly from BISYS, Shares may be purchased through procedures
established by BISYS in connection with the requirements of accounts at or
AmSouth or financial institutions that provide certain support services for
their customers or account holders ("Financial Institutions"). Customers
purchasing Shares of the Trust may include officers, directors, or employees of
AmSouth or AmSouth's correspondent banks.
B-9
<PAGE> 52
Purchase of Shares
As stated in the Prospectus, the public offering price of the Class I,
Class II, and Class III Shares is their net asset value per Share , as next
computed after an order is received.
Matters Affecting Redemption
The Trust may suspend the right of redemption or postpone the date of
payment for Shares during any period when (a) trading on the New York Stock
Exchange (the "Exchange") is restricted by applicable rules and regulations of
the Securities and Exchange Commission, (b) the Exchange is closed for other
than customary weekend and holiday closings, (c) the Securities and Exchange
Commission has by order permitted such suspension, or (d) an emergency exists as
determined by the Securities and Exchange Commission.
The Trust may redeem any class of Shares involuntarily if redemption
appears appropriate in light of the Trust's responsibilities under the 1940 Act.
See "Valuation " above.
Additional Tax Information
It is the policy of each Fund to qualify for the favorable tax
treatment accorded regulated investment companies under Subchapter M of the
Internal Revenue Code of 1986, as amended. By following such policy, the Funds
expect to eliminate or reduce to a nominal amount the federal income taxes to
which such Fund may be subject.
In order to qualify for the special tax treatment accorded regulated
investment companies and their Shareholders, a Fund must, among other things,
(a) derive at least 90% of its gross income from dividends, interest, payments
with respect to certain securities loans, and gains from the sale or other
disposition of stock, securities, and foreign currencies, or other income
(including but not limited to gains from options, futures, or forward contracts)
derived with respect to its business of investing in such stock, securities, or
currencies; (b) each year distribute at least 90% of the sum of its taxable net
investment company income, its net tax-exempt income, and the excess, if any, of
its net short-term capital gains over its net long-term capital losses; and (c)
diversify its holdings so that, at the end of each fiscal quarter (i) at least
50% of the market value of its total assets is represented by cash, cash items
(including receivables), U.S. government securities, securities of other
regulated investment companies, and other securities, limited in respect of any
one issuer to a value not greater than 5% of the value of the Fund's total
assets and 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its total assets is invested in the securities
(other than those of the U.S. government or other regulated investment
companies) of any one issuer or of two or more issuers which the Fund controls
and which are engaged in the same, similar, or related trades or businesses. In
addition, until the start date of the Fund's first
B-10
<PAGE> 53
tax year , the Fund must derive less than 30% of its gross income from the sale
or other disposition of certain assets (including stock or securities and
certain options, futures contracts, forward contracts and foreign currencies)
held for less than three months in order to quality as a regulated investment
company. This 30% of gross income test described above may restrict a Fund's
ability to sell certain assets held (or considered under Code rules to have been
held) for less than three months and to engage in certain hedging transactions
(including hedging transactions in options and futures) that in some
circumstances could cause certain Fund assets to be treated as held for less
than three months.
A non-deductible 4% excise tax is imposed on regulated investment
companies that do not distribute in each calendar year (regardless of whether
they have a non-calendar taxable year) an amount equal to 98% of their "ordinary
income" (as defined) for the calendar year plus 98% of their capital gain net
income for the 1-year period ending on October 31 of such calendar year plus any
undistributed amounts from the previous year. For the foregoing purposes, a Fund
is treated as having distributed the sum of (i) the deduction for dividends paid
(defined in Section 561 of the Code) during such calendar year, and (ii) any
amount on which it is subject to income tax for any taxable year ending in such
calendar year. If distributions during a calendar year by a Fund did not meet
the 98% thresholds, the Fund would be subject to the 4% excise tax on the
undistributed amounts. Each Fund intends generally to make distributions
sufficient to avoid imposition of this 4% excise tax.
Each Fund will be required in certain cases to withhold and remit to
the U.S. Treasury 31% of taxable dividends and other distributions paid to any
Shareholder who has provided either an incorrect taxpayer identification number
or no number at all, who is subject to withholding by the Internal Revenue
Service for failure properly to report payments of interest or dividends, or who
fails to provide a certified statement that he or she is not subject to "backup
withholding."
A Fund's transactions in options, foreign-currency-denominated
securities, and certain other investment and hedging activities of the Fund,
will be subject to special tax rules (including "mark-to-market," "straddle,"
"wash sale," "constructive sale" and "short sale" rules), the effect of which
may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's assets, convert short-term
capital losses into long-term capital losses, and otherwise affect the character
of the Fund's income. These rules could therefore affect the amount, timing, and
character of distributions to Shareholders. Income earned as a result of these
transactions would, in general, not be eligible for the dividends received
deduction or for treatment as exempt-interest dividends when distributed to
Shareholders. The Funds will endeavor to make any available elections pertaining
to these transactions in a manner believed to be in the best interest of the
Funds. The tax consequences of certain hedging transactions have been modified
by the Taxpayer Relief Act of 1997 (the "1997 Act").
B-11
<PAGE> 54
The Funds each expect to qualify as a "regulated investment company"
and to be relieved of all or substantially all federal income taxes. Depending
upon the extent of their activities in states and localities in which their
offices are maintained, in which their agents or independent contractors are
located, or in which they are otherwise deemed to be conducting business, the
Funds may be subject to the tax laws of such states or localities.
However, if for any taxable year the Funds do not qualify for the
special federal tax treatment afforded regulated investment companies, all of
their taxable income will be subject to federal income tax at regular corporate
rates at the Fund level (without any deduction for distributions to their
Shareholders). In addition, distributions to Shareholders will be taxed as
ordinary income even if the distributions are attributable to capital gains or
exempt interest earned by the Fund.
Information set forth in the Prospectus and this Statement of
Additional Information which relates to federal taxation is only a summary of
some of the important federal tax considerations generally affecting purchasers
of Shares of the Funds. No attempt has been made to present a detailed
explanation of the Federal income tax treatment of a Fund or its Shareholders
and this discussion is not intended as a substitute for careful tax planning.
Accordingly, potential purchasers of Shares of a Fund are urged to consult their
tax advisors with specific reference to their own tax situation. In addition,
the tax discussion in the Prospectus and this Statement of Additional
Information is based on tax laws and regulations which are in effect on the date
of the Prospectus and this Statement of Additional Information; such laws and
regulations may be changed by legislative or administrative action.
MANAGEMENT OF THE TRUST
Officers
The officers of each Fund of the Trust, their current addresses, and
principal occupations during the past five years are as follows (if no address
is listed, the address is 3435 Stelzer Road, Columbus, Ohio 43219):
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation
Name and Address With the Trust During Past 5 Years
---------------- -------------- -------------------
<S> <C> <C>
George R. Landreth Chairman and Vice President From December 1992 to present, employee of
BISYS Fund Services, Limited Partnership;
from July 1991 to December 1992, employee
of PNC Financial Corp.; from October 1984
to July 1991, employee of The Central
Trust Co., N.A.
</TABLE>
B-12
<PAGE> 55
<TABLE>
<CAPTION>
<S> <C> <C>
Walter B. Grimm Vice President From June, 1992 to present, employee of
BISYS Fund Services, Limited Partnership;
from 1990 to 1992, President and CEO,
Security Bancshares; from July, 1981 to
present, President of Leigh Investments
Consulting (investments firm).
Chuck Booth Treasurer From 1991 to present, employee of BISYS
Fund Services Limited Partnership.
John F. Calvano President From October, 1994 to present, employee
of BISYS Fund Services; from September
1994 to March 1997, Independent
Consultant; from April 1975 to September
1994, employee of Federated Investors, Inc.
Robin Thomas Secretary From May, 1997 to present, employee of
BISYS
Fund Services Limited Partnership; from
April 1989 to May 1997, employee of AmSouth Bank.
James L. Smith Assistant Secretary From October, 1996 to present, employee
of BISYS Fund Services Limited Partnership;
From June, 1994 to October, 1996, Director
of Legal and Compliance , ALPS Mutual Fund
Services, Inc.
Alaina V. Metz Assistant Secretary From June, 1995 to present, Chief
Administrator, Administrative and
Regulatory Services, BISYS Fund Services,
Limited Partnership; from May, 1989 to
June, 1995, Supervisor, Mutual Fund Legal
Department, Alliance Capital Management.
</TABLE>
The officers of the Trust receive no compensation directly from the
Trust for performing the duties of their offices. BISYS receives fees from the
Trust for acting as Administrator and BISYS Fund Services, Inc. receives fees
from the Trust for acting as Transfer Agent for and for providing fund
accounting services to the Trust. Messrs. Booth, Calvano, Landreth, Grimm, and
Smith and Mme. Thomas and Metz are employees of BISYS Fund Services, Limited
Partnership.
B-13
<PAGE> 56
COMPENSATION TABLE 1
<TABLE>
<CAPTION>
Pension or
Retirement Total
Aggregate Benefits Estimated Compensation
Compensation Accrued Annual from AmSouth
Name of from AmSouth As Part of Benefits Upon Mutual Funds
Position Mutual Funds Fund Expenses Retirement Paid to Trustee
- -------- ------------ ------------- ---------- ---------------
<S> <C> <C> <C> <C>
J. David Huber None None None None
James H.
Woodward, Jr. 12,239 None None 12,239
Homer H.
Turner 10,591 None None 10,591
Wendell D.
Cleaver 11,806 None None 11,806
Dick D. Briggs,
Jr., M.D. 10,420 None Name 10,420
</TABLE>
1 Figures are for the Trust's fiscal year ended July 31, 1997.
Investment Advisor
Investment advisory and management services are provided to the Money
Market Funds, the Institutional Money Market Funds, the Capital Appreciation
Funds and the Income Funds (except the Limited Maturity Fund) by the Advisor
pursuant to the Investment Advisory Agreement dated as of August 1, 1988, as
amended (the "First Investment Advisory Agreement"). Investment advisory and
management services are provided to the Limited Maturity Fund by the Advisor
pursuant to the Investment Advisory Agreement dated as of January 20, 1989, as
amended (the "Second Investment Advisory Agreement"). The First Investment
Advisory Agreement and the Second Investment Advisory Agreement are collectively
referred to as the "Advisory Agreements."
In selecting investments for each of the Capital Appreciation Funds
(except for the Equity Income Fund, Capital Growth Fund and Small Cap Fund), the
Advisor employs the "value investing" method. A primary theory of value
investing is that many investors tend to exaggerate both prosperity and problems
in market valuations. This method, which may conflict with the prevailing mood
of the market, involves the use of independent judgment backed by careful
analysis of market data. The Advisor's approach when selecting investments for
each of these Funds is to attempt to buy and sell securities that are
temporarily mispriced relative to long-term value.
B-14
<PAGE> 57
In selecting investments for each of the Income Funds and the Balanced
Fund, the Advisor attempts to anticipate interest rates, thereby capitalizing on
cyclical movements in the bond markets. The Advisor seeks to achieve this goal
through active management of the buying and selling of fixed-income securities
in anticipation of changes in yields.
Under the Advisory Agreements, the fee payable to the Advisor by the
Funds for investment advisory services is the lesser of (a) such fee as may from
time to time be agreed upon in writing by the Trust and the Advisor or (b) a fee
computed daily and paid monthly based on the average daily net assets of each
Fund as follows: the Prime Obligations Fund -forty one-hundredths of one percent
(0.40%) annually; the U.S. Treasury Fund - forty one-hundredths of one percent
(0.40%) annually; the Institutional Prime Obligations Fund - twenty
one-hundredths of one percent (0.20%) annually; the Institutional U.S. Treasury
Fund - twenty one-hundredths of one percent (0.20%) annually; the Equity Fund -
eighty one-hundredths of one percent (0.80%) annually; the Regional Equity Fund
- - eighty one-hundredths of one percent (0.80%) annually; the Tax Exempt Fund -
forty one-hundredths of one percent (0.40%) annually; the Bond Fund - sixty-five
one-hundredths of one percent (0.65%) annually; the Limited Maturity Fund -
sixty-five one-hundredths of one percent (0.65%) annually; the Balanced Fund -
eighty one-hundredths of one percent (0.80%) annually; the Government Income
Fund - sixty-five one-hundredths of one percent (0.65%) annually; the Florida
Fund -sixty-five one-hundredths of one percent (0.65%) annually; the Municipal
Bond Fund - sixty-five one-hundredths of one percent (0.65%) annually; the
Equity Income Fund - eighty one-hundredths of one percent (0.80%) annually; the
Capital Growth Fund - eighty one-hundredths of one percent (0.80%) annually; and
the Small Cap Fund - one hundred twenty one-hundredths of one percent (1.20%)
annually. A fee agreed to in writing from time to time by the Trust and the
Advisor may be significantly lower than the fee calculated at the annual rate
and the effect of such lower fee would be to lower a Fund's expenses and
increase the net income of such Fund during the period when such lower fee is in
effect.
For the fiscal years ended July 31, 1997, July 31, 1996 and July 31,
1995, the Advisor received $2,366,707, $2,459,885 and $2,184,158, respectively,
from the Prime Obligations Fund. For the fiscal years ended July 31, 1997, July
31, 1996 and July 31, 1995, the Advisor received $1,325,127, $1,588,850 and
$1,245,378, respectively, from the U.S. Treasury Fund. For the fiscal years
ended July 31, 1997, July 31, 1996 and July 31, 1995, the Advisor received
$160,785, $133,336 and $125,213 for the Tax Exempt Fund. For the fiscal years
ended July 31, 1997, July 31, 1996, and July 31, 1995, investment advisory fees
paid to the Advisor reflect voluntary reductions in investment advisory fees of
$160,785, $133, 340 and $125,213, respectively, for the Tax Exempt Fund.
For the fiscal year ended July 31, 1997, the Advisor received
$3,733,019, $953,375, $745,426, $247,500, $2,855,190, $41,620, and $156,820 from
the Equity Fund, the Regional Equity Fund, the Bond Fund, the Limited Maturity
Fund, the Balanced Fund, the Government Income Fund, and the Florida Fund,
respectively. For the period ended July 31, 1997, the
B-15
<PAGE> 58
Advisor received $111,117 and $36,130 from the Municipal Bond Fund and the
Equity Income Fund, respectively. For the fiscal year ended July 31, 1997,
investment advisory fees paid to the Advisor reflect voluntary fee reductions of
$224,000, $74,000, $48,000 and $183,000 for the Bond Fund, the Limited Maturity
Fund, the Government Income Fund, and the Florida Fund, respectively. For the
period ended July 31, 1997, investment advisory fees paid to the Advisor reflect
voluntary fee reductions of $70,000 for the Municipal Bond Fund.
For the fiscal year ended July 31, 1996, the Advisor received
$2,706,627, $669,502, $547,123, $292,620, $2,429,049, $52,834 and $146,775 from
the Equity Fund, the Regional Equity Fund, the Bond Fund, the Limited Maturity
Fund, the Balanced Fund, the Government Income Fund and the Florida Fund,
respectively. For the fiscal year ended July 31, 1996, investment advisory fees
paid to the Advisor reflect voluntary fee reductions of $962, $165,186, $87,670,
$169,405, $61,522 and $171,316, for the Regional Equity Fund, the Bond Fund, the
Limited Maturity Fund, the Balanced Fund, the Government Income Fund and Florida
Fund, respectively.
For the fiscal year ended July 31, 1995, the Advisor received
$1,841,031, $478,789, $461,002, $253,511, $1,807,557 and $29,835 from the Equity
Fund, the Regional Equity Fund, the Bond Fund, the Limited Maturity Fund, the
Balanced Fund and the Government Income Fund, respectively. For the fiscal year
ended July 31, 1995, investment advisory fees paid to the Advisor reflect
voluntary fee reductions of $3,057, $302, $138,571, $76,328, $259,520 and
$66,952, for the Equity Fund, the Regional Equity Fund, the Bond Fund, the
Limited Maturity Fund, the Balanced Fund and the Government Income Fund. For the
period from commencement of operations (September 30, 1994) through July 31,
1995, the Advisor received $124,256 from the Florida Fund, which reflects a
voluntary reduction in fees of $111,697.
Each of the Advisory Agreements provides that the Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance of such Advisory Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Advisor in the performance of its
duties, or from reckless disregard by the Advisor of its duties and obligations
thereunder.
Unless sooner terminated, the First Investment Advisory Agreement will
continue in effect until January 31, 1999 as to each of the Money Market Funds,
the Institutional Money Market Funds, the Capital Appreciation Funds, the
Tax-Free Funds, the Bond Fund and the Government Income Fund and for successive
one-year periods if such continuance is approved at least annually by the
Trust's Board of Trustees or by vote of the holders of a majority of the
outstanding voting Shares of that Fund (as defined under "GENERAL INFORMATION
- -Miscellaneous" in the respective Prospectus of the Money Market Funds, the
Institutional Money Market Funds, the Capital Appreciation Funds and the Income
Funds), and a majority
B-16
<PAGE> 59
of the Trustees who are not parties to the First Investment Advisory Agreement
or interested persons (as defined in the 1940 Act) of any party to the First
Investment Advisory Agreement by votes cast in person at a meeting called for
such purpose.
