<PAGE> 1
As filed with the Securities and Exchange Commission on
December 22, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____ PRE-EFFECTIVE AMENDMENT NO.__
____ POST-EFFECTIVE AMENDMENT NO.__
(Check appropriate box or boxes)
---------------
AMSOUTH FUNDS
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road
Columbus, OH 43219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1-800- 451-8382
(AREA CODE AND TELEPHONE NUMBER)
---------------
ALAN G. PRIEST, ESQUIRE
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------
Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement becomes effective.
It is proposed that this filing will become effective on January 21,
2000 pursuant to Rule 488.
Title of securities being offered: Units of beneficial interest.
An indefinite amount of the Registrant's securities has been registered
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. In reliance upon such Rule, no filing fee is being paid at
this time.
<PAGE> 2
January 24, 2000
IMPORTANT NEWS ABOUT THE AMSOUTH REGIONAL EQUITY FUND
Dear AmSouth Regional Equity Shareholder:
The recent merger between AmSouth and First American National Bank will pave the
way for the creation of one of the largest banking entities in the South. A
highly positive aspect of the banks' merger will be the combination of the ISG
Funds (First American) into the AmSouth Funds family. This will occur during the
first quarter of 2000. When combined, the new fund family will consist of 31
funds with assets of more than $7 billion.
HOW THE MERGER WILL AFFECT YOU.
In preparing for the planned mutual fund merger, a review of the current AmSouth
fund family was conducted to ensure the optimal mix of fund offerings. Among the
factors taken into consideration during the review were each fund's investment
objective, performance and investment style. As a result, we are recommending
the combination of two funds: the AmSouth Regional Equity Fund (in which you
hold shares) and the AmSouth Value Fund (formerly the AmSouth Equity Fund). As a
shareholder, you are being asked to approve this combination.
THE INDEPENDENT BOARD OF TRUSTEES OF AMSOUTH FUNDS HAS UNANIMOUSLY APPROVED THE
COMBINATION OF THE AMSOUTH REGIONAL EQUITY FUND INTO THE AMSOUTH VALUE FUND, AND
THE BOARD STRONGLY ENCOURAGES YOUR APPROVAL.
There are several key benefits that can result from merging the two funds:
o The combined fund will retain the portfolio manager who has managed
both the Regional Equity Fund and the Value Fund since their
inceptions. He has the longest tenure of any of the AmSouth portfolio
managers, and has guided investment philosophy through all market
cycles over the past 25 years.
o There will be more investment latitude: the portfolio manager will be
able to select stocks without geographic limits or restrictions.
o There will be greater opportunity to select stocks from promising
industry or geographic sectors. Selecting investments with ties only to
the Southeast limits access to more active sectors, such as technology
companies, which are headquartered or conduct business elsewhere in the
country.
o Greater diversification may help limit risk. The new fund will be able
to invest in both a broader geographical area as well as a wider range
of securities as defined by market capitalization size.
WHAT ARE SHAREHOLDERS BEING ASKED TO DO?
The enclosed proxy solicits your approval for the combination of the Regional
Equity Fund into the AmSouth Value Fund. Simply complete the form and return it
in the envelope provided (or vote by telephone or by the Internet).
With the approval of the Board and the full support of the fund's management, we
believe the combination is in the best interest of our shareholders. For this
reason, we look forward to your affirmative response. Please call 1(800)
451-8382 with any questions.
We appreciate the continuing opportunity to serve you.
Sincerely,
John F. Calvano
President
AmSouth Funds
<PAGE> 3
IMPORTANT SHAREHOLDER INFORMATION
AMSOUTH FUNDS
AMSOUTH REGIONAL EQUITY FUND
The document you hold in your hands contains your Combined Prospectus/Proxy
Statement and proxy card. A proxy card is, in essence, a ballot. When you vote
your proxy, you tell us how to vote on your behalf on important issues relating
to the AmSouth Regional Equity Fund ("Regional Equity Fund"). If you simply sign
the proxy without specifying a vote, your shares will be voted in accordance
with the recommendations of the Board of Trustees.
We urge you to spend a few minutes with the Combined Prospectus/Proxy Statement,
fill out your proxy card, and return it to us (or vote by telephone or the
Internet). Voting your proxy, and doing so promptly, enables AmSouth Funds to
avoid conducting additional mailings.
Please take a few moments to exercise your right to vote. Thank you.
The Combined Prospectus/Proxy Statement constitutes the Proxy Statement of
AmSouth Funds for the meeting of shareholders of the Regional Equity Fund. It
also constitutes the Prospectus of the AmSouth Value Fund ("Value Fund") which
is to issue shares to be distributed to Regional Equity Fund shareholders in
connection with the proposed reorganization of the Regional Equity Fund with and
into the Value Fund. The Trustees of AmSouth Funds are recommending that
shareholders of the Regional Equity Fund approve a reorganization in which the
Regional Equity Fund will transfer all of its assets to the Value Fund in return
for Class A, Class B and Trust shares of the Value Fund. At the same time, the
Value Fund will assume all of the liabilities of the Regional Equity Fund. After
the transfer, shares of the Value Fund will be distributed to the Regional
Equity Fund's shareholders tax-free in liquidation of the Regional Equity Fund.
As a result of these transactions, your shares of the Regional Equity Fund will,
in effect, be exchanged at net asset value and on a tax-free basis for shares of
the Value Fund. Regional Equity Fund shareholders holding Class A, Class B or
Trust shares, will receive Class A, Class B or Trust shares, respectively, of
the Value Fund.
-2-
<PAGE> 4
AMSOUTH FUNDS
AMSOUTH REGIONAL EQUITY FUND
Columbus, OH 43219
January 24, 2000
To the Shareholders:
Enclosed you will find several documents being provided to you in
connection with a special meeting of the shareholders of the AmSouth Regional
Equity Fund ("Regional Equity Fund") to be held on February 22, 2000 at 10:00
a.m. at the offices of BISYS Fund Services, 3435 Stelzer Road, Columbus, OH
43219. We hope this material will receive your immediate attention and that, if
you cannot attend the meeting in person, you will vote your proxy promptly.
The Trustees of AmSouth Funds are recommending that shareholders of the
Regional Equity Fund approve a reorganization in which the Regional Equity Fund
will transfer all of its assets to the AmSouth Value Fund ("Value Fund") in
return for Class A, Class B and Trust shares of the Value Fund. At the same
time, the Value Fund will assume all of the liabilities of the Regional Equity
Fund. After the transfer, shares of the Value Fund will be distributed to the
Regional Equity Fund's shareholders tax-free in liquidation of the Regional
Equity Fund. As a result of these transactions, your shares of the Regional
Equity Fund will, in effect, be exchanged at net asset value and on a tax-free
basis for shares of the Value Fund. Regional Equity Fund shareholders holding
Class A, Class B or Trust shares, will receive Class A, Class B or Trust shares,
respectively, of the Value Fund.
AmSouth Bank has advised the AmSouth Fund's Trustees that it believes
that the above-described transaction offers the shareholders of the Regional
Equity Fund the opportunity to pursue similar investment objectives more
effectively and with resulting economies of scale and potentially lower expense
ratios over time.
THE TRUSTEES BELIEVE THAT THE PROPOSED COMBINATION OF THE REGIONAL
EQUITY FUND WITH THE VALUE FUND IS IN THE BEST INTERESTS OF THE REGIONAL EQUITY
FUND AND ITS SHAREHOLDERS AND RECOMMEND THAT YOU VOTE IN FAVOR OF SUCH PROPOSAL.
The Notice of Special Meeting of Shareholders, the accompanying
Combined Prospectus/Proxy Statement, the Prospectus for the Regional Equity Fund
and the Value Fund, and the form of proxy are enclosed. Please read them
carefully. If you are unable to attend the meeting in person, we urge you to
sign, date, and return the proxy card (or vote by telephone or the Internet) so
that your shares may be voted in accordance with your instructions.
SINCE THE MEETING IS LESS THAN FOUR WEEKS AWAY, WE URGE YOU TO GIVE THE
ENCLOSED MATERIAL YOUR PROMPT ATTENTION SO AS TO AVOID THE EXPENSE OF ADDITIONAL
MAILINGS.