Unless sooner terminated, the Second Investment Advisory Agreement will
continue in effect as to the Limited Maturity Fund until January 31, 1999 and
for successive one-year periods thereafter if such continuance is approved at
least annually by the Trust's Board of Trustees or by vote of the holders of a
majority of the outstanding voting Shares of the Limited Maturity Fund (as
defined under "GENERAL INFORMATION - Miscellaneous" in the Prospectus of the
Income Funds), and a majority of the Trustees who are not parties to the Second
Investment Advisory Agreement or interested persons (as defined in the 1940 Act)
of any party to the Second Investment Advisory Agreement by votes cast in person
at a meeting called for such purpose. The Advisory Agreements are terminable as
to a particular Fund at any time on 60 days' written notice without penalty by
the Trustees, by vote of the holders of a majority of the outstanding voting
Shares of that Fund, or by the Advisor. The Advisory Agreements also terminate
automatically in the event of any assignment, as defined in the 1940 Act.
From time to time, advertisements, supplemental sales literature and
information furnished to present or prospective shareholders of the Funds may
include descriptions of the investment advisor including, but not limited to,
(i) descriptions of the advisor's operations; and (ii) descriptions of certain
personnel and their functions; and (iii) statistics and rankings related to the
advisor's operations.
AmSouth also serves as Sub-Administrator for the Trust. See
"Sub-Administrator" below.
Investment Sub-Advisors
Investment sub-advisory services are provided to the Equity Income Fund
by Rockhaven Asset Management, LLC ("Rockhaven" or "Sub-Advisor") pursuant to a
Sub-Advisory Agreement dated as of March 12, 1997 between the Advisor and
Rockhaven ("Sub-Advisory Agreement"). Investment sub-advisory services are
provided to the Capital Growth Fund by Peachtree Asset Management ("Peachtree"
or "Sub-Advisor") pursuant to a Sub-Advisory Agreement dated July 31, 1997
between the Advisor and Peachtree ("Sub-Advisory Agreement"). Investment
sub-advisory services are provided to the Small Cap Fund by Sawgrass Asset
Management, LLC ("Sawgrass" or "Sub-Advisor") pursuant to a Sub-Advisory
Agreement dated as of March 2, 1998 between the Advisor and Sawgrass
("Sub-Advisory Agreement")
The Sub-Advisors shall not be liable for any error of judgement or
mistake of law or for any loss suffered by the Advisor, the Trust or the Fund in
connection with the matters to which each Sub-Advisory Agreement relates, except
that each Sub-Advisor shall be liable to
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the Advisor for a loss resulting from a breach of fiduciary duty by each
Sub-Advisor under the 1940 Act with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of each Sub-Advisor in the performance of its duties or
from reckless disregard by it of its obligations or duties thereunder.
Unless sooner terminated, the Sub-Advisory Agreement shall continue
with respect to the Equity Income Fund and Small Cap Fund until January 31, 1999
and with respect to the Capital Growth Fund until July 31, 1998, and shall
continue in effect for successive one-year periods if such continuance is
approved at least annually by the Board of Trustees of the Trust or by vote of
the holders of a majority of the outstanding voting Shares of the Fund (as
defined under "GENERAL INFORMATION - Miscellaneous" in the Prospectus of the
Capital Appreciation Funds) and a majority of the Trustees who are not parties
to each Sub-Advisory Agreement or interested persons (as defined in the 1940
Act) of any party to each Sub-Advisory Agreement by vote cast in person at a
meeting called for such purpose. This Agreement may be terminated with respect
to the Fund by the Trust at any time without the payment of any penalty by the
Board of Trustees of the Trust, by vote of the holders of a majority of the
outstanding voting securities of the Fund, or by the Advisor or each Sub-Advisor
on 60 days written notice. This Agreement will also immediately terminate in the
event of its assignment.
From time to time, advertisements, supplemental sales literature and
information furnished to present or prospective Shareholders of the Trust may
include descriptions of each investment sub-advisor including, but not limited
to, (i) descriptions of each sub-advisor's operations; (ii) descriptions of
certain personnel and their functions; and (iii) statistics and rankings
relating to each sub-advisor's operations.
Portfolio Transactions
Pursuant to the Advisory Agreements, the Advisor or Sub-Advisor
determines, subject to the general supervision of the Board of Trustees of the
Trust and in accordance with each Fund's investment objective, policies and
restrictions, which securities are to be purchased and sold by a Fund, and which
brokers are to be eligible to execute such Fund's portfolio transactions.
Purchases and sales of portfolio securities with respect to the Money Market
Funds, the Institutional Money Market Funds, the Income Funds and the Balanced
Fund (with respect to its debt securities) usually are principal transactions in
which portfolio securities are normally purchased directly from the issuer or
from an underwriter or market maker for the securities. Purchases from
underwriters of portfolio securities include a commission or concession paid by
the issuer to the underwriter and purchases from dealers serving as market
makers may include the spread between the bid and asked price. Transactions on
stock exchanges involve the payment of a negotiated brokerage commissions.
Transactions in over-the-counter market are generally principal transactions
with dealers. With respect to over-the-counter market, the Trust, where
possible, will deal directly with
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dealers who make a market in the securities involved except in those
circumstances where better price and execution are available elsewhere. While
the Advisor and Sub-Advisor generally seek competitive spreads or commissions,
the Trust may not necessarily pay the lowest spread or commission available on
each transaction, for reasons discussed below.
Allocation of transactions, including their frequency, to various
dealers is determined by the Advisor and the Sub-Advisor in their best judgment
and in a manner deemed fair and reasonable to Shareholders. The primary
consideration is prompt execution of orders in an effective manner at the most
favorable price. Subject to this consideration, dealers who provide supplemental
investment research to the Advisor or Sub-Advisor may receive orders for
transactions on behalf of the Trust. Information so received is in addition to
and not in lieu of services required to be performed by the Advisor or
Sub-Advisor and does not reduce the advisory fees payable to the Advisor or the
Sub-Advisor. Such information may be useful to the Advisor or Sub-Advisor in
serving both the Trust and other clients and, conversely, supplemental
information obtained by the placement of business of other clients may be useful
to the Advisor or Sub-Advisor in carrying out their obligations to the Trust.
The Trust will not execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in, or enter into
repurchase or reverse repurchase agreements with the Advisor, BISYS, the
Sub-Advisor, or their affiliates, and will not give preference to AmSouth's
correspondents with respect to such transactions, securities, savings deposits,
repurchase agreements, and reverse repurchase agreements.
Investment decisions for each Fund of the Trust are made independently
from those for the other Funds or any other investment company or account
managed by the Advisor or Sub-Advisor. Any such other investment company or
account may also invest in the same securities as the Trust. When a purchase or
sale of the same security is made at substantially the same time on behalf of a
Fund and another Fund, investment company or account, the transaction will be
averaged as to price and available investments will be allocated as to amount in
a manner which the Advisor or Sub-Advisor believe to be equitable to the Fund(s)
and such other investment company or account. In some instances, this investment
procedure may adversely affect the price paid or received by a Fund or the size
of the position obtained by a Fund. To the extent permitted by law, the Advisor
or Sub-Advisor may aggregate the securities to be sold or purchased for a Fund
with those to be sold or purchased for the other Funds or for other investment
companies or accounts in order to obtain best execution. As provided by each of
the Advisory Agreements and the Sub-Advisory Agreement, in making investment
recommendations for the Trust, the Advisor or Sub-Advisor will not inquire or
take into consideration whether an issuer of securities proposed for purchase or
sale by the Trust is a customer of the Advisor or Sub-Advisor, its parent or its
subsidiaries or affiliates and, in dealing with its customers, the Advisor or
Sub-Advisor, its parent, subsidiaries, and affiliates will not inquire or take
into consideration whether securities of such customers are held by the Trust.
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During the fiscal year ended July 31, 1997, the Equity Fund paid
aggregate brokerage commissions in the amount of $397,271. During the fiscal
year ended July 31, 1997, the Regional Equity Fund paid aggregate brokerage
commissions in the amount of $98,747. During the fiscal year ended July 31,
1997, the Balanced Fund paid aggregate brokerage commissions in the amount of
$145,513. During the period from March 20, 1997 to July 31, 1997, the Equity
Income Fund paid aggregate brokerage commissions in the amount of $28,462.
During the fiscal year ended July 31, 1996, the Equity Fund paid
aggregate brokerage commissions in the amount of $265,582. During the fiscal
year ended July 31, 1996, the Regional Equity Fund paid aggregate brokerage
commissions in the amount of $167,772. During the fiscal year ended July 31,
1996, the Balanced Fund paid aggregate brokerage commissions in the amount of
$489,565.
Glass-Steagall Act
In 1971, the United States Supreme Court held in Investment Company
Institute v. Camp that the Federal statute commonly referred to as the
Glass-Steagall Act prohibits a national bank from operating a mutual fund for
the collective investment of managing agency accounts. Subsequently, the Board
of Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment advisor, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in Board of Governors of the Federal Reserve System v.
Investment Company Institute that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisors to registered closed-end investment companies. In the Board
of Governors case, the Supreme Court also stated that if a national bank
complied with the restrictions imposed by the Board in its regulation and
interpretation authorizing bank holding companies and their non-bank affiliates
to act as investment advisors to investment companies, a national bank
performing investment advisory services for an investment company would not
violate the Glass-Steagall Act.
AmSouth believes that it possesses the legal authority to perform the
services for each Fund contemplated by the Advisory Agreements regarding that
Fund and described in the Prospectus of that Fund and this Statement of
Additional Information and has so represented in the Advisory Agreement
regarding that Fund. Future changes in either federal or state statutes and
regulations relating to the permissible activities of banks or bank holding
companies and the subsidiaries or affiliates of those entities, as well as
further judicial or administrative decisions or interpretations of present and
future statutes and regulations, could prevent or
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restrict AmSouth from continuing to perform such services for the Trust.
Depending upon the nature of any changes in the services which could be provided
by AmSouth, the Board of Trustees of the Trust would review the Trust's
relationship with AmSouth and consider taking all action necessary in the
circumstances.
Should future legislative, judicial, or administrative action prohibit
or restrict the proposed activities of AmSouth in connection with customer
purchases of Shares of the Trust, AmSouth might be required to alter materially
or discontinue the services offered by them to customers. It is not anticipated,
however, that any change in the Trust's method of operations would affect its
net asset value per Share or result in financial losses to any customer.
Administrator
ASO Services Company ("ASO") serves as administrator (the
"Administrator") to each Fund of the Trust pursuant to the Management and
Administration Agreement dated as of April 1, 1996 (the "Administration
Agreement"). ASO is a wholly-owned subsidiary of BISYS which is a wholly-owned
subsidiary of BISYS Group, Inc., a publicly held company which is a provider of
information processing, loan servicing and 401(k) administration and
record-keeping services to and through banking and other financial
organizations. The Administrator assists in supervising all operations of each
Fund (other than those performed by the Advisor under the Advisory Agreements,
the Sub-Advisor under the Sub-Advisory Agreement, those performed by AmSouth
under its custodial services agreement with the Trust and those performed by
BISYS Fund Services, Inc. under its transfer agency and fund accounting
agreements with the Trust).
Under the Administration Agreement, the Administrator has agreed to
monitor the net asset value per Share of the Money Market Funds and the
Institutional Money Market Funds, to maintain office facilities for the Trust,
to maintain the Trust's financial accounts and records, and to furnish the Trust
statistical and research data and certain bookkeeping services, and certain
other services required by the Trust. The Administrator prepares annual and
semi-annual reports to the Securities and Exchange Commission, prepares federal
and state tax returns, prepares filings with state securities commissions, and
generally assists in supervising all aspects of the Trust's operations (other
than those performed by the Advisor under the Advisory Agreements, the
Sub-Advisor under the Sub-Advisory Agreement, those by AmSouth under its
custodial services agreement with the Trust and those performed by BISYS Fund
Services, Inc. under its transfer agency and fund accounting agreements with the
Trust). Under the Administration Agreement, the Administrator may delegate all
or any part of its responsibilities thereunder.
Under the Administration Agreement for expenses assumed and services
provided as manager and administrator, the Administrator receives a fee from
each Institutional Money Market Fund equal to the lesser of (a) a fee computed
at the annual rate of (0.10%) of an Institutional Money Market Fund's average
daily net assets; or (b) such fee as may from time
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to time be agreed upon in writing by the Trust and the Administrator. A fee
agreed to from time to time by the Trust and the Administrator may be
significantly lower than the fee calculated at the annual rate and the effect of
such lower fee would be to lower a Fund's expenses and increase the net income
of such Fund during the period when such lower fee is in effect. Each Fund also
bears expenses incurred in pricing securities owned by the Fund.
The Administration Agreement shall, unless sooner terminated as
provided in the Administration Agreement (described below), continue until
December 31, 2000. Thereafter, the Administration Agreement shall be renewed
automatically for successive five-year terms, unless written notice not to renew
is given by the non-renewing party to the other party at least 60 days' prior to
the expiration of the then-current term. The Administration Agreement is
terminable with respect to a particular Fund only upon mutual agreement of the
parties to the Administration Agreement and for cause (as defined in the
Administration Agreement) by the party alleging cause, on not less than 60 days'
notice by the Trust's Board of Trustees or by the Administrator.
The Administration Agreement provides that the Administrator shall not
be liable for any loss suffered by the Trust in connection with the matters to
which the Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
from the reckless disregard by the Administrator of its obligations and duties
thereunder.
Expenses
Each Fund bears the following expenses relating to its operations:
taxes, interest, any brokerage fees and commissions, fees of the Trustees of the
Trust, Securities and Exchange Commission fees, state securities qualification
fees, costs of preparing and printing Prospectuses for regulatory purposes and
for distribution to current Shareholders, outside auditing and legal expenses,
advisory and administration fees, fees and out-of-pocket expenses of the
custodian and the transfer agent, dividend disbursing agents fees, fees and
out-of-pocket expenses for fund accounting services, expenses incurred for
pricing securities owned by it, certain insurance premiums, costs of maintenance
of its existence, costs of Shareholders' and Trustees' reports and meetings, and
any extraordinary expenses incurred in its operation.
Sub-Administrators
AmSouth is retained by BISYS as the Sub-Administrator to the Trust
pursuant to an agreement between the Administrator and AmSouth. On April 1,
1996, AmSouth entered into an Agreement with ASO as the Sub-Administrator of the
Trust. Pursuant to this agreement, AmSouth has assumed certain of the
Administrator's duties, for which AmSouth receives a fee, paid by the
Administrator, calculated at an annual rate of up to (0.10%) ten one-hundredths
of
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one percent of each Fund's average net assets. For the fiscal year ended July
31, 1997, AmSouth received $1,016,191 with respect to the Trust.
BISYS is retained by the Administrator as a Sub-Administrator to the
Trust. Pursuant to its agreement with the Administrator, BISYS Fund Services is
entitled to compensation as mutually agreed upon from time to time by it and the
Administrator.
Distributor
BISYS serves as distributor to each Fund of the Trust pursuant to the
Distribution Agreement dated as of July 16, 1997 (the "Distribution Agreement").
The Distribution Agreement provides that, unless sooner terminated it will
continue in effect until January 31, 1999, and from year to year thereafter if
such continuance is approved at least annually (i) by the Trust's Board of
Trustees or by the vote of a majority of the outstanding Shares of the Funds or
Fund subject to such Distribution Agreement, and (ii) by the vote of a majority
of the Trustees of the Trust who are not parties to such Distribution Agreement
or interested persons (as defined in the Investment Company Act of 1940) of any
party to such Distribution Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Distribution Agreement may be terminated
in the event of any assignment, as defined in the 1940 Act.
A Shareholder Servicing Plan regarding the Classic Shares for the Trust
was initially approved on December 6, 1995 by the Trust's Board of Trustees,
including a majority of the trustees who are not interested persons of the Trust
(as defined in the 1940 Act) and who have no direct or indirect financial
interest in the Shareholder Servicing Plan (the "Independent Trustees"). The
Shareholder Servicing Plan reflects the creation of the Classic Shares, and
provides for fees only upon that Class.
The Shareholder Servicing Plan may be terminated with respect to any
Fund by a vote of a majority of the Independent Trustees, or by a vote of a
majority of the outstanding Classic Shares of that Fund. The Shareholder
Servicing Plan may be amended by vote of the Trust's Board of Trustees,
including a majority of the Independent Trustees, cast in person at a meeting
called for such purpose, except that any change in the Shareholder Servicing
Plan that would materially increase the shareholder servicing fee with respect
to a Fund requires the approval of the holders of that Fund's Classic Class. The
Trust's Board of Trustees will review on a quarterly and annual basis written
reports of the amounts received and expended under the Shareholder Servicing
Plan (including amounts expended by the Distributor to Participating
Organizations pursuant to the Servicing Agreements entered into under the
Shareholder Servicing Plan) indicating the purposes for which such expenditures
were made.