Your vote is important to us. Thank you for taking the time to consider
this important proposal.
Sincerely yours,
John F. Calvano
President
AmSouth Funds
-3-
<PAGE> 5
AMSOUTH FUNDS
AMSOUTH REGIONAL EQUITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the AmSouth Regional Equity Fund:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the
AmSouth Regional Equity Fund ("Regional Equity Fund"), separate series of
AmSouth Funds, will be held at BISYS Fund Services, Columbus, OH on February 22,
2000 at 10:00 a.m. Eastern time, for the following purposes:
1. To consider and act upon a Plan of Reorganization ("Plan")
adopted by AmSouth Funds providing for the transfer of all of
the assets of the Regional Equity Fund to the AmSouth Value
Fund ("Value Fund") in exchange for Trust, Class A and Class B
shares (collectively, "Shares") of the Value Fund and the
assumption by the Value Fund of all of the liabilities of the
Regional Equity Fund, followed by the dissolution and
liquidation of the Regional Equity Fund, and the distribution
of Shares of the Value Fund to the shareholders of the
Regional Equity Fund:
2. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The proposed transaction is described in the attached Combined
Prospectus/Proxy Statement. A copy of the Plan is appended as Appendix A
thereto.
Pursuant to instructions of the Board of Trustees of AmSouth Funds, the
close of business on January 10, 2000, has been designated as the record date
for determination of shareholders entitled to notice of, and to vote at, the
Meeting.
SHAREHOLDERS ARE REQUESTED TO PROMPTLY VOTE BY TELEPHONE OR THE
INTERNET OR TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THE
ACCOMPANYING PROXY CARD WHICH IS BEING SOLICITED BY AMSOUTH FUND'S BOARD OF
TRUSTEES. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING. PROXIES
MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO AMSOUTH
FUNDS A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY
ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
By Order of the Trustees
Rodney L. Ruehle
Secretary
AmSouth Funds
Columbus, OH
January 24, 2000
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<PAGE> 6
PROSPECTUS/PROXY STATEMENT
JANUARY 21, 2000
AmSouth Funds
3435 Stelzer Road
Columbus, OH 43219
Tel. No. 1-800-451-8382
COMBINED PROSPECTUS/PROXY STATEMENT
This Combined Prospectus/Proxy Statement is furnished in connection
with the solicitation of proxies from the holders of units of beneficial
interest ("Shares") of AmSouth Regional Equity Fund ("Regional Equity Fund"),
for use at a Special Meeting of Shareholders to approve the reorganization of
the Regional Equity Fund. The reorganization contemplates the transfer of all
the assets and liabilities of the Regional Equity Fund to the AmSouth Value Fund
("Value Fund") (collectively with the Regional Equity Fund, the "Funds") in
exchange for shares of the Value Fund, followed by the dissolution and
liquidation of the Regional Equity Fund, and the distribution of Value Fund
shares to shareholders of the Regional Equity Fund (the "Transaction"). As a
result of the Transaction, each shareholder of the Regional Equity Fund will
receive, on a tax-free basis, a number of full and fractional shares of the
Value Fund equal at the date of the exchange to the value of the net assets of
the Regional Equity Fund transferred to the Value Fund that are attributable to
the shareholder. Regional Equity Fund shareholders holding Class A, Class B, or
Trust shares, will receive Class A, Class B, or Trust shares, respectively, of
the Value Fund.
Both the Regional Equity Fund and the Value Fund are portfolios
("series") of AmSouth Funds, which is an open end management investment company
consisting of 31 separate funds.
This Combined Prospectus/Proxy Statement explains concisely what you should
know before investing in the Value Fund. Please read it carefully and keep it
for future reference.
This Combined Prospectus/Proxy Statement is accompanied by a prospectus
for the Value Fund and the Regional Equity Fund, dated December 1, 1999 (the
"AmSouth Prospectus"). The prospectus for the Value Fund and the Regional Equity
Fund is incorporated into this Combined Prospectus/Proxy Statement by reference.
The current Statement of Additional Information of AmSouth Funds, dated December
1, 1999, has been filed with the Securities and Exchange Commission and is
incorporated by reference. The Statement of Additional Information of AmSouth
Funds may be obtained, without charge, by writing AmSouth Funds, 3435 Stelzer
Road, Columbus, Ohio 43219 or by calling 1-800-451-8382. In addition, a
Statement of Additional Information dated January 21, 2000, relating to the
Transaction described in this Combined Prospectus/Proxy Statement has been filed
with the Securities and Exchange Commission and is also incorporated into this
Combined Prospectus/Proxy Statement by reference. Such Statement of Additional
Information may be obtained, without charge, by writing AmSouth Funds at the
above-listed address or by calling 1-800-451-8382.
AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE FUND SHARES OR DETERMINED WHETHER THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.
LIKE OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A FUND. YOUR
INVESTMENT IN A FUND IS NOT A DEPOSIT OR AN OBLIGATION OF AMSOUTH BANK, ITS
AFFILIATES, OR ANY BANK. IT IS NOT INSURED BY THE FDIC OR ANY GOVERNMENT AGENCY.
-5-
<PAGE> 7
[BACK COVER PAGE]
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS COMBINED PROSPECTUS/PROXY STATEMENT IN
CONNECTION WITH THE OFFERING MADE BY THIS COMBINED PROSPECTUS/PROXY STATEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY AMSOUTH FUNDS. THIS COMBINED PROSPECTUS/PROXY
STATEMENT DOES NOT CONSTITUTE AN OFFERING BY AMSOUTH FUNDS IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
-6-
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROPOSAL (1) APPROVAL OF
PLAN OF REORGANIZATION ............................................
FEE TABLES .........................................................
SYNOPSIS ...........................................................
RISK FACTORS .......................................................
INTRODUCTION .......................................................
PROPOSAL REGARDING APPROVAL OR DISAPPROVAL OF PLAN OF
REORGANIZATION .....................................................
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION .............
INFORMATION ABOUT THE REORGANIZATION ..............................
AMSOUTH FUNDS ......................................................
FINANCIAL STATEMENTS ...............................................
VOTING INFORMATION .................................................
INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ......
FORM OF PLAN OF REORGANIZATION APPENDIX A ..........................
</TABLE>
-7-
<PAGE> 9
PROPOSAL (1) -- APPROVAL OF
PLAN OF REORGANIZATION
At a meeting held on November 23, 1999, all of the Trustees of AmSouth
Funds unanimously approved a Plan of Reorganization pursuant to which the
Regional Equity Fund would be merged with and into the Value Fund on or about
March 13, 2000 ("the Exchange Date"). On the Exchange Date, the Regional Equity
Fund will transfer all of its assets and liabilities to the Value Fund in
exchange for shares of the Value Fund having an aggregate net asset value equal
to the aggregate value of the net assets acquired from the Regional Equity Fund.
The assets and liabilities of the Regional Equity Fund and the Value Fund will
be valued as of the close of trading on the New York Stock Exchange on the
business day next preceding the Exchange Date. Following the transfer, the
Regional Equity Fund will be dissolved and shares of the Value Fund received by
the Regional Equity Fund will be distributed to Regional Equity Fund
shareholders in liquidation of the Regional Equity Fund. As a result of the
proposed Transaction, shareholders of the Regional Equity Fund will receive, on
a tax-free basis, a number of full and fractional Shares equal in value at the
date of the exchange to the value of the net assets of the Regional Equity Fund
transferred to the Value Fund attributable to the shareholder (based on the
proportion of the outstanding shares of the Regional Equity Fund owned at the
time by the shareholder). All Regional Equity Fund shareholders will receive
shares of the AmSouth Class (Class A, Class B or Trust) that corresponds to the
class of Regional Equity Fund shares that they hold.
For the reasons set forth below under "Background and Reasons for the
Proposed Reorganization," the Board of Trustees of AmSouth Funds, including
Trustees of AmSouth Funds who are not "interested persons" of AmSouth Funds as
defined in the Investment Company Act of 1940 (the "1940 Act") (the "Independent
Trustees"), unanimously concluded that participation in the proposed Transaction
is in the best interests of the Regional Equity Fund, the Value Fund and their
respective existing shareholders. The Trustees have further concluded that the
economic interests of shareholders of the Funds will not be diluted as a result
of the proposed Transaction. In reaching this conclusion, the Trustees
considered, among other things, the similarity of the investment objectives of
the Regional Equity Fund and the Value Fund; the expense ratios of the Regional
Equity Fund compared to the Value Fund; the performance of the Value Fund as
compared to the Regional Equity Fund; the potential economies of scale which
could be realized as a result of the increase in size of the Value Fund; the
qualifications and experience of AmSouth Bank (the "Adviser"); the
recommendation of the Adviser in favor of the Transaction; and the fact that the
Transaction will be free of federal income taxes.
FEE TABLES
Fee tables showing the current fees for the Regional Equity Fund and
the Value Fund, as well as the pro forma fees, are as follows:
-8-
<PAGE> 10
<TABLE>
<CAPTION>
AmSouth AmSouth
Regional Equity Value Combined
Fund Fund Fund Pro Forma
--------------------------- -------------------------- -----------------------------
Class A Class B Trust Class A Class B Trust Class A Class B Trust
------- ------- ----- ------- ------- ----- ------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
(expenses paid by you directly)(1)
Maximum Sales Charge
Imposed on Purchases (as
a percentage of offering
price) 4.50%(2) None None 4.50%(2) None None 4.50%(2) None None
Sales Charge on Reinvested
Dividends None None None None None None None None None
Maximum Contingent
Deferred Sales Charge (as
a percentage of original
purchase price or
redemption proceeds, as
applicable) None 5.00%(3) None None 5.00%(3) None None 5.00%(3) None
Redemption Fees(4) None None None None None None None None None
Exchange Fees None None None None None None None None None
ANNUAL OPERATING EXPENSES
(as a percentage of average
daily net assets)
Advisory Fees .80% .80% .80% .80% .80% .80% .80% .80% .80%
12b-1 Fees None 1.00% None None 1.00% None None 1.00% None
Other Expenses .64% .39% .39% .56% .31% .31% .56% .31% .46%
Total Fund Operating Expenses 1.44%(5) 2.19%(5) 1.19%(5) 1.36%(6) 2.11%(6) 1.11%(6) 1.36%(7) 2.11%(7) 1.26%(7,8)
</TABLE>
(1) AmSouth Bank or other financial institutions may charge their customer's
account fees for automatic investment and other cash management services
provided in connection with investment in the Funds.
(2) Lower sales charges are available depending upon the amount invested. For
investments of $1 million or more, a contingent deferred sales charge
("CDSC") is applicable to redemptions within one year of purchase. See
"Distribution Arrangements" in the Funds' Prospectus.
(3) The CDSC, charged if Class B Shares are sold within six years of purchase,
declines as follows: 5%, 4%, 3%, 3%, 2%, 1%, to 0% in the seventh year.
Approximately eight years after purchase, Class B Shares automatically
convert to Class A Shares.
(4) A wire transfer fee of $7.00 will be deducted from the amount of your
redemption if you request a wire transfer.
(5) Other expenses are restated to reflect current fees. The expenses noted
above do not reflect any fee waivers or expense reimbursement arrangements
that are or were in effect. Total expenses after fee waivers and expense
reimbursements will be as follows: Class A, 1.40%; Class B, 2.15 %; Trust
Class, 1.15%. Any fee waiver or expense reimbursement arrangement is
voluntary and may be discontinued at any time.
(6) Other expenses are restated to reflect current fees. The expenses noted
above do not reflect any fee waivers or expense reimbursement arrangements
that are or were in effect. Total expenses after fee waivers and expense
reimbursements will be as follows: Class A, 1.35%; Class B, 2.10 %; Trust
Class, 1.10%. Any fee waiver or expense reimbursement arrangement is
voluntary and may be discontinued at any time.
(7) Other expenses for each Class are based on estimated amounts for the current
fiscal year. The expenses noted above do not reflect any fee waivers or
expense reimbursement arrangements that are or were in effect. Total
expenses after fee waivers and expense reimbursements will be as follows:
Class A, 1.35%; Class B, 2.10%; Trust Class, 1.25%. Any fee waiver or
expense reimbursement arrangement is voluntary and may be discontinued at
any time.
(8) This amount includes a shareholder servicing fee effective on March 13,
2000.
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<PAGE> 11
AmSouth Regional Equity Fund
AmSouth Value Fund
EXAMPLE: An investor would pay the following expenses on $10,000 investment,
assuming (1) 5% annual return, (2) no changes in the Fund's operating expenses,
and (3) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
AmSouth Regional Equity Fund
Class A Shares............................................... $590 $ 885 $1,201 $2,097
Class B Shares............................................... $722 $ 985 $1,375 $2,334
Trust Shares................................................. $121 $ 378 $ 654 $1,443
AmSouth Value Fund
Class A Shares............................................... $582 $ 861 $1,161 $2,011
Class B Shares............................................... $714 $ 961 $1,334 $2,250
Trust Shares................................................. $113 $ 353 $ 612 $1,352
Combined Fund Pro Forma
Class A Shares............................................... $582 $ 861 $1,161 $2,011
Class B Shares............................................... $714 $ 961 $1,334 $2,250
Trust Shares................................................. $128 $ 400 $ 692 $1,523
</TABLE>
- ----------
** Class B shares of the AmSouth Regional Equity Fund, the AmSouth Value Fund
and the Combined Fund automatically convert to Class A Shares approximately
after eight (8) years. Therefore, the "10 Years" example above reflects
these conversions.
Assuming no redemption of Class B shares at the end of the period, the
dollar amounts in the above example would be as follows:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
AmSouth Regional Equity Fund
Class B Shares............................................... $222 $685 $1,175 $2,334
AmSouth Value Fund
Class B Shares............................................... $214 $661 $1,134 $2,250
Combined Fund Pro Forma
Class B Shares............................................... $214 $661 $1,134 $2,250
</TABLE>
- ----------
** Class B shares of the AmSouth Regional Equity Fund, the AmSouth Value Fund
and the Combined Fund automatically convert to Class A Shares approximately
after eight (8) years. Therefore, the "10 Years" example above reflects
these conversions.
-10-
<PAGE> 12
SYNOPSIS OF PROSPECTUSES
Investment Objectives and Policies. Below is a brief comparison of the
investment objectives and policies of the Regional Equity Fund and the Value
Fund. The following discussion is qualified in its entirety by the disclosure on
such subjects contained in the AmSouth Prospectus accompanying this Combined
Prospectus/Proxy Statement. For a full and detailed description of permitted
investments, see the applicable AmSouth Prospectus.
The securities currently held by the Funds are substantially similar.
Consequently, the proposed reorganization should not result in higher than
normal portfolio turnover.
Investment Objectives As their investment objectives, both the Regional
Equity Fund and the Value Fund seek capital growth by investing primarily in a
diversified portfolio of common stock and securities convertible into common
stock, such as convertible bonds and convertible preferred stock. The production
of current income is an incidental objective.
Investment Policies The Regional Equity Fund invests primarily in common
stocks of companies headquartered in the Southern Region of the United States,
which includes Alabama, Florida, Georgia, Louisiana, Mississippi, North
Carolina, South Carolina, Tennessee and Virginia, that the portfolio manager
believes to be undervalued. In managing the Fund's portfolio, the manager uses a
variety of economic projections, quantitative techniques, and earnings
projections in formulating individual stock purchase and sale decisions. The
portfolio manager will select investments that he believes have basic investment
value which eventually will be recognized by other investors.
Similarly, the Value Fund invests primarily in common stocks that the
portfolio manager believes to be undervalued. Like the Regional Equity Fund, in
managing the Fund's portfolio, the manager uses a variety of economic
projections, quantitative techniques, and earnings projections in formulating
individual stock purchase and sale decisions. The portfolio manager will select
investments that it believes have basic investment value which eventually will
be recognized by other investors, thus increasing their value to the Fund.
Additional Investment Policies The Regional Equity Fund will normally invest
at least 65% of its total assets in common stocks and securities convertible
into common stocks of companies headquartered in the Southern Region. The Fund
may also invest up to 35% of its total assets in common stocks and securities
convertible into common stock of companies headquartered outside the Southern
Region, preferred stocks, corporate bonds, notes, and warrants, and short-term
money market instruments.