The fee of 0.25% of average daily net assets of the Classic Shares of
each Fund payable under the Trust's Shareholder Servicing Plan, to which Classic
Shares of each Fund of the Trust are subject, is described in the Classic Shares
Prospectuses. For the fiscal year ended
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July 31, 1997 BISYS received $11,306 with respect to the Classic Shares of the
U.S. Treasury Fund (which reflects a fee reduction of $17,000); $122,328 with
respect to the Classic Shares of the Prime Obligations Fund (which reflects a
fee reduction of $183,000); and $20,128 with respect to the Classic Shares of
the Tax-Exempt Fund (which reflects a fee reduction of $30,000).
The Shareholder Servicing and Distribution Plan regarding the Class B
Shares of the Funds (the "Distribution Plan") was initially approved on March
12, 1997 by the Trust's Board of Trustees, including a majority of the trustees
who are not interested persons of the Fund (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the Distribution Plan (the
"Independent Trustees"). The Distribution Plan provides for fees only upon the
Class B Shares of each Fund, as described in the Class B Shares Prospectuses.
In accordance with Rule 12b-1 under the 1940 Act, the Distribution Plan
may be terminated with respect to any Fund by a vote of a majority of the
Independent Trustees, or by a vote of a majority of the outstanding Class B
Shares of that Fund. The Distribution Plan may be amended by vote of the Fund's
Board of Trustees, including a majority of the Independent Trustees, cast in
person at a meeting called for such purpose, except that any change in the
Distribution Plan that would materially increase the distribution fee with
respect to a Fund requires the approval of the holders of that Fund's Class B
Shares. The Trust's Board of Trustees will review on a quarterly and annual
basis written reports of the amounts received and expended under the
Distribution Plan (including amounts expended by the Distributor to
Participating Organizations pursuant to the Servicing Agreements entered into
under the Distribution Plan) indicating the purposes for which such expenditures
were made.
Custodian
AmSouth serves as custodian of the Trust pursuant to a Custodial
Services Agreement with the Trust (the "Custodian"). The Custodian's
responsibilities include safeguarding and controlling the Trust's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Trust's investments.
Transfer Agent and Fund Accounting Services
BISYS Fund Services, Inc. ("Transfer Agent") serves as transfer agent
to each Fund of the Trust pursuant to a Transfer Agency and Shareholder Service
Agreement with the Trust. The Transfer Agent is a wholly-owned subsidiary of The
BISYS Group, Inc.
The Transfer Agent also provides fund accounting services to each of
the Funds pursuant to a Fund Accounting Agreement with the Trust. Under the Fund
Accounting Agreement, the Transfer Agent receives a fee from each Fund at the
annual rate of 0.03% of such Fund's average daily net assets, plus out-of-pocket
expenses, subject to a minimum
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annual fee of $40,000 for each tax exempt fund and $30,000 for each taxable Fund
and the Money Market Funds may be subject to an additional fee of $10,000 for
each Class.
Auditors
The financial information appearing in the Prospectuses under
"FINANCIAL HIGHLIGHTS" has been derived from financial statements of the Trust
incorporated by reference into this Statement of Additional Information which
have been audited by Coopers & Lybrand L.L.P., independent accountants, as set
forth in their report incorporated by reference herein, and are included in
reliance upon such report and on the authority of such firm as experts in
auditing and accounting. Coopers & Lybrand L.L.P.'s address is 100 East Broad
Street, Columbus, Ohio 43215.
Legal Counsel
Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, DC 20005-3333 are counsel to the Trust.
PERFORMANCE INFORMATION
General
From time to time, the Trust may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principals (such
as the effects of inflation, the power of compounding and the benefits of
dollar-cost averaging); (2) discussions of general economic trends; (3)
presentations of statistical data to supplement such discussions; (4)
descriptions of past or anticipated portfolio holdings for one or more of the
Funds within the Trust; (5) descriptions of investment strategies for one or
more of such Funds; (6) descriptions or comparisons of various investment
products, which may or may not include the Funds; (7) comparisons of investment
products (including the Funds) with relevant market or industry indices or other
appropriate benchmarks; and (8) discussions of fund rankings or ratings by
recognized rating organizations.
Yields of the Institutional Money Market Funds
As summarized in the Prospectus of the Institutional Money Market Funds
under the heading "Performance Information," the "yield" of each of those Funds
for a seven-day period (a "base period") will be computed by determining the
"net change in value" (calculated as set forth below) of a hypothetical account
having a balance of one share at the beginning of the period, dividing the net
change in account value by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period return
by
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365/7 with the resulting yield figure carried to the nearest hundredth of one
percent. Net changes in value of a hypothetical account will include the value
of additional shares purchased with dividends from the original share and
dividends declared on both the original share and any such additional shares,
but will not include realized gains or losses or unrealized appreciation or
depreciation on portfolio investments. Yield may also be calculated on a
compound basis (the "effective yield") which assumes that net income is
reinvested in Fund shares at the same rate as net income is earned for the base
period.
The yield and effective yield of the Institutional Money Market Funds
will vary in response to fluctuations in interest rates and in the expenses of
the Fund. For comparative purposes the current and effective yields should be
compared to current and effective yields offered by competing financial
institutions for that base period only and calculated by the methods described
above.
Calculation of Total Return
Total Return is a measure of the change in value of an investment in a
Fund over the period covered, assuming the investor paid the current maximum
applicable sales charge on the investment and that any dividends or capital
gains distributions were reinvested in the Fund immediately rather than paid to
the investor in cash. The formula for calculating Total Return includes four
steps: (1) adding to the total number of shares purchased by a hypothetical
$1,000 investment in the Fund all additional shares which would have been
purchased if all dividends and distributions paid or distributed during the
period had been immediately reinvested; (2) calculating the value of the
hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by the net
asset value per share on the last trading day of the period; (3) assuming
redemption at the end of the period; and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment and annualizing the
result for periods of less than one year.
Performance Comparisons
Yield and Total Return. From time to time, performance information for
the Funds showing their average annual total return and/or yield may be included
in advertisements or in information furnished to present or prospective
Shareholders and the ranking of those performance figures relative to such
figures for groups of mutual funds categorized by Lipper Analytical Services as
having the same investment objectives may be included in advertisements.
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Total return and/or yield may also be used to compare the performance
of the Funds against certain widely acknowledged standards or indices for stock
and bond market performance. The Standard & Poor's Composite Index of 500 Stocks
(the "S&P 500") is a market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 Stocks relative to the base period
1941-43. The S&P 500 is composed almost entirely of common stocks of companies
listed on the New York Stock Exchange, although the common stocks of a few
companies listed on the American Stock Exchange or traded over-the-counter are
included. The 500 companies represented include 400 industrial, 60
transportation and 40 financial services concerns. The S&P 500 represents about
80% of the market value of all issues traded on the New York Stock Exchange.
The NASDAQ-OTC Price Index (the "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded.
The Shearson Lehman Government Bond Index (the "SL Government Index")
is a measure of the market value of all public obligations of the U.S. Treasury;
all publicly issued debt of all agencies of the U.S. government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
government. Mortgage backed securities, flower bonds and foreign targeted issues
are not included in the SL Government Index.
The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion. To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized
statistical rating agency.
All Funds. Current yields or performance will fluctuate from time to time and
are not necessarily representative of future results. Accordingly, a Fund's
yield or performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of a quality, composition, and maturity, as well as
expenses allocated to the Fund. Fees imposed upon customer accounts by Financial
Institutions for cash management services will reduce a Fund's effective yield
to Customers.
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ADDITIONAL INFORMATION
Organization and Description of Shares
The Trust was organized as a Massachusetts business trust by the
Agreement and Declaration of Trust, dated October 1, 1987, under the name "Shelf
Registration Trust IV." The Trust's name was changed to "The ASO Outlook Group"
as of April 12, 1988 and to "AmSouth Mutual Funds" as of August 19, 1993 by
amendments to the Agreement and Declaration of Trust. A copy of the Trust's
Agreement and Declaration of Trust, as amended (the "Declaration of Trust") is
on file with the Secretary of State of The Commonwealth of Massachusetts. The
Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of Shares, which are units of beneficial interest. The Trust presently
has sixteen series of Shares which represent interests in the Prime Obligations
Fund, the U.S. Treasury Fund, the Institutional Prime Obligations Fund, the
Institutional U.S. Treasury Fund, the Tax Exempt Fund, the Equity Fund, the
Regional Equity Fund, the Bond Fund, the Limited Maturity Fund, the Balanced
Fund, the Municipal Bond Fund, the Government Income Fund, the Florida Fund, the
Capital Growth Fund, the Small Cap Fund, and the Equity Income Fund. The Trust's
Declaration of Trust authorizes the Board of Trustees to divide or redivide any
unissued Shares of the Trust into one or more additional series.
Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its
discretion. When issued for payment as described in the Prospectuses and this
Statement of Additional Information, the Trust's Shares will be fully paid and
non-assessable. In the event of a liquidation or dissolution of the Trust,
Shareholders of a Fund are entitled to receive the assets available for
distribution belonging to that Fund, and a proportionate distribution, based
upon the relative asset values of the respective Funds, of any general assets
not belonging to any particular Fund which are available for distribution.
As described in the text of the Prospectuses following the caption
"GENERAL INFORMATION -- Description of the Trust and its Shares," Shares of the
Trust are entitled to one vote per share (with proportional voting for
fractional shares) on such matters as Shareholders are entitled to vote.
Shareholders vote in the aggregate and not by series or class on all matters
except (i) when required by the 1940 Act, shares shall be voted by individual
series, (ii) when the Trustees have determined that the matter affects only the
interests of one or more series or class, then only Shareholders of such series
or class shall be entitled to vote thereon, (iii) when matters pertain to the
Shareholder Servicing Plan, and (iv) when matters pertain to the Distribution
Plan. There will normally be no meetings of Shareholders for the purposes of
electing Trustees unless and until such time as less than a majority of the
Trustees have been elected by the Shareholders, at which time the Trustees then
in office will call a Shareholders' meeting for the election of Trustees. In
addition, Trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding voting Shares of the Trust and filed
with the Trust's custodian or by vote of the
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<PAGE> 71
holders of two-thirds of the outstanding voting Shares of the Trust at a meeting
duly called for the purpose, which meeting shall be held upon the written
request of the holders of not less than 10% of the outstanding voting Shares of
any Fund. Except as set forth above, the Trustees shall continue to hold office
and may appoint their successors.
Shareholder Liability
Under Massachusetts law, Shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims Shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in every agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. The Declaration of Trust provides for indemnification
out of a Fund's property for all loss and expense of any Shareholder of such
Fund held liable on account of being or having been a Shareholder. Thus, the
risk of a Shareholder incurring financial loss on account of Shareholder
liability is limited to circumstances in which a Fund would be unable to meet
its obligations.
The Trust is registered with the Securities and Exchange Commission as
a management investment company. Such registration does not involve supervision
by the Securities and Exchange Commission of the management or policies of the
Trust.
As of May 8, 1998, the trustees and officers of the Trust, as a group,
owned less than 1% of the Premier Shares, the Classic Shares and of the Class B
Shares of any of the Prime Obligations Fund, the U.S. Treasury Fund and the Tax
Exempt Fund, and of the Equity Fund, the Regional Equity Fund, the Tax Exempt
Fund, the Bond Fund, the Limited Maturity Fund, the Balanced Fund, the Municipal
Bond Fund, the Government Income Fund, the Florida Fund, and the Equity Income
Fund.
As of May 11, 1998, AmSouth, 1901 Sixth Avenue North, Birmingham,
Alabama 35203, was the Shareholder of record of 91.33% of the outstanding voting
Shares of the Premier Shares of the Prime Obligations Fund, 97.42% of the
outstanding voting Shares of the Premier Shares of the U.S. Treasury Fund,
99.99% of the outstanding voting Shares of the Premier Shares of the Tax Exempt
Fund, 95.12% of the outstanding voting Shares of the Premier Shares of the
Equity Fund, 94.39% of the outstanding voting Shares of the Premier Shares of
the Regional Equity Fund, 95.27% of the outstanding voting Shares of the Premier
Shares of the Bond Fund, 98.44% of the outstanding voting Shares of the Premier
Shares of the Limited Maturity Fund, 98.46% of the outstanding voting Shares of
the Premier Shares of the Balanced Fund, 96.57% of the outstanding voting Shares
of the Premier Shares of the Florida Fund, 99.99% of the outstanding voting
Shares of the Premier Shares of the Government Income Fund, 99.22% of the
outstanding voting Shares of the Premier Shares of the Municipal Bond Fund,
98.35 % of the outstanding voting Shares of the Premier Shares of the Equity
Income Fund , 95.72% of the outstanding voting Shares of the Premier Shares of
the Capital Growth Fund and 100.00% of the
B-29
<PAGE> 72
outstanding voting Shares of the Premier Shares of the Small Cap Fund.
Under the 1940 Act, AmSouth may be deemed to be a controlling person of the
Premier Class of the Prime Obligations Fund, the Premier Class of the U.S.
Treasury Fund, the Premier Class of the Tax Exempt Fund, the Premier Class of
the Equity Fund, the Premier Class of the Regional Equity Fund, the Premier
Class of the Bond Fund, the Premier Class of the Limited Maturity Fund, the
Premier Class of the Balanced Fund, the Premier Class of the Municipal Bond
Fund, the Premier Class of the Government Income Fund, the Premier Class of the
Florida Fund, the Premier Class of the Equity Income Fund, the Premier Class of
the Capital Growth Fund and the Premier Class of the Small Cap Fund. The
ultimate parent of AmSouth is AmSouth Bancorporation.
As of May 11, 1998 National Financial Services Corporation, One World
Financial Center, 200 Liberty Street, New York, New York 10281, was the
Shareholder of record of 99.06% of the outstanding voting Shares of the Classic
Shares of the Prime Obligations Fund, 85.71 % of the outstanding Shares of the
Classic Shares of the U.S. Treasury Fund, 91.78 % of the outstanding voting
Shares of the Classic Shares of the Tax Exempt Fund, 18.04% of the Government
Income Fund, 19.08% of the outstanding voting Shares of the Classic Shares of
the Bond Fund, 49.13 % of the outstanding voting Shares of the Classic Shares of
the Limited Maturity Fund, 32.23 %of the outstanding voting Shares of the
Classic Shares of the Municipal Bond Fund, 80.84% of the outstanding voting
Shares of the Classic Shares of the Florida Fund, 36.18% of the outstanding
voting Shares of the Classic Shares of the Capital Growth Fund, 49.63% of the
outstanding voting Shares of the Classic Shares of the Small Cap Fund, 86.47% of
the outstanding voting Shares of the Class B Shares of the Bond Fund, 6.79% of
the outstanding voting Shares of the Class B Shares of the Regional Equity Fund
and 18.26% of the outstanding voting Shares of the Class B Shares of the Small
Cap Fund.
The following table indicates each additional person known by the group
to own beneficially 5% or more of the Shares of a Fund of the Trust as of May
11, 1998:
U.S. Treasury Fund -- Classic Shares
Number of
Name and Address Shares Percentage
- ---------------- ------ ----------
Association of Edison 852,328.960 12.86%
Illumination
600 18th Street North
Birmingham, AL 35291
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<PAGE> 73
Equity Fund - Classic Shares
Number of
Name and Address Shares Percentage
- ---------------- ------ ----------
National Bank of Commerce 208,401.822 7.26%
TRST Maynard Cooper
PO Box 10686
Birmingham, AL 35202-0686
Limited Maturity Fund - Classic Shares
Number of
Name and Address Shares Percentage
- ---------------- ------ ----------
Morgan Keegan CF Inc. 28,704.275 6.90%
Robert P. Hall DMD SEP IRA
19493 Scenic HWY 98
Fairhope, AL 36532
Municipal Bond Fund - Classic Shares
Number of
Name and Address Shares Percentage
- ---------------- ------ ----------
Sterne Agee Leach Inc. 13,428.891 5.38%
AC 2432-0915
CMT Plaza Suite 100B
813 Shades Creek Parkway
Birmingham, AL 35209
Lynspen & Company 71,869.217 28.79%
PO Box 2554
Birmingham, AL 35290
JC Bradford Co. Cust. FBO 13,176.907 5.28%
Janet Haynes Findlay Revocable
330 Commerce St.
Nashville, TN 37201-1899
B-31
<PAGE> 74
Sterne Agee Leach Inc. 17,980.206 7.20%
AC 8102-3199
CMT Plaza Suite 10B
813 Shares Creek Parkway
Birmingham, AL 35209
Prime Obligations Fund - Class B Shares
Number of
Name and Address Shares Percentage
- ---------------- ------ ----------
BISYS Fund Services 10.00 100.00%
3435 Stelzer Road
Columbus, OH 43219
The Prospectuses of the Funds and this Statement of Additional
Information omit certain of the information contained in the Registration
Statement filed with the Securities and Exchange Commission. Copies of such
information may be obtained from the Securities and Exchange Commission upon
payment of the prescribed fee.
The Prospectuses of the Funds and this Statement of Additional
Information are not an offering of the securities herein described in any state
in which such offering may not lawfully be made. No salesman, dealer, or other
person is authorized to give any information or make any representation other
than those contained in the Prospectuses of the Funds and this Statement of
Additional Information.
B-32
<PAGE> 75
FINANCIAL STATEMENTS
The Independent Accountant's Report for the year ended July 31, 1997
and the Financial Statements for the AmSouth Mutual Funds for the period ended
July 31, 1997 are all incorporated by reference to the Annual and Semi-Annual
Reports of the AmSouth Mutual Funds, dated as of such dates, which have been
previously sent to Shareholders of each Fund pursuant to the 1940 Act and
previously filed with the Securities and Exchange Commission. A copy of each
such report may be obtained without charge by contacting the Distributor, BISYS
Fund Services at 3435 Stelzer Road, Columbus, Ohio 43219 or by telephone
toll-free at 800-451-8382.
B-33
<PAGE> 76
APPENDIX
Commercial Paper Ratings. Commercial paper ratings of Standard & Poor's
Corporation ("S&P") are current assessments of the likelihood of timely payment
of debt having an original maturity of no more than 365 days. Commercial paper
rated A-1 by S&P indicates that the degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation. Commercial paper
rated A-2 by S&P indicates that capacity for timely payment on issues is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1. Commercial paper rated A-3 indicates adequate capacity
for timely payment. It is, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
Commercial paper rated B is regarded as having only speculative capacity for
timely payment. Commercial paper rated C is assigned to short-term debt
obligations with a doubtful capacity for payment. Commercial paper rated D
represents an issue in default or when interest payments or principal payments
are not made on the date due, even if the applicable grace period has not
expired unless Standard & Poor's believes such payments will be made during such
grace period.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. ("Moody's"). Issuers rated Prime-1 (or related
supporting institutions) are considered to have a superior ability for repayment
of senior short-term debt obligations. Issuers rated Prime-2 (or related
supporting institutions) have a strong ability for repayment of senior
short-term promissory obligations. This will normally be evidenced by many of
the characteristics of Prime-1 rated issuers, but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained. Issuers rated
Prime-3 (or related supporting institutions) have an acceptable ability for
repayment of short-term obligations. The effect of industry characteristics and
market composition may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection measurements
and may require relatively high financial leverage. Adequate alternate liquidity
is maintained. Issuers rated Not Prime do not fall within any of the Prime
rating categories.
Commercial paper rated F-1 by Fitch Information Service ("Fitch") is
regarded as having a very strong degree of assurance for timely payments.
Commercial paper rated F-2 by Fitch is regarded as having a satisfactory degree
of assurance of timely payment, but that margin of safety is not as great as for
issues assigned F-1+ and F-1 ratings. Commercial paper rated F-3 has an adequate
degree of assurance for timely payment but near-term adverse changes could cause
these securities to be rated below investment grade. Issues rated F-S have
characteristics suggesting a minimal degree of assurance for timely payment and
are vulnerable to near-term adverse changes in financial and economic
conditions. The plus (+) sign is used after a rating symbol to designate the
relative position of an issuer within the rating category.
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<PAGE> 77
Corporate Debt and State and Municipal Bond Ratings.
Standard & Poor's Corporation. Debt rated AAA has the highest rating
assigned by S&P. Capacity to pay interest and repay principal is extremely
strong. Debt rated AA has a very strong capacity to pay interest and to repay
principal and differs from the highest rated issues only in small degree. Debt
rated A has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories. Debt rated BBB is
regarded as having an adequate capacity to pay interest and repay principal.
Whereas it normally exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in
the higher rated categories.
BB -- Debt rated "BB" has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.
B -- Debt rated "B" has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal.
CCC -- Debt rated "CCC" has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial, or economic conditions, it is not likely
to have the capacity to pay interest and repay principal.
CC -- The rating "CC" is currently highly vulnerable to nonpayment.
C -- The "C" rating may be used to cover a situation where a bankruptcy
petition has been filed, but debt service payments are continued.
D -- Debt rated "D" is in payment default. The "D" rating category is
used when interest payments or principal payments are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
To provide more detailed indications of credit quality, the ratings
from AA to A may be modified by the addition of a plus or minus sign to show
relative standing within this major rating category.
B-35
<PAGE> 78
Moody's Investor Services. Bonds that are rated Aaa by Moody's are
judged to be of the best quality. They carry the smallest degree of investment
risk and are generally referred to as "gilt edged." Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues. Bonds that are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear somewhat larger
than in Aaa securities. Bonds that are rated A by Moody's possess many favorable
investment attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment some time in the future. Bonds that are rated Baa are considered
medium-grade obligations; they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa -- Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
C -- Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
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<PAGE> 79
Other Ratings of Municipal Obligations
The following summarizes the two highest ratings used by Moody's
ratings for state and municipal short-term obligations. Obligations bearing
MIG-1 and VMIG-1 designations are of the best quality, enjoying strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing. Obligations rated "MIG-2" or
"VMIG-2" denote high quality with ample margins of protection although not so
large as in the preceding rating group.
S&P SP-1 and SP-2 municipal note rating (the two highest ratings
assigned) are described as follows:
"SP-1" Strong capacity to pay principal and interest. Issues determined
to possess very strong characteristics are given a plus (+)
designation.
"SP-2" Satisfactory capacity to pay principal and interest with some
vulnerability to adverse financial and economic changes over the term
of the notes.
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<PAGE> 80
- ------------------ COMPARISON OF FOOTERS ------------------
- -FOOTER 1-
B-1
- -FOOTER 2-
7053572.02 PEA 26
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<PAGE> 81
This redlined draft, generated by CompareRite - The Instant Redliner, shows the
differences between -
original document : G:\DOCSOPEN\PROGS\WASH1\AALBERTE\7047437.03
and revised document: G:\DOCSOPEN\PROGS\WASH1\AALBERTE\7053572.02
CompareRite found 282 change(s) in the text
CompareRite found 2 change(s) in the notes
Deletions appear as a bold
Additions appear as bold+dbl underlined text
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<PAGE> 82
Part C of Post-Effective Amendment No. 26
to
Registration Statement
of
AMSOUTH MUTUAL FUNDS
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements.
Included in Part A:
-- The "Financial Highlights" have been incorporated by
reference to Part A of Post-Effective Amendment No. 25 to
the Registrant's Registration Statement on Form N-1A,
filed with the Securities and Exchange Commission on
November 26, 1997.
Included in Part B:
The financial statements have been incorporated by reference to
Part B of Post-Effective Amendment No. 25 to the Registrant's Registration
Statement on Form N-1A, filed with the Securities and Exchange Commission on
November 26, 1997:
(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,
C-1
<PAGE> 83
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).
(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 A dated March 17, 1998
to the Investment Advisory Agreement
dated as of August 1, 1988 between the
Registrant and AmSouth Bank, N.A. is
filed herewith.
(d) 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).
(e) 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 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
C-2
<PAGE> 84
(f) Investment Sub-Advisory Agreement dated
as of March 12, 1997 between AmSouth Bank
and Rockhaven Asset Management --
incorporated by reference to Exhibit 5(f)
to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement filed
on July 3, 1997 on Form N-1A
(File No. 33-21660).
(g) Investment Sub-Advisory Agreement dated
July 31, 1997 between AmSouth Bank and
Peachtree Asset Management --
incorporated by reference to Exhibit 5(g)
to Post-Effective Amendment No. 25 to the
Registrant's Registration Statement filed
on November 26, 1997 on Form N-1A (File
No. 33-21660).
(h) Investment Sub-Advisory Agreement dated
as of March 2, 1998 between AmSouth Bank
and Sawgrass Asset Management, LLC is
filed herewith.
(6) (a) Distribution Agreement dated as of
July 16, 1997 between the Registrant and
BISYS Fund Services, Limited Partnership
is incorporated by reference to Exhibit
6(a) of Post-Effective Amendment No. 24
to the Registrant's Registration
Statement filed on August 27, 1997 on
Form N-1A (File No. 33-21660).
(b) Amended Schedules A, B and D dated March
17, 1998 to the Distribution Agreement
between the Registrant and BISYS Fund
Services Limited Partnership are filed
herewith.
(c) 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).
(d) 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).
(e) 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).
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<PAGE> 85
(7) None.
(8) (a) Custodian Agreement dated as of April 17,
1997 between the Registrant and AmSouth
Bank -- incorporated by reference to
Exhibit 8(a) to Post-Effective Amendment
No. 23 to the Registrant's Registration
Statement filed on July 3, 1997 on Form
N-1A (File No. 33-21660).
(b) Amended Schedule A dated March 17, 1998
to the Custodian Agreement between the
Registrant and AmSouth Bank is filed
herewith.
(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) Amended Schedule A dated March 17, 1998
to the Management and Administration
Agreement between the Registrant and ASO
Services Company is filed herewith.
(c) Sub-Administration Agreement between ASO
Services Company and AmSouth Bank --
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 are
filed herewith.
(e) Sub-Administration Agreement between ASO
Services Company and BISYS Fund Services,
LP -- incorporated by reference to
Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(f) Amended Schedules A and B to the
Sub-Administration Agreement between ASO
Services Company and BISYS Fund Services,
LP are filed herewith.
(g) Transfer Agency and Shareholder Service
Agreement dated as of July 16, 1989,
between the Registrant and BISYS Fund
Services Ohio, Inc. (formerly, The Winsbury
Service Corporation) - is incorporated by
reference to Post-Effective Amendment No. 3
to the Registrant's Registration Statement
on Form N-1A (File No. 33-21660).
C-4
<PAGE> 86
(h) Amended Schedule A dated March 17, 1998
to the Transfer Agency and Shareholder
Services Agreement between Registrant and
BISYS Fund Services, Inc. is filed
herewith.
(i) Fund Accounting Agreement dated as of
April 1, 1996 between the Registrant and
BISYS Fund Services -- incorporated by
reference to Post-Effective Amendment No.
19 to the Registrant's Registration
Statement on Form N-1A (File No.
33-21660).
(10) Opinion of Ropes & Gray is filed herewith.
(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).
(14) None.
(15) None.
C-5
<PAGE> 87
(16) (a) 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).
(b) Performance Calculation Schedules for the
Municipal Bond Fund and Equity Income
Fund are incorporated by reference to
Exhibit 16(b) to Post-Effective Amendment
No. 24 to the Registrant's Registration
Statement filed on August 27, 1997 on
Form N-1A (File No. 33-21660).
(c) Performance Calculation Schedule for the
Capital Growth Fund is incorporated by
reference to Exhibit 16(c) to
Post-Effective Amendment No. 24 to the
Registrant's Registration Statement filed
on August 27, 1997 on Form N-1A (File No.
33-21660).
(17) (a) Financial Data Schedule for the Classic
Shares of the AmSouth Municipal Bond Fund,
for the period August 1, 1997 to October
31, 1997, is filed herewith.
(b) Financial Data Schedule for the Premier
Shares of the AmSouth Municipal Bond
Fund, for the period August 1, 1997 to
October 31, 1997, is filed herewith.
(c) Financial Data Schedule for the Class B
Shares of the AmSouth Capital Growth Fund
is filed herewith.
(d) Financial Data Schedule for the Classic
Shares of the AmSouth Capital Growth Fund
is filed herewith.
(e) Financial Data Schedule for the Premier
Shares of the AmSouth Capital Growth Fund
is filed herewith.
(f) Financial Data Schedule for the AmSouth
Florida Tax-Free Fund is filed herewith.
(g) Financial Data Schedule for the Classic
Shares of the AmSouth Prime Obligations
Fund is filed herewith.
(h) Financial Data Schedule for the Premier
Shares of the AmSouth Prime Obligations
Fund is filed herewith.
C-6
<PAGE> 88
(i) Financial Data Schedule for the AmSouth
Municipal Bond Fund for the period from
July 1, 1997 through July 31, 1997 is filed
herewith.
(j) Financial Data Schedule for the AmSouth
Equity Income Fund is filed herewith.
(k) Financial Data Schedule for the Classic
Shares of the AmSouth U.S. Treasury Fund
is filed herewith.
(l) Financial Data Schedule for the Premier
Shares of the AmSouth U.S. Treasury Fund
is filed herewith.
(m) Financial Data Schedule for the AmSouth
Bond Fund is filed herewith.
(n) Financial Data Schedule for the AmSouth
Equity Fund is filed herewith.
(o) Financial Data Schedule for the AmSouth
Regional Equity Fund is filed herewith.
(p) Financial Data Schedule for the AmSouth
Limited Maturity Fund is filed herewith.
(q) Financial Data Schedule for the Classic
Shares of the AmSouth Tax Exempt Fund is
filed herewith.
(r) Financial Data Schedule for the Premier
Shares of the AmSouth Tax Exempt Fund is
filed herewith.
(s) Financial Data Schedule for the AmSouth
Balanced Fund is filed herewith.
(t) Financial Data Schedule for the AmSouth
Government Income Fund is filed herewith.
(18) (a) Multiple Class Plan for AmSouth Mutual
Funds adopted by the Board of Trustees on
December 6, 1995, as amended and restated
as of July 16, 1997 and as of March 17,
1998 is filed herewith.
(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-7
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(c) Amended Schedule I to the Shareholder
Servicing Plan -- incorporated by
reference to Exhibit 18(d) to
Post-Effective Amendment No. 23 to the
Registrant's Registration Statement filed
on July 3, 1997 on Form N-1A (File No.
33-21660).
(d) 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).
(e) Distribution and Shareholder Services
Plan between the Registrant and BISYS
Fund Services, LP, dated as of March 12,
1997, as amended and restated as of March
18, 1998, is filed herewith.
- -------------
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, AmSouth U.S. Treasury Fund, Tax
Exempt Fund, Bond Fund, Limited Maturity Fund, Municipal
Bond Fund, Government Income Fund, Florida Tax-Free Fund,
Balanced Fund, Equity Income Fund, Capital Growth Fund and
Small Cap Fund.
Item 26. Number of Holders of Securities
As of April 30, 1998, the number of record holders of the
Registrant's respective series of shares were as follows:
Number of
Title of Series Record Holders
--------------- --------------
Prime Obligations Fund -- Premier Shares 11
Prime Obligations Fund -- Classic Shares 16
Prime Obligations Fund -- Class B Shares 1
U.S. Treasury Fund -- Premier Shares 9
U.S. Treasury Fund -- Classic Shares 7
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<PAGE> 90
Tax Exempt Fund -- Premier Shares 4
Tax-Exempt Fund -- Classic Shares 14
Equity Fund -- Premier Shares 6
Equity Fund -- Classic Shares 3,771
Equity Fund -- Class B Shares 755
Regional Equity Fund -- Premier Shares 6
Regional Equity Fund -- Classic Shares 3,408
Regional Equity Fund -- Class B Shares 303
Equity Income Fund -- Premier Shares 4
Equity Income Fund -- Classic Shares 1,403
Equity Income Fund -- Class B Shares 671
Bond Fund -- Premier Shares 6
Bond Fund -- Classic Shares 325
Bond Fund -- Class B Shares 17
Capital Growth Fund -- Premier Shares 4
Capital Growth Fund -- Classic Shares 495
Capital Growth Fund -- Class B Shares 363
Balanced Fund -- Premier Shares 6
Balanced Fund -- Classic Shares 2,585
Balanced Fund -- Class B Shares 285
Small Cap Fund -- Premier Shares 1
Small Cap Fund -- Classic Shares 82
Small Cap Fund -- Class B Shares 74
Limited Maturity Fund -- Premier Shares 6
Limited Maturity Fund -- Classic Shares 104
Municipal Bond Fund -- Premier Shares 5
Municipal Bond Fund -- Classic Shares 18
Government Income Fund -- Premier Shares 3
Government Income Fund -- Classic Shares 343
C-9
<PAGE> 91
Florida Tax-Free Fund -- Premier Shares 3
Florida Tax-Free Fund -- Classic Shares 55
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
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 wilful 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.
C-10
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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
wilful 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 wilful misfeasance, bad faith, gross negligence
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 wilful 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
wilful 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
C-11
<PAGE> 93
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.
Item 28. Business and Other Connections of Investment Advisor and
Investment Sub-Advisors.