As a temporary defensive measure, if deemed appropriate under the
circumstances, the Regional Equity Fund may increase its holdings in short-term
money market instruments to over 35% of its total assets.
The Regional Equity Fund may invest (or engage) in American Depository
Receipts, Bankers' Acceptances and Certificates of Deposit, Commercial Paper,
Common Stock, Convertible Securities, Derivatives, Foreign Securities,
Investment Company Securities, Money Market Instruments, Preferred Stocks,
Repurchase Agreements, Securities Lending, Warrants, When-Issued Securities and
Forward Commitments, and Zero-Coupon Debt Obligations.
The Value Fund will normally invest at least 80% of its total assets in
common stocks and securities convertible into common stocks, such as convertible
bonds and convertible preferred stocks. The Fund may also invest up to 20% of
the value of its total assets in preferred stocks, corporate bonds, notes, and
warrants, and short-term money market instruments.
As a temporary defensive measure, if deemed appropriate under the
circumstances, the Value Fund may increase its holding in short-term money
market instruments to over 20% of its total assets.
-11-
<PAGE> 13
The Value Fund may invest (or engage) in American Depository Receipts,
Bankers' Acceptances, Commercial Paper, Common Stock, Convertible Securities,
Derivatives, Foreign Securities, Investment Company Securities, Money Market
Instruments, Preferred Stocks, Repurchase Agreements, Securities Lending,
Warrants, When-Issued Securities and Forward Commitments, and Zero-Coupon Debt
Obligations.
Investment Restrictions
The following investment restrictions may be changed only by a vote of a
majority of the outstanding voting shares of the Fund.
The Regional Equity Fund and the Value Fund may not:
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 such Fund's total
assets would be invested in such issuer, or such Fund would hold more than 10%
of any class of securities of the issuer or more than 10% of the outstanding
voting securities of the issuer, except that up to 25% of the value of each
Fund's total assets may be invested without regard to such limitations. 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;
Purchase any securities which would cause more than 25% of the value of such
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
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, and repurchase agreements secured by 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 (d) 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;
Borrow money or issue senior securities, except that each Fund may borrow
from banks or enter into reverse repurchase agreements for temporary emergency
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 such Fund's total assets at
the time of its borrowing. A Fund will not purchase securities while borrowings
(including reverse repurchase agreements) in excess of 5% of its total assets
are outstanding;
Make loans, except that each Fund may purchase or hold debt instruments in
accordance with its investment objective and policies, may lend Fund securities
in accordance with its investment objective and policies, and may enter into
repurchase agreements;
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;
Purchase or sell commodities, commodity contracts (including futures
contracts with respect to each Fund), oil, gas or mineral exploration or
development programs, or real estate (although investments by all of the Funds
in marketable securities of companies engaged in such activities and in
securities secured by real estate or interests therein are not hereby
precluded);
-12-
<PAGE> 14
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 each Fund may purchase securities
of a money market fund;
Invest in any issuer for purposes of exercising control or management;
Purchase or retain securities of any issuer if the officers or Trustees of
the Trust or the officers or directors of its investment adviser owning
beneficially more than one-half of 1% of the securities of such issuer together
own beneficially more than 5% of such securities;
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;
Write or purchase put 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.
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.
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
The following information was provided by the Annual Report to Shareholders
of AmSouth Funds ("Annual Report") for the period ended July 31, 1999. When
reading the Annual Report, please note that Classic Shares are currently named
Class A Shares, Premier Shares are currently named Trust Shares, and the AmSouth
Equity Fund is currently named the AmSouth Value Fund. The Management Discussion
found in the Annual Report is as follows:
AMSOUTH REGIONAL EQUITY FUND(1)
PERFORMANCE. For the 12 months ended July 31, 1999, the AmSouth Regional
Equity Fund produced a total return of -9.85% (Classic Shares at NAV). In
comparison, the S&P 500 Index rose 20.20%, while the Lipper Capital Appreciation
Fund Index(2) returned 20.76%.
The Fund's performance suffered during the first part of the period, due to
the narrowness of the market and the facts that the groups the Fund embraces,
and the geographic requirements of the Fund's investment objective, worked
against it. However, in the second calendar quarter of 1999, circumstances
changed dramatically. The Fund's style of investing came back into favor, and
the Fund recovered much of the ground it had lost earlier. Throughout the
period, the Southeast remained a healthy economic region, with growth continuing
at a pace above the national average.
- --------
(1) Regional funds may be subject to additional risk, since the
companies they invest in are located in one geographical location.
(2) The Lipper Capital Appreciation Funds Index is comprised of funds
that seek maximum capital appreciation, frequently by means of 100% or more
portfolio turnover, leveraging, purchasing unregistered securities, purchasing
options, etc. The funds in the index may take large cash positions.
-13-
<PAGE> 15
FACTORS AFFECTING PERFORMANCE. The Fund had a number of stocks that did
very well, especially during the Fund's recovery period. Fort James Corp. (3.11%
of the Fund's net assets), one of the Fund manager's favorite paper companies,
had a sharp price increase. Scientific Atlanta, Inc. (1.77%) also came back very
strongly; the stock had dropped early on, though not for any reasons that the
Fund manager thought to be valid. A couple of the energy stocks in the portfolio
were strong performers, including Offshore Logistics, Inc. (2.43%), Mobile Corp.
(1.24%) and Schlumberger, Ltd. (1.47%). Although the latter two would not
ordinarily be identified as Southeast companies (we do not include Texas), they
each bought firms based in the Southeast -- which allowed the Fund to buy their
shares. Since it is difficult to get energy exposure in the region, the Fund has
continued to hold these names.(3)
Any time you are in a geographic region that does not necessarily reflect the
overall balance of the nation as a whole and the broader stock market, a key
factor in determining your fund's relative performance is the performance of the
sectors that can be found in your region. For example, the one portfolio has few
technology names. So, when the technology sector declines, as it did between
April and June, the Fund's relative performance is enhanced.
CURRENT STRATEGY AND OUTLOOK. One key advantage of a regional fund like this
is that shareholders can benefit from the Fund manager's acute and in-depth
knowledge about a relatively narrow segment of the market. The Fund manager is
based in the Southeast and has established close and reliable contracts
throughout the region; the Fund manager bases investment decisions on decades of
experience in this region. While it is not possible to predict exactly when a
particular region will drift in or out of favor, the Southeast has produced some
remarkable and profitable growth in the past. The Fund manager believes the Fund
remains positioned to take full advantage of such opportunities when they
present themselves.
As of July 31, 1999, the Fund's top five holdings were HEALTHSOUTH Corp.
(5.06%), Bank of America Corp. (3.23%), Fort James Corp. (3.11%), Health
Management Associates, Inc. (3.11%) and Modis Professional Services (3.08%).
- --------
(3) The Fund's portfolio composition is subject to change.
-14-
<PAGE> 16
[VALUE OF A $10,000 INVESTMENT GRAPHIC]
The AmSouth Regional Equity Fund+
[THE AMSOUTH REGIONAL EQUITY FUND APPEARS HERE]
<TABLE>
<CAPTION>
AmSouth AmSouth
Regional Regional AmSouth
Equity Fund Equity Fund Regional S&P 500 Lipper Capital
(Classic (Premier Equity Fund Stock Appreciation
Date Shares)* Shares) (B Shares) Index Index
- ---- ----------- ----------- ----------- ------- --------------
<S> <C> <C> <C> <C> <C>
7/89 9,550 10,000 10,000 10,000 10,000
7/90 10,449 10,940 10,940 10,647 10,317
7/91 11,757 12,311 12,311 12,007 11,602
7/92 14,186 14,853 14,853 13,539 12,843
7/93 16,388 17,160 17,160 14,713 14,782
7/94 17,188 17,998 17,998 15,477 15,323
7/95 19,783 20,713 20,713 19,509 19,541
7/96 22,376 23,427 23,427 22,739 21,192
7/97 31,107 32,568 32,568 34,590 28,192
7/98 31,012 32,527 32,261 41,282 31,934
7/99 27,958 29,411 28,859 49,823 38,562
</TABLE>
For performance purposes the above graph has not been adjusted for CDSC charges.
<TABLE>
<CAPTION>
- -----------------------------------------------
Average Annual Total Return
- -----------------------------------------------
As of 1 5 10
July 31, 1999 Year Year Year
- -----------------------------------------------
<S> <C> <C> <C>
Classic* -13.90% 9.20% 10.83%
- -----------------------------------------------
Premier -9.57% 10.32% 11.39%
- -----------------------------------------------
B Shares** -14.73% 9.63% 11.18%
- -----------------------------------------------
</TABLE>
* Reflects 4.50% sales charge.
** Reflects applicable contingent deferred sales charge.
Effective September 2, 1997, the Fund's existing shares, which were
previously unclassified, were designated either Classic or Premier Shares. The
performance figures for Premier Shares for periods prior to such date represent
the performance of Classic Shares of the Fund.
Performance for the Class B Shares, which commenced operations on September
3, 1997, is based on the historical performance of the Classic Shares (without
sales charge) prior to that date. The performance of Classic Shares does not
reflect the higher 12b-1 fees or the contingent deferred sales charge (CDSC).
Had the CDSC and higher 12b-1 fees been incorporated, total return and
hypothetical growth figures would have been lower.
The performance of the AmSouth Regional Equity Fund is measured against the
S&P 500 Stock Index and the Lipper Capital Appreciation Funds Index. The S&P 500
Stock Index is an unmanaged index generally representative of the U.S. stock
market as a whole. The index does not reflect the deduction of fees associated
with a mutual fund, such as investment management and fund accounting fees. The
Lipper Capital Appreciation Funds Index is an index that consists of managed
funds. The Capital Appreciation Funds Index and the Fund's performance do
reflect the deduction of fees for these value-added services. During the period
shown, the Fund waived fees for various expenses. Had these waivers not been in
effect, performance quoted would have been lower.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. INVESTMENT RETURN AND NET
ASSET VALUE WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE
WORTH MORE OR LESS THAN THE ORIGINAL COST.
-15-
<PAGE> 17
AMSOUTH VALUE FUND
PERFORMANCE. For the 12 months ended July 31, 1999, the AmSouth Equity Fund
produced a total return of 14.92% (Classic Shares at NAV). In comparison, the
S&P 500 Stock Index rose 20.20%, while the Lipper Capital Appreciation Fund
Index(4) gained 20.76%.
Looking at the Fund's fiscal year as a whole, it had two very good periods.
First, the Fund performed well during the sharp market decline in August 1998;
then during the second calendar quarter of 1999, again turning in strong numbers
when the market became much broader and began to reward the Fund manager's value
style of investing.
In the month of April, the Fund saw a sudden broadening of investor interest
- -- some of which had to do with the significant signs of improvement in many
foreign economies that had lagged earlier in the year. There was a rapid
rotation in the second calendar quarter of 1999 and in the Fund. The Fund
continued to perform strongly during periods when the market was sloppy, which
is what a value-oriented fund is structured to do.
FACTORS AFFECTING PERFORMANCE. In particular, the Fund benefited from its
holdings in energy and a sector called "shelter," which includes forest products
and paper. With regard to energy, many analysts did not believe that the
Organization of Petroleum Exporting Countries (OPEC) members would abide by an
agreement to limit production; OPEC has a long history of not holding together.
But what was different this time was that, due to historically low oil prices,
OPEC countries were feeling true economic pain. For the first time in four or
five years, there not only was a political reason for holding true to an
agreement, there also were compelling economic reasons. OPEC simply needed
higher oil prices.
Consequently, production among OPEC nations shrunk by a couple of million
barrels a day. In a commodities market, when you suddenly go from a slight
amount of surplus to a position where inventories are tight, you can have some
dramatic price reactions -- which is what happened.
The Fund manager believes a similar scenario will unfold in forest products
over the next couple of quarters. Some of the Fund manager's favorite paper
holdings include Weyerhaeuser Co. (2.29% of the Fund's net assets), Willamette
Industries, Inc. (1.51%), International Paper Co. (2.35%) and Champion
International Corp. (0.25%).(5) The Fund manager is also fond of selected stocks
in the consumer nondurables sector, including American Greetings Corp. (2.08%),
Crown Cork & Seal, Inc. (0.70%) and Dole Food, Inc. (0.42%).(6)
CURRENT STRATEGY AND OUTLOOK. With overweightings in energy and shelter, the
portfolio is structured to benefit from a continuation of moderate economic
growth in the United States and abroad. Despite the run-up in oil stocks, for
example, the Fund manager does not believe we have yet seen a top. Even though
the price of energy has risen significantly, that has only happened in the last
quarter, and the bottom lines of many companies in the sector have not yet fully
reflected those price increases. The Fund manager has seen a significant
tightening in refining capacity, and the oil squeeze could get even tighter.
- --------------
(4) Lipper Capital Appreciation Fund Index is comprised of funds that
seek maximum capital appreciation, frequently by means of 100% or more portfolio
turnover, leveraging, purchasing unregistered securities, purchasing options,
etc. The funds in the index may take large cash positions.
(5,6) The Fund's portfolio composition is subject to change.
-16-
<PAGE> 18
As of July 31, 1999, the Fund's top five holdings were Gannett Co., Inc.
(2.74%), Marsh & McLennan Co., Inc. (2.62%), Texaco (2.58%), Newell Rubbermaid
(2.57%) and Kerr McGee Corp. (2.52%).(7)
[VALUE OF A $10,000 INVESTMENT GRAPHIC]
The AmSouth Equity Fund
[THE AMSOUTH VALUE FUND APPEARS HERE]
<TABLE>
<CAPTION>
AmSouth AmSouth
Equity Equity AmSouth
Fund Fund Equity S&P 500 Lipper Capital
(Classic (Premier Fund Stock Appreciation
Date Shares)* Shares) (B Shares) Index Index
- ---- -------- -------- ---------- ------- --------------
<S> <C> <C> <C> <C> <C>
7/89 9,550 10,000 10,000 10,000 10,000
7/90 9,707 10,165 10,165 10,647 10,317
7/91 10,530 11,026 11,026 12,007 11,602
7/92 11,891 12,451 12,451 13,539 12,843
7/93 13,533 14,170 14,170 14,713 14,762
7/94 14,603 15,291 15,291 15,477 15,323
7/95 17,415 18,236 18,235 19,509 19,541
7/96 19,344 20,257 20,256 22,739 21,192
7/97 27,536 28,838 28,834 34,590 28,192
7/98 30,935 32,430 32,195 41,282 31,934
7/99 35,547 37,433 36,711 49,623 38,562
</TABLE>
For performance purposes the above graph has not been adjusted for CDSC charges.
<TABLE>
<CAPTION>
- -----------------------------------------------
Average Annual Total Return
- -----------------------------------------------
As of 1 5 10
July 31, 1999 Year Year Year
- -----------------------------------------------
<S> <C> <C> <C>
Classic* 9.74% 18.38% 13.53%
- -----------------------------------------------
Premier 15.43% 19.61% 14.11%
- -----------------------------------------------
B Shares** 9.03% 18.95% 13.89%
- -----------------------------------------------
</TABLE>
* Reflects 4.50% sales charge.
** Reflects applicable contingent deferred sales charge.
Effective September 2, 1997, the Fund's existing shares, which were
previously unclassified, were designated either Classic or Premier Shares. The
performance figures for Premier Shares for periods prior to such date represent
the performance of Classic Shares of the Fund.
Performance for the Class B Shares, which commenced operations on September
3, 1997, is based on the historical performance of the Classic Shares (without
sales charge) prior to that date. The performance of Classic Shares does not
reflect the higher 12b-1 fees or the contingent deferred sales charge (CDSC).
Had the CDSC and higher 12b-1 fees been incorporated, total return and
hypothetical growth figures would have been lower.