AmSouth Bank
AmSouth Bank ("AmSouth") is the investment advisor of each
Fund of the Trust. AmSouth is the bank affiliate of AmSouth
Bancorporation, one of the largest banking institutions
headquartered in the mid-south region. AmSouth Bancorporation
reported assets as of March 31, 1998 of $19.4 billion and
operated 270 banking offices and over 600 ATM locations in
Alabama, Florida, Georgia and Tennessee. AmSouth has provided
investment management services through its Trust Investment
Department since 1915. As of March 31, 1998, AmSouth and its
affiliates had over $8.7 billion in assets under discretionary
management and provided custody services for an additional
$21.6 billion in securities. AmSouth is the largest provider
of trust services in Alabama, 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 advisor 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.
C-12
<PAGE> 94
Name and Position with Other business, profession,
AmSouth Bank AmSouth Bank vocation, or employment
- ------------ ------------------------------------
J. Harold Chandler Chairman, President & CEO
Director Provident Companies, Inc.
One Fountain Square
Chattanooga, Tennessee 37402
James E. Dalton, Jr. President and CEO
Director Quorum Health Group, Inc.
103 Continental Place
Brentwood, Tennessee 37027
Rodney C. Gilbert Chairman of the Board & CEO
Director Enfinity Corporation
3700 Old Leeds Road
Birmingham, Alabama 35213
Elmer B. Harris President and CEO
Director Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291
Victoria Jackson Gregorious President and CEO
Director DSS/ProDiesel, Inc.
922 Main Street
Nashville, Tennessee 37206
Ronald L. Kuehn, Jr. Chairman of the Board, President and CEO
Director Sonat Inc.
1900 Fifth Avenue North
Birmingham, Alabama 35203
James R. Malone Chairman and CEO
Director HMI Industries, Inc./Intok Capital, Inc.
8889 Pelican Bay Boulevard
Naples, Florida 34108
Claude B. Nielson President and CEO
Director Coca-Cola Bottling Company United, Inc.
4600 East Lake Boulevard
Birmingham, Alabama 35217
C-13
<PAGE> 95
Dr. Benjamin F. Payton President
Director Tuskegee University
399 Montgomery Road
Tuskegee, Alabama 36083
C. Dowd Ritter None
Chairman, President and CEO
Herbert A. Sklenar Chairman Emeritus
Director Vulcan Materials Company
Two Metroplex Drive
Birmingham, Alabama 35209
Michael C. Baker
Senior Executive Vice President None
O.B. Grayson Hall, Jr. None
Executive Vice President
David B. Edmonds None
Executive Vice President
Sloan D. Gibson, IV None
Senior Executive Vice President
and Chief Financial Officer
W. Charles Mayer, III None
Senior Executive Vice President
Candice W. Rogers None
Senior Executive Vice President
E.W. Stephenson, Jr. None
Senior Executive Vice President
Alfred W. Swan, Jr. None
Senior Executive Vice President
C-14
<PAGE> 96
Stephen A. Yoder None
Executive Vice President
and General Counsel
Rockhaven
Rockhaven Asset Management, LLC ("Rockhaven") is the sub-advisor of the
AmSouth Equity Income Fund. Rockhaven is jointly owned by Christopher H. Wiles
(50%) and AmSouth Bank (50%), and is headquartered in Pittsburgh, Pennsylvania.
As of March 1, 1998, the AmSouth Equity Income Fund is by far the predominate
client of Rockhaven. In the future, Rockhaven intends to advise on other mutual
funds and separate accounts.
Set forth below is 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 sub-advisor 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,
Rockhaven Asset Management vocation, or employment
- -------------------------- -----------------------
Christopher H. Wiles Prior to February 7, 1997, Senior Vice
President and Chief Investment President, Federated Investors, Pittsburgh, PA
Officer and Managing Partner
Michael C. Baker Senior Executive Vice President, AmSouth
Managing Partner Bank, Birmingham, Alabama
Peachtree
Peachtree Asset Management ("Peachtree") is the sub-adviser of the
AmSouth Capital Growth Fund. Peachtree is a division of Smith Barney Mutual
Funds Management Inc. ("SBMFM"), a wholly-owned subsidiary of Smith Barney
Holdings, Inc., which in turn is a wholly-owned subsidiary of Travelers Group
Inc. Peachtree has performed advisory services since 1994 for institutional
clients, and has its principal offices at 303 Peachtree Street, N.E., Atlanta,
GA 30308. SBMFM and its predecessors have been providing investment advisory
services to mutual funds since 1968. As of February 28, 1998, SBMFM had
aggregate assets under management of approximately $100 billion.
Set forth below is information as to any other business, vocation or
employment of a substantial nature (other than service in wholly-owned
subsidiaries or the parent corporation) in which each director or senior officer
of the Registrant's sub-advisor 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.
C-15
<PAGE> 97
Name and Position with Other business, profession,
Peachtree Asset Management vocation, or employment
- -------------------------- -----------------------
Lamond Godwin N/A
Chairman & CEO
Dennis A. Johnson N/A
President & Chief Investment Officer
Sawgrass
Sawgrass Asset Management, LLC ("Sawgrass") serves as the investment
sub-advisor to the AmSouth Small Cap Fund. Sawgrass is 50% owned by AmSouth and
50% owned by Sawgrass Asset Management, Inc. Sawgrass Asset Management, Inc. is
controlled by Mr. Dean McQuiddy, Mr. Brian Monroe and Mr. Andrew Cantor.
Sawgrass was organized in January, 1998 to perform advisory services for
investment companies and other institutional clients and has its principal
offices at 4337 Pablo Oaks Court, Jacksonville, FL 32224.
Set forth below is 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 sub-advisor 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,
Sawgrass Asset Management, LLC vocation or employment
- ------------------------------ ----------------------
Dean E. McQuiddy, Principal Barnett Capital Advisors
Andrew M. Cantor, Principal Barnett Capital Advisors
Brian K. Monroe, Principal Barnett Asset Management
Item 29. Principal Underwriter.
(a) BISYS Fund Services, Limited Partnership ("BISYS Fund Services")
acts as distributor for the Registrant. BISYS Fund Services also
distributes the securities of American Performance Funds, The ARCH
Fund, Inc., The BB&T Mutual Funds Group, The Coventry Group, The Empire
Builder Tax Free Bond Fund, ESC Strategic Funds, Inc., The Eureka
Funds, Fountain Square Funds, Hirtle Callaghan Trust, HSBC Family of
Funds, The Infinity Mutual Funds, Inc., INTRUST Funds Trust, The Kent
Funds, Magna Funds, Meyers Investment Trust, MMA Praxis
C-16
<PAGE> 98
Mutual Funds, M.S.D.&T. Funds, Pacific Capital Funds, Parkstone Group
of Funds, The Parkstone Advantage Fund, Pegasus Funds, The Republic
Funds Trust, The Republic Advisors Funds Trust, The Riverfront Funds,
Inc., SBSF Funds, Inc. dba Key Mutual Funds, Sefton Funds, The Sessions
Group, Summit Investment Trust, Variable Insurance Funds, The Victory
Portfolios, The Victory Variable Funds, and Vintage Mutual Funds, Inc.
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:
Positions and Offices with Positions and
Name and Principal BISYS Fund Services, Offices with
Business Addresses Limited Partnership The Registrant
- ------------------ ------------------- --------------
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
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)
C-17
<PAGE> 99
(2) AmSouth Bank
1901 Sixth Avenue - North
Birmingham, Alabama 35203
Attention: Trust Investments
(Investment Advisor and Custodian)
(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) Rockhaven Asset Management, LLC
100 First Avenue, Suite 1050
Pittsburgh, Pennsylvania 15222
(Sub-Advisor to the Equity Income Fund)
(6) BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
(Transfer and Shareholder Servicing Agent, Provider
of Fund Accounting Services)
(7) Peachtree Asset Management
A Division of Smith Barney Mutual Funds Management Inc.
One Peachtree Center
Atlanta, Georgia 30308
(Sub-Advisor to the Capital Growth Fund)
(8) Sawgrass Asset Management, LLC
4337 Pablo Oaks Court
Jacksonville, Florida 32224
(Sub-Advisor to the Small Cap Fund)
Item 31. Management Services
None.
C-18
<PAGE> 100
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.
C-19
<PAGE> 101
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this Amendment
No. 26 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 22nd day of May, 1998.
AMSOUTH MUTUAL FUNDS,
Registrant
*/s/ GEORGE R. LANDRETH
------------------------
George R. Landreth
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
26 to the Registration Statement of AmSouth Mutual Funds has been signed below
by the following persons in the capacities indicated on the 22nd day of May,
1998.
Signature Title Date
- --------- ----- ----
/s/ GEORGE R. LANDRETH* Chairman May 22, 1998
- -----------------------------
George R. Landreth
/s/ J. DAVID HUBER* Trustee May 22, 1998
- -----------------------------
J. David Huber
/s/ CHARLES L. BOOTH* Treasurer May 22, 1998
- -----------------------------
Charles L. Booth
/s/ JAMES H. WOODWARD, JR.* Trustee May 22, 1998
- -----------------------------
James H. Woodward, Jr.
/s/ HOMER H. TURNER, JR.* Trustee May 22, 1998
- -----------------------------
Homer H. Turner, Jr.
/s/ WENDELL D. CLEAVER* Trustee May 22, 1998
- -----------------------------
Wendell D. Cleaver
/s/ DICK D. BRIGGS, JR.* Trustee May 22, 1998
- -----------------------------
Dick D. Briggs, Jr.
* By /s/ ALAN G. PRIEST
- ----------------------------- May 22, 1998
Alan G. Priest,
Attorney-in-fact, pursuant to Powers of Attorney filed herewith
C-20
<PAGE> 102
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> 103
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> 104
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> 105
POWER OF ATTORNEY
George R. Landreth whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Maryellen M.
Lundquist, 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 George R. Landreth 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: 6/10/97 /s/ GEORGE R. LANDRETH
--------------------- -----------------------
George R. Landreth
<PAGE> 106
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> 107
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> 108
POWER OF ATTORNEY
Charles L. Booth, whose signature appears below, does hereby constitute
and appoint Martin E. Lybecker, Alan G. Priest, and Maryellen M. Lundquist, 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: February 26, 1998 /s/ CHARLES BOOTH
--------------------- -----------------------
Charles Booth
<PAGE> 109
EXHIBIT INDEX
--------------
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
5(c) Amended Schedule A to the Investment Advisory Agreement
5(h) Investment Sub-Advisory Agreement between AmSouth Bank and
Sawgrass Asset Management, LLC
5(i) Amended Schedule A to the Investment Advisory Agreement
6(b) Amended Schedules A, B and D to the Distribution Agreement
8(b) Amended Schedule A to the Custodian Agreement
9(b) Amended Schedule A to the Management and Administration Agreement
9(d) Form of Schedules A and B to the Sub-Administration Agreement
between ASO Services Company and AmSouth Bank
9(f) Amended Schedules A and B to the Sub-Administration Agreement
between ASO Services Company and BISYS Fund Services
9(h) Amended Schedule A to the Transfer Agency and Shareholder Services
Agreement
10 Opinion of Ropes & Gray
11(a) Consent of Coopers & Lybrand L.L.P.
11(b) Consent of Ropes & Gray
18(a) Multiple Class Plan
18(e) Distribution and Shareholder Services Plan
</TABLE>
-1-
<PAGE> 110
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
27 Financial Data Schedules
(a) Financial Data Schedule for the Classic Shares of the AmSouth
Municipal Bond Fund, for the period August 1, 1997 to October 31,
1997, is filed herewith.
(b) Financial Data Schedule for the Premier Shares of the AmSouth
Municipal Bond Fund, for the period August 1, 1997 to October 31,
1997, is filed herewith.
(c) Financial Data Schedule for the Class B Shares of the AmSouth
Capital Growth Fund is filed herewith.
(d) Financial Data Schedule for the Classic Shares of the AmSouth
Capital Growth Fund is filed herewith.
(e) Financial Data Schedule for the Premier Shares of the AmSouth
Capital Growth Fund is filed herewith.
(f) Financial Data Schedule for the AmSouth Florida Tax-Free Fund is
filed herewith.
(g) Financial Data Schedule for the Classic Shares of the AmSouth
Prime Obligations Fund is filed herewith.
(h) Financial Data Schedule for the Premier Shares of the AmSouth
Prime Obligations Fund is filed herewith.
(i) Financial Data Schedule for the AmSouth Municipal Bond Fund for
the period from July 1, 1997 through July 31, 1997 is filed
herewith.
(j) Financial Data Schedule for the AmSouth Equity Income Fund is
filed herewith.
(k) Financial Data Schedule for the Classic Shares of the AmSouth U.S.
Treasury Fund is filed herewith.
(l) Financial Data Schedule for the Premier Shares of the AmSouth U.S.
Treasury Fund is filed herewith.
(m) Financial Data Schedule for the AmSouth Bond Fund is filed herewith.
(n) Financial Data Schedule for the AmSouth Equity Fund is filed herewith.
</TABLE>
-2-
<PAGE> 111
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
(o) Financial Data Schedule for the AmSouth Regional Equity Fund is
filed herewith.
(p) Financial Data Schedule for the AmSouth Limited Maturity Fund is
filed herewith.
(q) Financial Data Schedule for the Classic Shares of the AmSouth Tax
Exempt Fund is filed herewith.
(r) Financial Data Schedule for the Premier Shares of the AmSouth
Tax-Exempt Fund is filed herewith.
(s) Financial Data Schedule for the AmSouth Balanced Fund is filed
herewith.
(t) Financial Data Schedule for the AmSouth Government Income Fund is
filed herewith.
</TABLE>
-3-
<PAGE> 1
Exhibit 5(c)
DATED: MARCH 17, 1998
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
DATED AS OF AUGUST 1, 1988 BETWEEN
AMSOUTH MUTUAL FUNDS (FORMERLY THE ASO OUTLOOK GROUP)
AND
AMSOUTH BANK (FORMERLY AMSOUTH BANK, N.A.)
NAME OF FUND
- ----------------------
AmSouth Mutual Funds Annual rate of forty one-hundredths of one percent
Prime Obligations Fund (.40%) of AmSouth Mutual Funds Prime Obligations
Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of eighty one-hundredths of one
Equity Fund percent (.80%) of AmSouth Mutual Funds Equity
Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of eighty one-hundredths of one
Regional Equity Fund percent (.80%) of AmSouth Mutual Funds Regional
Equity Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of forty one-hundredths of one percent
U.S. Treasury Fund (.40%) of AmSouth Mutual Funds U.S. Treasury
Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of forty one-hundredths of one percent
Tax Exempt Fund (.40%) of AmSouth Mutual Funds Tax Exempt Fund's
average daily net assets.
AmSouth Mutual Funds Annual rate of sixty-five one-hundredths of one
Bond Fund percent (.65%) of AmSouth Mutual Funds Bond Fund's
average daily net assets.
AmSouth Mutual Funds Annual rate of eighty one-hundredths of one
Balanced Fund percent (.80%) of AmSouth Mutual Funds Balanced
Fund's average daily net assets.
<PAGE> 2
AmSouth Mutual Funds Annual rate of sixty-five one-hundredths of one
Municipal Bond Fund percent (.65%) of AmSouth Mutual Funds Municipal
Bond Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of sixty-five one-hundredths of one
Government Income Fund percent (.65%) of AmSouth Mutual Funds Government
Income Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of sixty-five one-hundredths of one
Florida Tax-Free Fund percent (.65%) of AmSouth Mutual Funds Florida
Tax-Free Fund's average daily net assets.
AmSouth Mutual Funds Annual Basic Rate of eighty one-hundredths of one
Capital Growth Fund percent (.80%) of AmSouth Mutual Funds Capital
Growth Fund's average daily net assets.
AmSouth Mutual Funds Annual Basic Rate of one hundred twenty
Small Cap Fund one-hundredths of one percent (1.20%) of AmSouth
Mutual Funds Small Cap Fund's average daily net
assets.
AmSouth Mutual Funds Annual rate of eighty one-hundredths of one
Equity Income Fund percent (.80%) of AmSouth Mutual Funds Equity
Income Fund's average daily net assets.
AmSouth Mutual Funds Annual rate of twenty one-hundredths of one
Institutional Prime percent (.20%) of the AmSouth Mutual Funds
Obligations Fund Institutional Prime Obligations Fund.
AmSouth Mutual Funds Annual rate of twenty one-hundredths of one
Institutional U.S. percent (.20%) of the AmSouth Mutual Funds
Treasury Fund Institutional U.S. Treasury Fund
AMSOUTH BANK AMSOUTH MUTUAL FUNDS
By: /s/ Michael C. Baker By: /s/ George R. Landreth
---------------------------- ----------------------------
Name: Name:
-------------------------- --------------------------
Title: Title:
------------------------- -------------------------
<PAGE> 1
Exhibit 5(h)
SCHEDULE A
To Sub-Advisory Agreement
dated as of March 2, 1998
between
AmSouth Bank and Sawgrass Asset Management, LLC
NAME OF FUND COMPENSATION
- -------------------------
AmSouth Small Cap Fund Annual rate of eighty-four
one-hundredths of one percent
(.84%) of the AmSouth Small Cap
Fund's average daily net assets
Consented to by:
Date AMSOUTH BANK
---------------
By: /s/ Michael C. Baker
---------------------------
Date: SAWGRASS ASSET MANAGEMENT, LLC
--------------
By: /s/ D. McQuiddy
---------------------------
A-1
<PAGE> 1
Exhibit 6(b)
March 17, 1998
SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
NAME OF FUND
- ----------------------
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Bond Fund
AmSouth Limited Maturity Fund
AmSouth Municipal Bond Fund
AmSouth Balanced Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
--------------------------
Name:
------------------------
Title:
-----------------------
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ J. David Huber
--------------------------
Name:
------------------------
Title:
-----------------------
<PAGE> 2
Exhibit 6(b)
Dated: March 17, 1998
SCHEDULE B
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
Servicing Plan Funds
- --------------------
Classic Shares of the AmSouth Prime Obligations Fund
Classic Shares of the AmSouth U.S. Treasury Fund
Classic Shares of the AmSouth Tax Exempt Fund
Classic Shares of the AmSouth Equity Fund
Classic Shares of the AmSouth Regional Equity Fund
Classic Shares of the AmSouth Bond Fund
Classic Shares of the AmSouth Limited Maturity Fund
Classic Shares of the AmSouth Municipal Bond Fund
Classic Shares of the AmSouth Balanced Fund
Classic Shares of the AmSouth Government Income Fund
Classic Shares of the AmSouth Florida Tax-Free Fund
Classic Shares of the AmSouth Capital Growth Fund
Classic Shares of the AmSouth Small Cap Fund
Classic Shares of the AmSouth Equity Income Fund
Distribution Plan Funds
- -----------------------
Class B Shares of the AmSouth Prime Obligations Fund
Class B Shares of the AmSouth Equity Fund
Class B Shares of the AmSouth Regional Equity Fund
Class B Shares of the AmSouth Bond Fund
Class B Shares of the AmSouth Limited Maturity Fund
Class B Shares of the AmSouth Municipal Bond Fund
Class B Shares of the AmSouth Balanced Fund
Class B Shares of the AmSouth Government Income Fund
Class B Shares of the AmSouth Florida Tax-Free Fund
Class B Shares of the AmSouth Capital Growth Fund
Class B Shares of the AmSouth Small Cap Fund
Class B Shares of the AmSouth Equity Income Fund
Class II Shares of the AmSouth Institutional Prime Obligations Fund
Class III Shares of the AmSouth Institutional Prime Obligations Fund
Class II Shares of the AmSouth Institutional U.S. Treasury Fund
Class III Shares of the AmSouth Institutional U.S. Treasury Fund
<PAGE> 3
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
--------------------------
Name:
------------------------
Title:
-----------------------
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ J. David Huber
--------------------------
Name:
------------------------
Title:
-----------------------
<PAGE> 4
Exhibit 6(b)
Dated: March 17, 1998
SCHEDULE D
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
Class B Shares of the AmSouth
Prime Obligations Fund
Class B Shares of the AmSouth
Equity Fund
Class B Shares of the AmSouth
Regional Equity Fund
Class B Shares of the AmSouth
Bond Fund
Class B Shares of the AmSouth
Limited Maturity Fund
Class B Shares of the AmSouth
Municipal Bond Fund
Class B Shares of the AmSouth
Balanced Fund
Class B Shares of the AmSouth
Government Income Fund
Class B Shares of the AmSouth
Florida Tax-Free Fund
Class B Shares of the AmSouth
Capital Growth Fund
Class B Shares of the AmSouth
Small Cap Fund
<PAGE> 5
Class B Shares of the AmSouth
Equity Income Fund
Class II Shares of the AmSouth
Institutional Prime Obligations Fund
Class III Shares of the AmSouth
Institutional Prime Obligations Fund
Class II Shares of the AmSouth
Institutional U.S. Treasury Fund
Class III Shares of the AmSouth
Institutional U.S. Treasury Fund
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
--------------------------
Name:
------------------------
Title:
-----------------------
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ J. David Huber
--------------------------
Name:
------------------------
Title:
-----------------------
<PAGE> 1
Exhibit 8(b)
Dated: March 17, 1998
SCHEDULE A
TO THE CUSTODY AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
AMSOUTH BANK
DATED APRIL 17, 1997
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
The AmSouth Mutual Funds
By: /s/ George R. Landreth
---------------------------
Title:
------------------------
AmSouth Bank
By: /s/ Michael C. Baker
---------------------------
Title:
------------------------
<PAGE> 1
Exhibit 9(b)
Dated: March 17, 1998
SCHEDULE A
TO THE
MANAGEMENT AND ADMINISTRATION AGREEMENT
BETWEEN AMSOUTH MUTUAL FUNDS AND
ASO SERVICES COMPANY
Name of Fund Compensation*
- ------------ -------------
AmSouth Prime Obligations Fund, AmSouth Annual Rate of twenty
U.S. Treasury Fund, AmSouth Tax Exempt one-hundredths of one percent
Fund, AmSouth Equity Fund, AmSouth (0.20%) of each such Fund's average
Regional Equity Fund, AmSouth Balanced daily net assets
Fund, AmSouth Bond Fund, AmSouth Limited
Maturity Fund, AmSouth Municipal Bond
Fund, AmSouth Government Income Fund,
AmSouth Florida Tax-Free Fund, AmSouth
Capital Growth Fund, AmSouth Small Cap
Fund, and AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Annual Rate of ten one-hundredths
Fund and AmSouth Institutional U.S. of one percent (0.10%) of each such
Treasury Fund Fund's average daily net assets
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
---------------------------
Title:
------------------------
ASO SERVICES COMPANY
By: /s/ J. David Huber
---------------------------
Title:
------------------------
- ----------
*All fees are computed daily and paid periodically.
<PAGE> 1
Exhibit 9(d)
Dated: ____________, 1998
FORM OF SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
AMSOUTH BANK
NAME OF FUND
- ------------
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
ASO SERVICES COMPANY
By:
---------------------------
Name:
-------------------------
Title:
------------------------
AMSOUTH BANK
By:
---------------------------
Name:
-------------------------
Title:
------------------------
<PAGE> 2
Exhibit 9(d)
Dated: ______________, 1998
FORM OF SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
AMSOUTH BANK
Name of Fund Compensation*
- ------------ -------------
AmSouth Prime Obligations Fund Such percentage of ASO's
AmSouth U.S. Treasury Fund compensation received pursuant to
AmSouth Tax Exempt Fund the Management and Administration
AmSouth Equity Fund Agreement with the Trust as shall
AmSouth Regional Equity Fund be agreed upon from time to time
AmSouth Balanced Fund between the parties, but in no
AmSouth Bond Fund event to exceed an annual rate of
AmSouth Municipal Bond Fund ten one-hundredths of one percent
AmSouth Limited Maturity Fund (.10%) of each such Fund's average
AmSouth Government Income Fund daily net assets.
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
ASO SERVICES COMPANY
By:
---------------------------
Name:
-------------------------
Title:
------------------------
AMSOUTH BANK
By:
---------------------------
Name:
-------------------------
Title:
------------------------
*All fees are computed daily and paid periodically
B-1
<PAGE> 1
Exhibit 9(f)
Dated: March 17, 1998
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
BISYS FUND SERVICES
NAME OF FUND
- ------------
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
ASO SERVICES COMPANY
By: /s/ J. David Huber
--------------------------
Title:
-----------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ J. David Huber
--------------------------
Title:
-----------------------
<PAGE> 2
Exhibit 9(f)
Dated: March 17, 1998
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
BISYS FUND SERVICES
Name of Fund Compensation*
- ------------ -------------
AmSouth Prime Obligations Fund Such percentage of ASO's
AmSouth U.S. Treasury Fund compensation received pursuant to
AmSouth Tax Exempt Fund the Management and Administration
AmSouth Equity Fund Agreement with the Trust as shall
AmSouth Regional Equity Fund be agreed upon from time to time
AmSouth Balanced Fund between the parties.
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
ASO SERVICES COMPANY
By: /s/ J. David Huber
----------------------------
Title:
-------------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ J. David Huber
----------------------------
Title:
-------------------------
- ------------------
*All fees are computed daily and paid periodically
<PAGE> 1
Exhibit 9(h)
DATED: MARCH 17, 1998
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BETWEEN AMSOUTH MUTUAL FUNDS
AND BISYS FUND SERVICES, LIMITED PARTNERSHIP
Name of Fund
- ------------
AmSouth Prime Obligations Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth U.S. Treasury Fund
Classic Shares
Premier Shares
AmSouth Tax Exempt Fund
Classic Shares
Premier Shares
AmSouth Equity Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Regional Equity Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Balanced Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Bond Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Limited Maturity Fund
Classic Shares
Premier Shares
Class B Shares
<PAGE> 2
Name of Fund
- ------------
AmSouth Municipal Bond Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Government Income Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Florida Tax-Free Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Capital Growth Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Small Cap Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Equity Income Fund
Classic Shares
Premier Shares
Class B Shares
AmSouth Institutional Prime Obligations Fund
Class I Shares
Class II Shares
Class III Shares
AmSouth Institutional U.S. Treasury Fund
Class I Shares
Class II Shares
Class III Shares
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
---------------------------
Name:
-------------------------
Title:
------------------------
<PAGE> 3
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ J. David Huber
---------------------------
Name:
-------------------------
Title:
------------------------
<PAGE> 1
Exhibit 10
ROPES & GRAY
One Franklin Square
1301 K Street
Suite 800 East
Washington, DC 20005-3333
Telephone (202) 626-3900
Fax (202) 626-3961
May 22, 1998
AmSouth Mutual Funds
3435 Stelzer Road
Columbus, Ohio 43219
Gentlemen:
You have registered under the Securities Act of 1933, as amended (the
"1933 Act") an indefinite number of shares of beneficial interest of the AmSouth
Mutual Funds ("Trust"), as permitted by Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). You propose to file a post-effective
amendment on Form N-1A (the "Post-Effective Amendment") to your Registration
Statement as required by Section 10(a)(3) with respect to certain units of
beneficial interest of the Trust ("Shares").
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale
of the Shares have been duly authorized under Massachusetts law. Upon the
original issue and sale of the Shares and upon receipt of the authorized
consideration therefor in an amount not less than the net asset value of the
Shares established and in force at the time of their sale, the Shares will be
validly issued, fully paid and non-assessable.
The AmSouth Mutual Funds is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
the Trust. However, the Agreement and Declaration of Trust provides for
indemnification out of the property of a
<PAGE> 2
AmSouth Mutual Funds
May 22, 1998
Page 2
particular series of Shares for all loss and expenses 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 understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this opinion
with and as part of your Post-Effective Amendment.
Sincerely,
/s/ Ropes & Gray
Ropes & Gray
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 26 to the Registration Statement on Form N-1A (File No. 33-21660) of AmSouth
Mutual Funds, of our report dated September 25, 1997 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 Municipal Bond
Fund, the Equity Fund, the Regional Equity Fund, the Equity Income Fund, and the
Balanced Fund constituting the AmSouth Mutual Funds which report is incorporated
by reference in the Statement of Additional Information. We also consent to the
reference to our firm under the caption "Auditors" in the Statement of
Additional Information of AmSouth Mutual Funds in Post-Effective Amendment No.
26 to the Registration Statement on Form N-1A (File No. 33-21660).
/s/ COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 21, 1998
<PAGE> 1
Exhibit 11(b)
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. 26 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.
May 22, 1998
<PAGE> 1
Exhibit 18(a)
MULTIPLE CLASS PLAN
FOR AMSOUTH MUTUAL FUNDS
This constitutes a MULTIPLE CLASS PLAN (the "Plan") of AmSouth Mutual
Funds, a Massachusetts business trust (the "Trust"), adopted pursuant to Rule
18f-3(d) under the Investment Company Act of 1940, as amended (the "1940 Act").
The Plan is applicable to each series of the Trust's units of beneficial
interest (each a "Fund" and collectively the "Funds") set forth in Schedule I,
defined as the Retail Funds and the Institutional Funds, as amended from time to
time.
WHEREAS, it is desirable to enable the Trust to have flexibility in
meeting the investment and shareholder servicing needs of its current and future
investors; and
WHEREAS, the Board of Trustees of the Trust (the "Board of Trustees"),
including a majority of the Trustees who are not "interested persons" of the
Trust, as such term is defined by the 1940 Act, mindful of the requirements
imposed by Rule 18f-3(d) under the 1940 Act, has determined to adopt this Plan
to enable the Funds to provide appropriate services to certain designated
classes of shareholders of the Funds;
NOW, THEREFORE, the Trust designates the Plan as follows:
1. Designation of Classes.
A. RETAIL FUNDS. Each Retail Fund shall offer its units of beneficial
interest ("Shares") in three classes: Premier Shares, Classic Shares
and Class B Shares, except for the AmSouth U.S. Treasury Fund and the
AmSouth Tax Exempt Fund which offer only two classes: Premier Shares
and Classic Shares.
B. INSTITUTIONAL FUNDS. Each Institutional Fund shall offer Shares in
three classes: Class I Shares, Class II Shares and Class III Shares.
2. Redesignation of Existing Shares. The Shares of the AmSouth Prime Obligations
Fund, the AmSouth U.S. Treasury Fund and the AmSouth Tax Exempt Fund of the
Trust outstanding as of April 1, 1996, were redesignated as of that date as
Premier Shares. The Shares of the remaining series of the Trust existing as of
March 12, 1997, were redesignated as Classic Shares effective as of September 1,
1997.
3. Purchases.
A. RETAIL FUNDS. Classic Shares and Class B Shares are distributed to
the general public pursuant to procedures outlined in the Trust's
Registration Statement. Premier Shares may be purchased through
procedures established by the distributor in connection with the
requirements of fiduciary, advisory, agency, custodial and other
similar accounts maintained by or on behalf of Customers of AmSouth
Bank, as outlined in the Trust's Registration Statement. Classic Shares
and Class B Shares are subject to a minimum initial purchase amount. A
minimum initial purchase amount does not apply to purchases of Premier
Shares.
<PAGE> 2
B. INSTITUTIONAL FUNDS.
i. Class I Shares
--------------
Class I Shares may be purchased pursuant to procedures
established in connection with the requirements of fiduciary,
advisory, agency, custodial and other similar accounts
maintained by or on behalf of Customers of AmSouth Bank and by
other financial institutions approved by the Distributor, as
outlined in the Trust's Registration Statement.
ii. Class II Shares and Class III Shares
------------------------------------
Class II and Class III Shares may be purchased by
institutional or corporate customers of AmSouth Bank and of
other financial services providers approved by the distributor
pursuant to procedures outlined in the Trust's Registration
Statement. Where both Class II and Class III Shares are sold
through the same service provider, the distributor shall
require the financial institution to establish and maintain
different arrangements for shareholders of each Class with
respect to services or the distribution of shares.
4. Shareholder Services.
A. RETAIL FUNDS. Shareholders of Classic Shares and Class B Shares may
make automatic investments in a Fund from their bank accounts.
Shareholders of Classic Shares and Class B Shares may also make regular
exchanges and redemptions of Classic Shares or Class B Shares. These
services are not offered to shareholders of Premier Shares.
B. INSTITUTIONAL FUNDS. Class II Shares and Class III Shares of the
Institutional Funds are provided sub-transfer agency services.
5. Sales Charges.
A. RETAIL FUNDS.
i. Premier Shares
--------------
Premier Shares are not subject to a sales charge at
the time of purchase or upon redemption.
ii. Classic Shares
--------------
Classic Shares, except Classic Shares of any money
market funds, are subject to a sales charge at the
time of purchase. The sales charge is based on a
percentage of the offering price and may vary based
on the amount of purchase. Sales charges may be
waived for certain purchasers or inapplicable to
purchases over a designated level in accordance with
the current Registration
<PAGE> 3
Statement. A contingent deferred sales charge may be
assessed on redemptions within twelve months of
purchase of Classic Shares sold without a sales
charge in accordance with the current Registration
Statement. The charge will be assessed on an amount
equal to the lesser of the then current market value
or the cost of the Shares being redeemed.
Accordingly, no contingent deferred sales charge is
imposed on increases in net asset value above the
initial purchase price. In addition, no charge is
assessed on Shares derived from the reinvestment of
dividends or capital gain distributions.
iii. Class B Shares
--------------
If a shareholder redeems Class B Shares prior to the
sixth anniversary of purchase, the shareholder will
pay a contingent deferred sales charge assessed on an
amount equal to the lesser of the then current market
value or the cost of the Shares being redeemed.