The performance of the AmSouth Equity Fund is measured against the S&P 500
Stock Index and the Lipper Capital Appreciation Funds Index. The S&P 500 Stock
Index is an unmanaged index generally representative of the U.S. stock market as
a whole. The index does not reflect the deduction of fees associated with a
mutual fund, such as investment management and fund accounting fees. The Lipper
Capital Appreciation Funds Index is an index that consists of managed funds. The
Capital Appreciation Funds Index and the Fund's performance do reflect the
deduction of fees for these value-added services. During the period shown, the
Fund waived fees for various expenses. Had these waivers not been in effect,
performance quoted would have been lower.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. INVESTMENT RETURN AND NET
ASSET VALUE WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE
WORK MORE OR LESS THAN THE ORIGINAL COST.
- --------
(7) The Fund's portfolio composition is subject to change.
-17-
<PAGE> 19
OPERATING PROCEDURES.
DISTRIBUTIONS. Each Fund distributes any net investment income monthly and
any net realized capital gains at least once a year. Shareholders of each Fund
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. Dividends and distributions, when received in shares,
are reinvested without a sales charge as of the ex-dividend date using the net
asset value determined on that date and are credited to a Shareholder's account
on the payment date.
Dividends paid in additional shares receive the same tax treatment as
dividends paid in cash.
The amount of dividends payable on Trust shares of the Funds generally will
be more than the amount of dividends payable on Class A and Class B Shares of
the Funds because of the distribution expenses charged to Class A and Class B
Shares but not charged to Trust shares.
PURCHASE PROCEDURES. Because the distributor for AmSouth Funds is BISYS Fund
Services Limited Partnership (the "Distributor"), purchase procedures are
generally identical for the two Funds. Purchase orders for Shares are executed
at a per Share price equal to the asset value next determined after the purchase
order is effective (plus any applicable sales charge). No sales charges are
imposed on Trust shares and therefore no sales charges will be imposed on the
Trust Shares of the Value Fund distributed by AmSouth Funds in the Transaction.
A maximum sales charge of 4.5% of the offering price is imposed on Class A
shares of the Regional Equity Fund as well as the Value Fund. However, no sales
charge will be imposed on the Class A or Class B Shares of the Value Fund
distributed by AmSouth Funds in the Transaction.
Shares of each Fund are sold on a continuous basis by the Distributor, either
by mail, by wire, through an Automatic Investment Plan or through financial
institutions. The Funds have a minimum investment requirement of $1,000 for
Class A, Class B and Automatic Investment, and $250 for Retirement. The Funds
also have no subsequent minimum investment requirement for Class A and for Class
B, and a $50 minimum for Automatic Investment and for Retirement.
Purchases and redemption of Shares of each Fund may be made on days on which
both The New York Stock Exchange ("NYSE") and the Federal Reserve wire system
are open for business ("Business Days").
Class A and Class B Shares of each Fund are subject to a shareholder
servicing fee of .25%. Trust Shares of each Fund are subject to a shareholder
servicing fee of .15% effective on March 13, 2000.
EXCHANGE PRIVILEGE. Each Fund's shares may be exchanged for shares of the
class of the various other Funds of AmSouth which the shareholder qualifies to
purchase directly so long as the shareholder maintains the applicable minimum
account balance in each Fund in which he or she owns shares and satisfies the
minimum initial and subsequent purchase amounts of the Fund into which the
shares are exchanged. An AmSouth Funds shareholder may exchange his or her Class
A shares for Trust shares of the same Fund if the shareholder becomes eligible
to purchase Trust shares. No transaction fees are currently charged for
exchanges. When exchanging Trust shares of a Fund for Class A shares of a Fund,
the shareholder will be exempt from any applicable sales charge. For Class A
Shares, when exchanging from a Fund that has no sales charge or a lower sales
charge to a Fund with a higher sales charge, the shareholder will pay the
difference. The Exchange Privilege (including automatic exchanges) may be
changed or eliminated at any time upon a 60-day notice to shareholders.
Exchange privileges for shareholders in each Fund are available only in any
state where the shares of such Fund may be legally sold. Exercise of the
exchange privilege is generally treated as a sale for Federal income tax
purposes and, depending on the circumstances, a short or long-term capital gain
or loss may be realized.
-18-
<PAGE> 20
Exchanges are made on the basis of the relative net asset values of the
shares exchanged plus any applicable sales charge. Neither Fund imposes a charge
for processing exchanges of shares.
REDEMPTION PROCEDURES. Each Fund redeems shares at its net asset value next
determined after receipt by the Distributor of the redemption request.
Redemptions will be made on any Business Day without charge although there is
presently a $7 charge for wiring redemption proceeds to a shareholder's
designated account. Shares may be redeemed by mail, by telephone or through a
pre-arranged systematic withdrawal plan.
Each Fund reserves the right to make payment on redemptions in securities
rather than cash. Each Fund reserves the right to redeem shares at net asset
value if a shareholder's account has a value of less than the minimum initial
purchase amount. Before a Fund exercises its right to redeem such shares, a
shareholder is given notice that the value of shares in his or her account is
less than the minimum amount and is allowed 60 days to make an additional
investment in the Fund. The minimum for the Funds is $50.
NET ASSET VALUE. The net asset value of shares of the Funds is determined
daily as of 4:00 p.m., Eastern time on days the NYSE and the Federal Reserve
Bank of Atlanta are open. A shareholder's order for purchase, sale or exchange
of shares is priced at the next NAV calculated after the order is accepted by
the Fund less any applicable sales charge. This is what is known as the offering
price. The Funds' securities are generally valued at current market prices. If
market quotations are not available, prices will be based on fair value as
determined by the Funds' Trustees.
FEDERAL TAX CONSIDERATIONS. Consummation of the Transaction is subject to the
condition that AmSouth Funds receive an opinion of Ropes & Gray, Counsel to
AmSouth Funds, to the effect that, based upon certain representations and
assumptions and subject to certain qualifications, the Transaction will not
result in the recognition of gain or loss for Federal income tax purposes for
either of the Funds, or the shareholders or the Regional Equity Fund.
RISK FACTORS
The investment objectives and policies of the Regional Equity Fund and the
Value Fund are substantially similar except that the Regional Equity Fund
invests primarily in companies of the Southern Region (Alabama, Florida,
Georgia, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee and
Virginia), while the Value Fund is not so restricted. In some cases, although
both Funds may invest in the same securities, they may do so subject to varying
limitations. This discussion is qualified in its entirety by the disclosure set
forth in the AmSouth Prospectus accompanying this Combined Prospectus/Proxy
Statement.
Investment in the Regional Equity Fund may be subject to the following
principal risks:
Market Risk: The possibility that the Fund's stock holdings will decline in
price because of a broad stock market decline. Markets generally move in cycles,
with periods of rising prices followed by periods of falling prices. The value
of your investment will tend to increase or decrease in response to these
movements.
Geographic Concentration Risk: By concentrating its investments in the Southern
Region, the Fund may be more vulnerable to unfavorable developments in that
region than funds that are more geographically diversified.
Investment Style Risk: The possibility that the market segment on which this
Fund focuses -- undervalued stocks of companies in the Southern Region -- will
underperform other kinds of investments or market averages.
The Fund may trade securities actively, which could increase its transaction
costs (thereby lowering its performance) and may increase the amount of taxes
that you pay. If the Fund invests in securities with additional risks, its share
price volatility accordingly could be greater and its performance lower.
-19-
<PAGE> 21
Investment in the Value Fund may be subject to the following principal risks:
Market Risk: The possibility that the Fund's stock holdings will decline in
price because of a broad stock market decline. Markets generally move in cycles,
with periods of rising prices followed by periods of falling prices. The value
of your investment will tend to increase or decrease in response to these
movements.
Investment Style Risk: The possibility that the market segment on which this
Fund focuses -- undervalued stocks--will underperform other kinds of investments
or market averages.
The above discussion is qualified in its entirety by the disclosure in the
AmSouth Prospectus and Statement of Additional Information.
SPECIAL MEETING OF SHAREHOLDERS
Proxies will be solicited by and on behalf of the Trustees of the AmSouth
Funds for use at a Special Meeting of Shareholders of AmSouth Funds (the
"Meeting"). The Meeting is to be held on February 22, 2000, at 10:00 a.m.
Eastern standard time, at the office of BISYS Fund Services, 3435 Stelzer Road,
Columbus, OH 43219. This Combined Prospectus/Proxy Statement and the enclosed
form of proxy are being mailed to shareholders on or about January 24, 2000.