Accordingly, no contingent deferred sales charge is
imposed on increases in net asset value above the
initial purchase price. In addition, no charge is
assessed on Shares derived from the reinvestment of
dividends or capital gain distributions. The amount
of the contingent deferred sales charge, if any,
varies depending on the number of years from the time
of payment for the purchase of Class B Shares until
the time of redemption of such Shares. The schedule
of contingent deferred sales charges shall be
disclosed in the Trust's Registration Statement and
may be waived in accordance with the procedures
outlined in the Trust's Registration Statement.
B. INSTITUTIONAL FUNDS.
Class I Shares, Class II Shares and Class III Shares are not subject to
a sales charge at the time of purchase or upon redemption.
6. Shareholder Services Fee (not subject to Rule 12b-1).
A. RETAIL FUNDS.
i. Premier Shares
--------------
Premier Shares are not subject to a shareholder
services fee.
ii. Classic Shares
--------------
Classic Shares are subject to a shareholder services
fee assessed in accordance with the Shareholder
Services Plan adopted by the Trust (the "Services
Plan") (the "Classic Share Fee").
<PAGE> 4
iii. Class B Shares
--------------
Class B Shares are not subject to a fee under the
Shareholder Services Plan, but are subject to a fee
under the Distribution and Shareholder Services Plan
(see Section 7(A)(ii) below).
B. INSTITUTIONAL FUNDS. Class I Shares, Class II Shares and Class II
Shares are not subject to a shareholder services fee.
7. Distribution and Shareholder Services Fee (subject to Rule 12b-1).
A. RETAIL FUNDS.
i. Premier Shares and Classic Shares
Premier Shares and Classic Shares are not subject to a distribution and
shareholder services fee.
ii. Class B Shares
Class B Shares of the Fund are subject to a distribution and
shareholder services fee assessed in accordance with the Distribution and
Shareholder Services Plan adopted by the Trust (the "Distribution Plan") (the "B
Share Fee"). The Classic Share Fee is lower than the B Share Fee.
B. INSTITUTIONAL FUNDS.
i. Class I Shares
--------------
Class I Shares are not subject to a distribution and
shareholder services fee.
ii. Class II Shares and Class III Shares
------------------------------------
Class II Shares and Class III Shares are subject to a
distribution and shareholder services fee assessed in
accordance with the Distribution and Shareholder Services Plan
adopted by the Trust (the "Distribution Plan") (the
"Distribution Fee"). The fee assessed the Class II Shares is
lower than the fee assessed the Class III Shares.
8. Exchanges.
A. RETAIL FUNDS
i. Premier Shares
--------------
<PAGE> 5
Premier Shares of a Fund may be exchanged for Premier Shares
of another Fund. Premier Shares may also be exchanged for
Classic Shares, if the shareholder ceases to be eligible to
purchase Premier Shares.
ii. Classic Shares
--------------
Classic Shares may be exchanged for Classic Shares of another Fund.
Classic Shares may be exchanged for Premier Shares only if the shareholder
becomes eligible to purchase Premier Shares.
iii. Class B Shares
--------------
Class B Shares of a Fund may be exchanged for Class B Shares
of another Fund. Class B Shares may not be exchanged for
Classic Shares and may be exchanged for Premier Shares only if
the shareholder becomes eligible to purchase Premier Shares.
B. INSTITUTIONAL FUNDS.
i. Class I Shares
--------------
Class I Shares of an Institutional Fund may be exchanged for
Class I Shares of another Institutional Fund.
ii. Class II Shares
---------------
Class II Shares of an Institutional Fund may be exchanged for
Class II Shares of another Institutional Fund.
iii. Class III Shares
----------------
Class III Shares of an Institutional Fund may be exchanged for Class
III Shares of another Institutional Fund.
9. Redemptions.
A. RETAIL FUNDS. Premier Shares and Classic Shares may be redeemed
without charge. Class B Shares may be subject to a Contingent Deferred
Sales Charge as outlined in Section 5.
B. INSTITUTIONAL FUNDS. Class I Shares, Class II Shares and Class III
Shares of a Fund may be redeemed without charge.
10. Voting Rights. Each Share held entitles the shareholder of record
to one vote. Each Fund will vote separately on matters relating solely to that
Fund. Each class of a Fund shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to that class, and shall have
separate voting rights on any matter submitted to shareholders in
<PAGE> 6
which the interests of one class differ from the interests of any other class.
However, all Fund shareholders will have equal voting rights on matters that
affect all Fund shareholders equally.
11. Expense Allocation.
A. RETAIL FUNDS. Classic Shares shall pay the expenses associated with
the Services Plan and Class B Shares shall pay the expenses associated with the
Distribution Plan. Each class may, at the Board's discretion, also pay a
different share of other expenses, not including advisory or custodial fees or
other expenses related to the management of the Trust's assets, if these
expenses are actually incurred in a different amount by that class, or if the
class receives services of a different kind or to a different degree than other
classes. All other expenses will be allocated to each class on the basis of the
relative net asset value of that class in relation to the net asset value of the
Fund.
B. INSTITUTIONAL FUNDS. Class II Shares and Class III Shares shall pay
the expenses associated with the Distribution Plan. Each class may, at the
Board's discretion, also pay a different share of other expenses, not including
advisory or custodial fees or other expenses related to the management of the
Trust's assets, if these expenses are actually incurred in a different amount by
that class, or if the class receives services of a different kind or to a
different degree than other classes. All other expenses will be allocated to
each class on the basis of the relative net asset value of that class in
relation to the net asset value of the Fund.
12. Dividends.
A. RETAIL FUNDS. The amount of dividends payable on Premier Shares may
be more than the dividends payable on Classic Shares or Class B Shares because
of the respective Classic Share Fee or B Share Fee charged as outlined in
Sections 6 and 7.
B. INSTITUTIONAL FUNDS. The amount of dividends payable on Class I
Shares may be more than the dividends payable on Class II Shares and the amount
of dividends payable on Class II Shares may be more than the dividends payable
on Class III Shares because of the Distribution Fee charged as outlined in
Section 7.
13. Termination and Amendment. This Plan may be terminated or amended
pursuant to the requirement of Rule 18f-3(d) under the 1940 Act.
14. The names "AmSouth Mutual Funds" and "Trustees of AmSouth Mutual
Funds" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated June 25, 1993 to which reference is hereby made and a
copy of which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of AmSouth
Mutual Funds entered into in the name or on behalf thereof by any of the Trust,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders or representatives of the
Trust personally, but bind only the assets of the Trust, and all persons dealing
with any series and/or class of Shares of the
<PAGE> 7
Trust must look solely to the assets of the Trust belonging to such series
and/or class for the enforcement of any claims against the Trust.
Adopted by the Board of Trustees on December 6, 1995, as amended and
restated July 16, 1997 and March 17, 1998.
<PAGE> 8
SCHEDULE I
MULTIPLE CLASS PLAN
FOR AMSOUTH MUTUAL FUNDS
March 17, 1998
Retail Funds
------------
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AmSouth Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Municipal Bond Fund
Institutional Funds
-------------------
AmSouth Institutional Prime Obligations Fund
AmSouth Institutional U.S. Treasury Fund
<PAGE> 1
Exhibit 18(e)
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
MARCH 12, 1997
AS AMENDED AND RESTATED ON MARCH 17, 1998
This Plan (the "Plan") constitutes the DISTRIBUTION AND SHAREHOLDER
SERVICES PLAN of AmSouth Mutual Funds, a Massachusetts business trust (the
"Trust"), adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act"). The Plan relates to the following Classes of Shares (each
a "Class"): Class B Shares, Class II Shares and Class III Shares of each series
of the Trust (each a "Fund") identified on Schedule A hereto, as may be amended
from time to time.
WHEREAS, it is desirable to enable the Trust to have flexibility in
meeting the investment and shareholder servicing needs of its future investors;
and
WHEREAS, the Board of Trustees, mindful of the requirements imposed by
Rule 12b-1 under the 1940 Act, has determined to effect the Plan for the
provision of distribution assistance with respect to the Class B Shares, Class
II Shares and Class III Shares of each Fund listed on Schedule A hereto and for
the provision of shareholder services with respect to the holders of such Shares
of each Fund;
NOW THEREFORE, the Trust and BISYS Fund Services Limited Partnership
(the "Distributor") hereby agree as follows:
Section 1.
----------
A. Class B Shares.
Each Fund, the Class B Shares of which are listed on Schedule A hereto,
shall pay out of its assets attributable to its Class B Shares a distribution
and shareholder services fee (the "Class B Share Fee") to the Distributor equal
to the lesser of (i) the fee at the applicable annual rate set forth in Schedule
A hereto, or (ii) such fee as may be agreed upon in writing by the Trust and the
Distributor. The Distributor may apply the Class B Share Fee toward the
following: (i) compensation for its services or expenses in connection with
distribution assistance with respect to such Fund's Class B Shares; (ii)
payments to financial institutions and intermediaries (such as banks, savings
and loan associations, insurance companies, and investment counselors) as
brokerage commissions in connection with the sale of such Fund's Class B Shares;
and (iii) payments to financial institutions and intermediaries (such as banks,
savings and loan associations, insurance companies, and investment counselors),
broker-dealers, and the Distributor's affiliates and subsidiaries as
compensation for services and/or reimbursement of expenses incurred in
connection with distribution or shareholder services with respect to such Fund's
Class B Shares. The maximum amount of the Class B Share Fee
<PAGE> 2
that may be payable by the Fund for the aforementioned services and expenses
other than services and/or reimbursement of expenses incurred in connection with
shareholder services is 0.75% of the average daily net assets of such Fund's
Class B Shares. The remaining portion of the Class B Share Fee is payable by the
Fund's Class B Shares only as compensation for services and/or reimbursement of
expenses incurred in connection with shareholder services with respect to such
Fund's Class B Shares.
B. Class II Shares.
Each Fund, the Class II Shares of which are listed on Schedule A
hereto, shall pay out of its assets attributable to its Class II Shares, a
distribution and shareholder services fee (the "Class II Share Fee") to the
Distributor equal to the lesser of (i) the fee at the applicable annual rate set
forth in Schedule A hereto, or (ii) such fee as may be agreed upon in writing by
the Trust and the Distributor. The Distributor may apply the Class II Share Fee
toward the following: (i) compensation for its services or expenses in
connection with distribution assistance with respect to such Fund's Class II
Shares; (ii) payments to financial institutions and intermediaries (such as
banks, savings and loan associations, insurance companies, and investment
counselors) as brokerage commissions in connection with the sale of such Fund's
Class II; and (iii) payments to financial institutions and intermediaries (such
as banks, savings and loan associations, insurance companies, and investment
counselors), broker-dealers, and the Distributor's affiliates and subsidiaries
as compensation for services and/or reimbursement of expenses incurred in
connection with distribution or shareholder services with respect to such Fund's
Class II Shares. The maximum amount of the Class II Share Fee that may be
payable for the aforementioned services and expenses is 0.25% of the average
daily net assets of such Fund's Class II Shares.
C. Class III Shares.
Each Fund, the Class III Shares of which are listed on Schedule A
hereto, shall pay out of its assets attributable to its Class III Shares, a
distribution and shareholder services fee (the "Class III Share Fee") to the
Distributor equal to the lesser of (i) the fee at the applicable annual rate set
forth in Schedule A hereto, or (ii) such fee as may be agreed upon in writing by
the Trust and the Distributor. The Distributor may apply the Class III Share Fee
toward the following: (i) compensation for its services or expenses in
connection with distribution assistance with respect to such Fund's Class III
Shares; (ii) payments to financial institutions and intermediaries (such as
banks, savings and loan associations, insurance companies, and investment
counselors) as brokerage commissions in connection with the sale of such Fund's
Class III Shares; and (iii) payments to financial institutions and
intermediaries (such as banks, savings and loan associations, insurance
companies, and investment counselors), broker-dealers, and the Distributor's
affiliates and subsidiaries as compensation for services and/or reimbursement of
expenses incurred in connection with distribution or shareholder services with
respect to such Fund's Class III Shares. The maximum amount of the Class III
Share Fee that may be payable for the aforementioned services and expenses is
0.50% of the average daily net assets of such Fund's Class III Shares.
<PAGE> 3
Section 2. The Class B Share Fee, the Class II Share Fee and the Class
III Share Fee (each a "Share Fee") shall be accrued daily and payable monthly,
and shall be paid by the respective Class of Shares of a Fund to the Distributor
irrespective of whether such fee exceeds the amounts paid (or payable) by the
Distributor pursuant to Section 1.
Section 3. The Plan shall not take effect with respect to the one or
more Classes of Shares of a Fund until it has been approved, together with any
related agreements, by a vote of a majority (or whatever greater percentage may,
from time to time, be required by Section 12(b) of the 1940 Act or the rules and
regulations thereunder) of the Trustees who are not "interested persons" of the
Trust (as defined in the 1940 Act) and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements related to this Plan
(the "Independent Trustees"), cast in person at a meeting called for the purpose
of voting on the Plan or such agreement.
Section 4. The Plan shall continue in effect with respect to a Class of
Shares of a Fund for a period of more than one year after it takes effect,
provided that such continuance is specifically approved at least annually in the
manner provided for approval of the Plan in Section 3.
Section 5. Any person authorized to direct the disposition of monies
paid or payable by a Fund pursuant to the Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Section 6. The Plan may be terminated with respect to one or more
Classes of Shares of a Fund at any time by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding Shares of such Class or
Classes of that Fund.
Section 7. All agreements with any person relating to the
implementation of the Plan shall be in writing and any agreement related to the
Plan shall provide:
i. That such agreement, may be terminated with respect to one or more
Classes of Shares of a Fund at any time, without payment of any
penalty, by vote of a majority of the Independent Trustees, or by vote
of a majority of the outstanding Shares of such Class or Classes of
that Fund, on not more than 60 days' written notice; and
ii. That such agreement shall terminate automatically in the event of
its assignment.
Section 8. The Plan may not be amended to increase materially the
amount of the Share Fee with respect to one or more Classes of Shares of a Fund
without approval by at least (i) a majority of the outstanding voting securities
of such Class or Classes of that Fund and (ii) the Trustees in the manner
provided in Section 3 hereof, and all material amendments to the Plan with
respect to a Fund shall be approved by the Trustees in the manner provided for
approval of the Plan in Section 3.
Section 9. As used herein, the terms "assignment," "interested person,"
and "majority of the outstanding voting securities" shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
<PAGE> 4
Section 10. The names "AmSouth Mutual Funds" and "Trustees of AmSouth
Mutual Funds" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under an
Amended Declaration of Trust dated as of June 25, 1993 to which reference is
hereby made and a copy of which is on file at the office of the Secretary of
State of the Commonwealth of Massachusetts and elsewhere as required by law, and
to any and all amendments thereto so filed or hereafter filed. The obligations
of AmSouth Mutual Funds entered into in the name or on behalf thereof by any of
the Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series and/or Class of Shares of the Trust must
look solely to the assets of the Trust belonging to such series and/or Class for
the enforcement of any claims against the Trust.
[SEAL]
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
----------------------------
Name:
--------------------------
Title:
-------------------------
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ J. David Huber
----------------------------
Name:
--------------------------
Title:
-------------------------
<PAGE> 5
Schedule A to the
Distribution and Shareholder Services Plan
dated March 17, 1998
Name of Funds Compensation*
- ------------- -------------
The AmSouth Prime Obligations Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Prime Obligations Fund.
The AmSouth Limited Maturity Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Limited Maturity Fund.
The AmSouth Bond Fund -- Class B Shares Annual rate of one percent (1.00%)
of the average daily net assets of
the AmSouth Bond Fund.
The AmSouth Government Income Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Government Income Fund.
The AmSouth Florida Tax-Free Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Florida Tax-Free Fund.
The AmSouth Municipal Bond Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Municipal Bond Fund.
The AmSouth Equity Fund -- Class B Annual rate of one percent (1.00%)
Shares of the average daily net assets of
the AmSouth Equity Fund.
The AmSouth Regional Equity Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Regional Equity Fund.
The AmSouth Balanced Fund -- Class B Annual rate of one percent (1.00%)
Shares of the average daily net assets of
the AmSouth Balanced Fund.
The AmSouth Capital Growth Fund -- Annual rate of one percent (1.00%)
Class B Shares of the average daily net assets of
the AmSouth Capital Growth Fund.
<PAGE> 6
The AmSouth Small Cap Fund -- Class B Shares Annual rate of one percent
Shares (1.00%) of the average daily net
assets of the AmSouth Small Cap
Fund.
The AmSouth Equity Income Fund -- Class Annual rate of one percent (1.00%)
B Shares of the average daily net assets of
the AmSouth Equity Income Fund.
The AmSouth Institutional Prime Annual rate of twenty-five
Obligations Fund -- Class II Shares one-hundredths of one percent
(0.25%) of the average daily net
assets of the AmSouth Institutional
Prime Obligations Fund.
The AmSouth Institutional Prime Annual rate of fifty one-hundredths
Obligations Fund -- Class III Shares of one percent (0.50%) of the
average daily net assets of the
AmSouth Institutional Prime
Obligations Fund.