Any shareholder giving a proxy has the power to revoke it. The shareholder
revoking such proxy must either submit to AmSouth Funds a subsequently dated
proxy, deliver to AmSouth Funds a written notice of revocation, or otherwise
give notice of revocation in open meeting. All properly executed proxies
received in time for the Meeting will be voted as specified in the proxy, or, if
no specification is made, FOR the proposal (set forth in item (1) of the Notice
of Special Meeting to implement the reorganization of the Regional Equity Fund
by the transfer of all of its assets to the Value Fund, in exchange for AmSouth
Class A, Class B and Trust shares of the Value Fund (collectively, "Shares") and
the assumption by the Value Fund of all of the liabilities of the Regional
Equity Fund followed by the dissolution and liquidation of the Regional Equity
Fund and the distribution of Shares to the shareholders of the Regional Equity
Fund. All Regional Equity Fund shareholders will receive shares of the AmSouth
Class (Class A, Class B or Trust) that corresponds to the Class of the Regional
Equity Fund Shares that they hold.
As of January 10, 2000, there was outstanding the following amount of shares
of the Class A, Class B and Trust Class of the Regional Equity Fund:
<TABLE>
<S> <C> <C>
Regional Equity.................... ----------- Class A shares
............................... ----------- Class B shares
............................... ----------- Trust shares
</TABLE>
Only shareholders of record at the close of business on January 10, 2000, will
be entitled to notice of and to vote at the meeting. Each share is entitled to
one vote as of the close of business on January 10, 2000.
AmSouth Funds' Trustees know of no matters other than those set forth herein
to be brought before the meeting. If, however, any other matters properly come
before the meeting, it is the Trustees' intention that proxies will be voted on
such matters in accordance with the judgment of the persons named in the
enclosed form of proxy.
PROPOSAL REGARDING APPROVAL OR DISAPPROVAL OF
PLAN OF REORGANIZATION
-20-
<PAGE> 22
The shareholders of the Regional Equity Fund are being asked to approve or
disapprove (1) the Plan of Reorganization by and between the Regional Equity
Fund and the Value Fund dated as of [ DATE ] (the "Plan"), a copy of which is
attached to this Combined Prospectus/Proxy Statement as Appendix A. The Plan
provides, among other things, for the transfer of all of the assets of the
Regional Equity Fund to the Value Fund in exchange for the assumption by the
Value Fund of all of the liabilities of the Regional Equity Fund and for a
number of Shares calculated based on the value of the net assets of the Regional
Equity Fund acquired by the Value Fund and the net asset value per share of the
Value Fund, all as more fully described below under "Information about the
Reorganization." After receipt of Shares, the Regional Equity Fund will
dissolve, distributing the Shares to its shareholders in complete liquidation,
and the Regional Equity Fund will be terminated. Prior to the date of such
transfer (the "Exchange Date"), the Regional Equity Fund will declare a
distribution to its shareholders which, together with all previous
distributions, will have the effect of distributing to its shareholders all of
its investment company taxable income (computed without regard to the deduction
for dividends paid) and net realized capital gains, if any, through the Exchange
Date.
At a meeting held on November 23, 1999, the Trustees of AmSouth Funds in
attendance voted unanimously to approve the Transaction and to recommend that
shareholders of the Regional Equity Fund also approve the Transaction. Approval
of reorganization of the Regional Equity Fund requires the affirmative vote of a
majority of all votes attributable to the voting securities of the Regional
Equity Fund voting separately as a fund, defined as the lesser of (a) sixty
seven percent (67%) or more of the votes attributable to all voting securities
of the Regional Equity Fund present at such meeting, if holders of more than 50%
of the votes attributable to the outstanding voting securities are present or
represented by proxy, or (b) more than 50% of the votes attributable to the
outstanding voting securities of the Regional Equity Fund.
A shareholder of the Regional Equity Fund objecting to the proposed
Transaction is not entitled under either Massachusetts law or AmSouth Funds'
Declaration of Trust to demand payment for and an appraisal of his or her
particular Regional Equity Fund shares if the Transaction is consummated over
his or her objection. However, shares of the Regional Equity Fund are redeemable
for cash at their net asset value on days on which both the New York Stock
Exchange and the Federal Reserve Bank of Atlanta are open for business
("Business Days").
In the event that this proposal is not approved by the shareholders of the
Regional Equity Fund, such Fund will continue to be managed as a separate fund
in accordance with its current investment objectives and policies, and the
AmSouth Funds Trustees may consider alternatives in the best interests of the
shareholders. However, if approval of the Plan is obtained, the reorganization
of the Regional Equity Fund will be consummated.
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION
A meeting was held on November 23, 1999, for the AmSouth Funds' Trustees, at
which meeting all of the Trustees, including the Independent Trustees,
unanimously determined that the reorganization would be in the best interests of
AmSouth Funds and existing shareholders of both the Regional Equity Fund and the
Value Fund. The Trustees also unanimously determined that the economic interests
of such shareholders would not be diluted as a result of effecting the
reorganization. At this same meeting, all of the Trustees, including the
Independent Trustees, unanimously approved the proposed reorganization. AmSouth
Funds' Trustees have unanimously recommended approval of the Plan.
In electing to approve the Plan and recommend it to shareholders of the
Regional Equity Fund, the Trustees acted upon information provided to them,
indicating that the proposed Transaction would operate in the best interests of
the Regional Equity Fund and Value Fund shareholders. In particular, the
Trustees determined that the proposed Transaction offered the following
benefits:
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<PAGE> 23
- Continuity of Management: Both the Regional Equity Fund and
the Value Fund are managed by Pedro Verdu, CFA. Mr. Verdu has
more than 26 years of investment experience as an analyst and
portfolio manager. He holds an MBA in finance and a bachelor's
degree in economics.
- Tax-Free Nature of Transaction; Lack of Dilution: The AmSouth
Funds' Trustees were informed that the proposed Transaction
involving the Regional Equity Fund and the Value Fund would be
accomplished without resulting in the imposition of federal
income taxes on the Regional Equity Fund or its shareholders
or the Value Fund. Also, the AmSouth Funds' Trustees were
informed that the interests of the Regional Equity Fund and
the Value Fund shareholders would not be materially diluted as
a result of the proposed Transaction, and that the Regional
Equity Fund shareholders would receive, in the aggregate,
shares of the Value Fund equal in value to the market value of
the assets of the Regional Equity Fund.
- Performance of AmSouth Funds; Fees and Expenses: The Board
received information relating to the performance of the Value
Fund into which the interests of shareholders of the Regional
Equity Fund would be merged. This information was presented
both on an absolute basis and in comparison to relevant
benchmarks and industry averages. The information showed that
the long-term performance of the Value Fund has been superior
to that of the Regional Equity Fund. The Trustees also
received information about the fees and expenses charged or to
be charged to AmSouth shareholders, which information tended
to show that the Regional Equity Fund shareholders who become
Value Fund shareholders as a result of the proposed
Transaction would be subject to fees and expenses that were
equal to or lower than those they currently bear as
shareholders of the Regional Equity Fund. While this is
presently the case, there was no guarantee that this would
remain the case in the future.
- Total Return: The total return of the Value Fund compares
favorably with that of the Regional Equity Fund. For
information regarding the total return of each of the Funds,
see "Financial Highlights" herein. Of course, past performance
does not predict future results.
- Assets: As of July 31, 1999, the Value Fund had total assets
of approximately $70,740,000 compared with approximately
$20,911,00 in total assets for the Regional Equity Fund. The
merger is expected to result in greater investment leverage
and market presence for the Value Fund. In addition, former
Regional Equity Fund shareholders would benefit from the
resulting economies of scale attributable to the larger asset
size of the Value Fund.
INFORMATION ABOUT THE REORGANIZATION
PLAN OF REORGANIZATION. The proposed Plan provides that the Value Fund
will acquire all of the assets of the Regional Equity Fund in exchange for the
assumption by Value Fund of all of the liabilities of the Regional Equity Fund
and for Shares all as of the Exchange Date (defined in the Plan to be March 13,
2000, or such other date as determined by the Trustees.) The following
discussion of the Plan is qualified in its entirety by the full text of the
Plan, which is attached as Appendix A to this Combined Prospectus/Proxy
Statement.