The AmSouth Institutional U.S. Treasury Annual rate of twenty-five
Fund -- Class II Shares one-hundredths of one percent
(0.25%) of the average daily net
assets of the AmSouth Institutional
U.S. Treasury Fund.
The AmSouth Institutional U.S. Treasury Annual rate of fifty one-hundredths
Fund -- Class III of one percent (0.50%) of the
average daily net assets of the
AmSouth Institutional U.S. Treasury
Fund.
[SEAL]
AMSOUTH MUTUAL FUNDS
By: /s/ George R. Landreth
---------------------------
Name: George R. Landreth
Title:
------------------------
<PAGE> 7
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ J. David Huber
---------------------------
Name: J. David Huber
Title:
------------------------
- ----------
* All fees are computed and paid monthly.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 6
<CIK> 0000008325
<NAME> AMSOUTH MUTUAL FUNDS
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 324557370
<INVESTMENTS-AT-VALUE> 335721036
<RECEIVABLES> 4811156
<ASSETS-OTHER> 91607
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 340623799
<PAYABLE-FOR-SECURITIES> 5246191
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 189486
<TOTAL-LIABILITIES> 5435677
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<SHARES-COMMON-STOCK> 136061<F1>
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<OVERDISTRIBUTION-NII> 10589
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<NET-INVESTMENT-INCOME> 3674227
<REALIZED-GAINS-CURRENT> 802792
<APPREC-INCREASE-CURRENT> (2297323)
<NET-CHANGE-FROM-OPS> 2179696
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7979<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 2052<F1>
<NUMBER-OF-SHARES-SOLD> 1667007
<NUMBER-OF-SHARES-REDEEMED> 1789171
<SHARES-REINVESTED> 1139
<NET-CHANGE-IN-ASSETS> (2744541)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 20743
<OVERDISTRIB-NII-PRIOR> 5325
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 555375
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 803397
<AVERAGE-NET-ASSETS> 747478<F1>
<PER-SHARE-NAV-BEGIN> 10.15<F1>
<PER-SHARE-NII> .1<F1>
<PER-SHARE-GAIN-APPREC> (.03)<F1>
<PER-SHARE-DIVIDEND> .11<F1>
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.11<F1>
<EXPENSE-RATIO> .69<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>1 Classic Class
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000008325
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 012
<NAME> MUNICIPAL BOND FUND
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 324557370
<INVESTMENTS-AT-VALUE> 335721036
<RECEIVABLES> 4811156
<ASSETS-OTHER> 91607
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 340623799
<PAYABLE-FOR-SECURITIES> 5246191
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 189486
<TOTAL-LIABILITIES> 5435677
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 323211509
<SHARES-COMMON-STOCK> 33022290<F2>
<SHARES-COMMON-PRIOR> 0<F2>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 10589
<ACCUMULATED-NET-GAINS> 823536
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11163666
<NET-ASSETS> 335188122
<DIVIDEND-INCOME> 79825
<INTEREST-INCOME> 4114843
<OTHER-INCOME> 0
<EXPENSES-NET> 520441
<NET-INVESTMENT-INCOME> 3674227
<REALIZED-GAINS-CURRENT> 802792
<APPREC-INCREASE-CURRENT> (2297323)
<NET-CHANGE-FROM-OPS> 2179696
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3666249<F2>
<DISTRIBUTIONS-OF-GAINS> 0<F2>
<DISTRIBUTIONS-OTHER> 3212<F2>
<NUMBER-OF-SHARES-SOLD> 1667007
<NUMBER-OF-SHARES-REDEEMED> 1789171
<SHARES-REINVESTED> 1139
<NET-CHANGE-IN-ASSETS> (2744541)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 20743
<OVERDISTRIB-NII-PRIOR> 5325
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 555375
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 803397
<AVERAGE-NET-ASSETS> 338236122<F2>
<PER-SHARE-NAV-BEGIN> 10.15<F2>
<PER-SHARE-NII> .11<F2>
<PER-SHARE-GAIN-APPREC> (.04)<F2>
<PER-SHARE-DIVIDEND> .11<F2>
<PER-SHARE-DISTRIBUTIONS> 0<F2>
<RETURNS-OF-CAPITAL> 0<F2>
<PER-SHARE-NAV-END> 10.11<F2>
<EXPENSE-RATIO> .61<F2>
<AVG-DEBT-OUTSTANDING> 0<F2>
<AVG-DEBT-PER-SHARE> 0<F2>
<FN>
<F2>Premier shares
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000008325
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 023
<NAME> CAPITAL GROWTH FUND
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> SEP-03-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 5672492
<INVESTMENTS-AT-VALUE> 5519850
<RECEIVABLES> 145660
<ASSETS-OTHER> 430657
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6096167
<PAYABLE-FOR-SECURITIES> 247836
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11969
<TOTAL-LIABILITIES> 259805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6037795
<SHARES-COMMON-STOCK> 84908<F3>
<SHARES-COMMON-PRIOR> 0<F3>
<ACCUMULATED-NII-CURRENT> (8358)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (40433)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (152642)
<NET-ASSETS> 5836362
<DIVIDEND-INCOME> 10983
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 26530
<NET-INVESTMENT-INCOME> (8358)
<REALIZED-GAINS-CURRENT> (40433)
<APPREC-INCREASE-CURRENT> (152642)
<NET-CHANGE-FROM-OPS> (201433)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0<F3>
<DISTRIBUTIONS-OF-GAINS> 0<F3>
<DISTRIBUTIONS-OTHER> 0<F3>
<NUMBER-OF-SHARES-SOLD> 622515
<NUMBER-OF-SHARES-REDEEMED> 15427
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5836362
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8292
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26530
<AVERAGE-NET-ASSETS> 416252<F3>
<PER-SHARE-NAV-BEGIN> 9.8<F3>
<PER-SHARE-NII> (.01)<F3>
<PER-SHARE-GAIN-APPREC> (.19)<F3>
<PER-SHARE-DIVIDEND> 0<F3>
<PER-SHARE-DISTRIBUTIONS> 0<F3>
<RETURNS-OF-CAPITAL> 0<F3>
<PER-SHARE-NAV-END> 9.6<F3>
<EXPENSE-RATIO> 2.68<F3>
<AVG-DEBT-OUTSTANDING> 0<F3>
<AVG-DEBT-PER-SHARE> 0<F3>
<FN>
<F3>Class B shares
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000008325
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 021
<NAME> CAPITAL GROWTH FUND
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-04-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 5672492
<INVESTMENTS-AT-VALUE> 5519850
<RECEIVABLES> 145660
<ASSETS-OTHER> 430657
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6096167
<PAYABLE-FOR-SECURITIES> 247836
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11969
<TOTAL-LIABILITIES> 259805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6037795
<SHARES-COMMON-STOCK> 309403<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> (8358)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (40433)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (152642)
<NET-ASSETS> 5836362
<DIVIDEND-INCOME> 10983
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 26530
<NET-INVESTMENT-INCOME> (8358)
<REALIZED-GAINS-CURRENT> (40433)
<APPREC-INCREASE-CURRENT> (152642)
<NET-CHANGE-FROM-OPS> (201433)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 622515
<NUMBER-OF-SHARES-REDEEMED> 15427
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5836362
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8292
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26530
<AVERAGE-NET-ASSETS> 2092222<F1>
<PER-SHARE-NAV-BEGIN> 10<F1>
<PER-SHARE-NII> (.01)<F1>
<PER-SHARE-GAIN-APPREC> (.37)<F1>
<PER-SHARE-DIVIDEND> 0<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.62<F1>
<EXPENSE-RATIO> 1.86<F1>
<AVG-DEBT-OUTSTANDING> 0<F1>
<AVG-DEBT-PER-SHARE> 0<F1>
<FN>
<F1>Classic shares
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000008325
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 022
<NAME> CAPITAL GROWTH FUND
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-04-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 5672492
<INVESTMENTS-AT-VALUE> 5519850
<RECEIVABLES> 145660
<ASSETS-OTHER> 430657
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6096167
<PAYABLE-FOR-SECURITIES> 247836
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11969
<TOTAL-LIABILITIES> 259805
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6037795
<SHARES-COMMON-STOCK> 212777<F2>
<SHARES-COMMON-PRIOR> 0<F2>
<ACCUMULATED-NII-CURRENT> (8358)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (40433)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (152642)
<NET-ASSETS> 5836362
<DIVIDEND-INCOME> 10983
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 26530
<NET-INVESTMENT-INCOME> (8358)
<REALIZED-GAINS-CURRENT> (40433)
<APPREC-INCREASE-CURRENT> (152642)
<NET-CHANGE-FROM-OPS> (201433)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0<F2>
<DISTRIBUTIONS-OF-GAINS> 0<F2>
<DISTRIBUTIONS-OTHER> 0<F2>
<NUMBER-OF-SHARES-SOLD> 622515
<NUMBER-OF-SHARES-REDEEMED> 15427
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5836362
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8292
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26530
<AVERAGE-NET-ASSETS> 1942397<F2>
<PER-SHARE-NAV-BEGIN> 10<F2>
<PER-SHARE-NII> (.01)<F2>
<PER-SHARE-GAIN-APPREC> (.37)<F2>
<PER-SHARE-DIVIDEND> 0<F2>
<PER-SHARE-DISTRIBUTIONS> 0<F2>
<RETURNS-OF-CAPITAL> 0<F2>
<PER-SHARE-NAV-END> 9.62<F2>
<EXPENSE-RATIO> 1.7<F2>
<AVG-DEBT-OUTSTANDING> 0<F2>
<AVG-DEBT-PER-SHARE> 0<F2>
<FN>
<F2>Premier shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 101
<NAME> AMSOUTH MUTUAL FUNDS FLORIDA TAX FREE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 50949
<INVESTMENTS-AT-VALUE> 53231
<RECEIVABLES> 703
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 53935
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 247
<TOTAL-LIABILITIES> 247
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 51281
<SHARES-COMMON-STOCK> 5112
<SHARES-COMMON-PRIOR> 4745
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 6
<ACCUMULATED-NET-GAINS> 131
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2282
<NET-ASSETS> 53688
<DIVIDEND-INCOME> 82
<INTEREST-INCOME> 2495
<OTHER-INCOME> 0
<EXPENSES-NET> 299
<NET-INVESTMENT-INCOME> 2278
<REALIZED-GAINS-CURRENT> 135
<APPREC-INCREASE-CURRENT> 1102
<NET-CHANGE-FROM-OPS> 3515
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2402
<DISTRIBUTIONS-OF-GAINS> 74
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1240
<NUMBER-OF-SHARES-REDEEMED> 894
<SHARES-REINVESTED> 21
<NET-CHANGE-IN-ASSETS> 4819
<ACCUMULATED-NII-PRIOR> 124
<ACCUMULATED-GAINS-PRIOR> 70
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 340
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 555
<AVERAGE-NET-ASSETS> 52277
<PER-SHARE-NAV-BEGIN> 10.30
<PER-SHARE-NII> 0.45
<PER-SHARE-GAIN-APPREC> 0.24
<PER-SHARE-DIVIDEND> 0.48
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.50
<EXPENSE-RATIO> 0.57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 011
<NAME> AMSOUTH MUTUAL FUNDS PRIME OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 528948
<INVESTMENTS-AT-VALUE> 528948
<RECEIVABLES> 1628
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 530578
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2585
<TOTAL-LIABILITIES> 2585
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 528002
<SHARES-COMMON-STOCK> 111033<F1>
<SHARES-COMMON-PRIOR> 125081<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 9
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 527993
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 32939
<OTHER-INCOME> 0
<EXPENSES-NET> 4141
<NET-INVESTMENT-INCOME> 28798
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 28798
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5860<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 568041<F1>
<NUMBER-OF-SHARES-REDEEMED> 587948<F1>
<SHARES-REINVESTED> 5860<F1>
<NET-CHANGE-IN-ASSETS> (75624)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 9
<GROSS-ADVISORY-FEES> 2367
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4324
<AVERAGE-NET-ASSETS> 122322<F1>
<PER-SHARE-NAV-BEGIN> 1.000<F1>
<PER-SHARE-NII> 0.048<F1>
<PER-SHARE-GAIN-APPREC> 0.000<F1>
<PER-SHARE-DIVIDEND> 0.048<F1>
<PER-SHARE-DISTRIBUTIONS> 0.000<F1>
<RETURNS-OF-CAPITAL> 0.000<F1>
<PER-SHARE-NAV-END> 1.000<F1>
<EXPENSE-RATIO> 0.78<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Classic Shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 012
<NAME> AMSOUTH MUTUAL FUNDS PRIME OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 528948
<INVESTMENTS-AT-VALUE> 528948
<RECEIVABLES> 1628
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 530578
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2585
<TOTAL-LIABILITIES> 2585
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 528002
<SHARES-COMMON-STOCK> 416983<F1>
<SHARES-COMMON-PRIOR> 478560<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 9
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 527993
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 32939
<OTHER-INCOME> 0
<EXPENSES-NET> 4141
<NET-INVESTMENT-INCOME> 28798
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 28798
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22938<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 1050377<F1>
<NUMBER-OF-SHARES-REDEEMED> 1113472<F1>
<SHARES-REINVESTED> 1518<F1>
<NET-CHANGE-IN-ASSETS> (75624)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 9
<GROSS-ADVISORY-FEES> 2367
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4324
<AVERAGE-NET-ASSETS> 469332<F1>
<PER-SHARE-NAV-BEGIN> 1.000<F1>
<PER-SHARE-NII> 0.049<F1>
<PER-SHARE-GAIN-APPREC> 0.000<F1>
<PER-SHARE-DIVIDEND> 0.049<F1>
<PER-SHARE-DISTRIBUTIONS> 0.000<F1>
<RETURNS-OF-CAPITAL> 0.000<F1>
<PER-SHARE-NAV-END> 1.000<F1>
<EXPENSE-RATIO> 0.68<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Premier Shares
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 121
<NAME> AMSOUTH MUTUAL FUNDS MUNICIPAL BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 320443
<INVESTMENTS-AT-VALUE> 333904
<RECEIVABLES> 5381
<ASSETS-OTHER> 21
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 339306
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1373
<TOTAL-LIABILITIES> 1373
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 324456
<SHARES-COMMON-STOCK> 33279
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 5
<ACCUMULATED-NET-GAINS> 21
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13461
<NET-ASSETS> 337933
<DIVIDEND-INCOME> 28
<INTEREST-INCOME> 1365
<OTHER-INCOME> 0
<EXPENSES-NET> 197
<NET-INVESTMENT-INCOME> 1196
<REALIZED-GAINS-CURRENT> 21
<APPREC-INCREASE-CURRENT> 5152
<NET-CHANGE-FROM-OPS> 6369
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1201
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34283
<NUMBER-OF-SHARES-REDEEMED> 1004
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 337933
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 181
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 289
<AVERAGE-NET-ASSETS> 327090
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 0.15
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.15
<EXPENSE-RATIO> 0.71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
<SERIES>
<NUMBER> 131
<NAME> AMSOUTH MUTUAL FUNDS EQUITY INCOME FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> MAR-20-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 20222
<INVESTMENTS-AT-VALUE> 22364
<RECEIVABLES> 168
<ASSETS-OTHER> 20
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22552
<PAYABLE-FOR-SECURITIES> 223
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 56
<TOTAL-LIABILITIES> 279
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19868
<SHARES-COMMON-STOCK> 1900
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 15
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 248
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2142
<NET-ASSETS> 22273
<DIVIDEND-INCOME> 96
<INTEREST-INCOME> 59
<OTHER-INCOME> 0
<EXPENSES-NET> 59
<NET-INVESTMENT-INCOME> 96
<REALIZED-GAINS-CURRENT> 248
<APPREC-INCREASE-CURRENT> 2142
<NET-CHANGE-FROM-OPS> 2486
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 81
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1923
<NUMBER-OF-SHARES-REDEEMED> 27
<SHARES-REINVESTED> 4
<NET-CHANGE-IN-ASSETS> 22273
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 36
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 69
<AVERAGE-NET-ASSETS> 12302
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 1.71
<PER-SHARE-DIVIDEND> 0.06
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.72
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
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<NAME> AMSOUTH MUTUAL FUNDS U.S. TREASURY FUND
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<NAME> AMSOUTH MUTUAL FUNDS
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<NAME> AMSOUTH MUTUAL FUNDS BOND FUND
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<TABLE> <S> <C>
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<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
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<NAME> AMSOUTH MUTUAL FUNDS TAX EXEMPT
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<F1>Classic Shares
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<TABLE> <S> <C>
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<CIK> 0000832544
<NAME> AMSOUTH MUTUAL FUNDS
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<NAME> AMSOUTH MUTUAL FUNDS TAX EXEMPT
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<NAME> AMSOUTH MUTUAL FUNDS
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