As a result of the Transaction, each shareholder of the Regional Equity
Fund will receive that number of full and fractional Shares equal in value at
the Exchange Date to the value of the portion of the net assets of the Regional
Equity Fund transferred to the Value Fund attributable to the shareholder (based
on the proportion of the outstanding shares of the Regional Equity Fund owned by
the shareholder as of the Valuation Time). The portfolio securities of the
Regional Equity Fund will be valued in accordance with the generally employed
valuation procedures of AmSouth Funds. The reorganization is being accounted for
as a tax-free business combination. At a meeting held on November 23, 1999, all
of the Trustees, including the Independent Trustees, unanimously determined that
the reorganization would be in the best interests of their registered investment
-22-
<PAGE> 24
company and existing shareholders and that the economic interests of their
existing shareholders would not be diluted as a result of effecting the
reorganization.
Immediately following the Exchange Date, the Regional Equity Fund will
distribute pro rata to its shareholders of record as of the close of business on
the Exchange Date the full and fractional Shares received by it and the Regional
Equity Fund will be liquidated and dissolved. Such liquidation and distribution
will be accomplished by the establishment of accounts on the share records of
the Value Fund in the name of such Regional Equity Fund's shareholders, each
account representing the respective number of full and fractional Shares due
such shareholder. All Regional Equity shareholders will receive shares of the
AmSouth Class (Class A, Class B or Trust) that corresponds to the Class of the
Regional Equity Fund that they hold.
The consummation of the reorganization is subject to the conditions set
forth in the Plan. The Plan may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders, prior to the Exchange
Date by consent of AmSouth Funds or, if any condition set forth in the Plan has
not been fulfilled and has not been waived by the party entitled to its
benefits, by such party.
All fees and expenses, including accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred directly in
connection with the consummation of the Transaction contemplated by the Plan
will be allocated ratably between the two Funds in proportion to their net
assets as of the Exchange Date except that (a) the costs of the proxy materials
and proxy solicitations will be borne by AmSouth Bank and (b) such fees and
expenses will be paid by the party directly incurring such expenses if and to
the extent that payment by the other party would result in the disqualification
of the Value Fund or the Regional Equity Fund, as the case may be, as a
"regulated investment company" within the meaning of Section 851 of the Code.
The Board of Trustees of AmSouth Funds have determined that the
interests of the existing shareholders of the Regional Equity Fund and the Value
Fund will not be diluted as a result of the Transaction. Full and fractional
Shares will be issued to the Regional Equity Fund's shareholders in accordance
with the procedure under the Plan as described above. Each Value Share will be
fully paid and nonassessable when issued, will be transferable without
restriction, and will have no preemptive or conversion rights. AmSouth Funds'
Declaration of Trust permits AmSouth Funds to divide its shares of any series,
without shareholder approval, into one or more classes of shares having such
preferences and special or relative rights and privileges as the Trustees may
determine. Shares of the Regional Equity Fund and the Value Fund are currently
divided into three classes: Class A, Class B and Trust Shares. Class A, Class B
and Trust shares will be distributed as applicable by AmSouth Funds in
connection with the Transaction.
Under Massachusetts law, AmSouth Funds' shareholders, could, under
certain circumstances, be held personally liable for the obligations of AmSouth
Funds. However, the Declaration of Trust disclaims shareholder liability for
acts or obligations of AmSouth Funds. The Declaration of Trust provides for
indemnification out of AmSouth Funds property for all loss and expense of any
shareholder held personally liable for the obligations of AmSouth Funds. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which AmSouth Funds would be unable to
meet its obligations. The likelihood of such circumstances is remote.
FEDERAL INCOME TAX CONSEQUENCES. The federal income tax consequences of
the Transaction should be as follows: (i) under Section 361 of the Code, no gain
or loss will be recognized by the Regional Equity Fund as a result of the
reorganization; (ii) under Section 354 of the Code, no gain or loss will be
recognized by the shareholders of the Regional Equity Fund on the distribution
of Shares to them in exchange for their shares of the Regional Equity Fund;
(iii) under Section 358 of the Code, the basis of Shares that any Regional
Equity shareholder receives in place of his or her Regional Equity shares will
be the same, in the aggregate, as the basis of the Regional Equity shares
exchanged; (iv) under Section 1223(1) of the Code, a shareholder's holding
period for the Shares received pursuant to the Plan will be determined by
including the holding period for the Regional
-23-
<PAGE> 25
Equity shares exchanged for the Shares provided that the shareholder held the
Regional Equity shares as a capital asset; (v) under Section 1032 of the Code,
no gain or loss will be recognized by the Value Fund by the receipt of the
assets of the Regional Equity Fund in exchange for Shares and the assumption by
the Value Fund of the liabilities of the Regional Equity Fund; (vi) under
Section 362 of the Code, the basis in the hands of the Value Fund of the assets
of the Regional Equity Fund transferred to the Value Fund in the reorganization
will be, in the aggregate, the same as the basis of such assets in the hands of
the Regional Equity Fund immediately prior to the transfer; and (vii) under
Section 1223(2) of the Code, the holding period of the assets of the Regional
Equity Fund in the hands of the Value Fund will include the periods during which
such assets were held by the Regional Equity Fund. As a condition to AmSouth
Funds' obligations to consummate the reorganization, AmSouth Funds will receive
an opinion from Ropes & Gray, counsel to AmSouth Funds, to the effect that, on
the basis of the existing provisions of the Code, current administrative rules,
court decisions, and certain representations by AmSouth Funds, for federal
income tax purposes the above stated tax consequences will be applicable to the
Transaction.
VOTING RIGHTS. Each shareholder of the Regional Equity Fund is entitled
to one vote per share and a proportionate fractional vote for any fractional
share. The former shareholders of the Regional Equity Fund, as holders of Class
A, Class B or Trust Shares of the Value Fund, will vote separately as a fund or
a class on matters relating solely to that fund or class. On all other matters,
they will vote in the aggregate with shareholders of the Value Fund. As
shareholders of the considerably larger Value Fund following the Transaction,
the former shareholders of the Regional Equity Fund will possess less
proportional voting power when they vote separately as Value Fund shareholders,
or shareholders of the classes thereof, than they had when they voted separately
as shareholders of the smaller Regional Equity Fund. For a more detailed
discussion of AmSouth Funds' voting procedures, see the AmSouth Prospectus
"GENERAL INFORMATION --Miscellaneous."
CAPITALIZATION. The following tables (UNAUDITED) set forth as of
November 30, 1999 (i) the capitalization of the Regional Equity Fund, (ii) the
capitalization of the Value Fund, and (iii) the pro forma capitalization of the
Value Fund as adjusted giving effect to the proposed acquisition of assets at
net asset value:
<TABLE>
<CAPTION>
REGIONAL EQUITY FUND VALUE FUND
---------------------------------------- -------------------------------------------
CLASS A CLASS B TRUST CLASS A CLASS B TRUST
------- ------- ----- ------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Net Assets ($) 12,645,226 530,423 41,514,404 64,821,099 11,191,691 869,803,975
Shares 655,569 27,786 2,147,767 2,714,342 470,940 36,408,070
Net Asset Value per 19.29 19.09 19.33 23.88 23.77 23.89
Share ($)
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED
--------------------------------------------
CLASS A CLASS B TRUST
------- ------- -----
<S> <C> <C> <C>
Net Assets ($) 77,466,325 11,722,114 911,318,379
Shares 3,243,983 493,147 38,146,437
Net Asset Value per 23.88 23.77 23.89
Share ($)
</TABLE>
-24-
<PAGE> 26
Unaudited pro forma combined financial statements of each AmSouth Fund
as of and for the period ended July 31, 1999 are included in the Statement of
Additional Information. Because the Plan provides that the Value Fund will be
the surviving fund following the reorganization and because the Value Fund's
investment objectives and policies will remain unchanged, the pro forma combined
financial statements reflect the transfer of the assets and liabilities of the
Regional Equity Fund to the Value Fund as contemplated by the Plan.
INTEREST OF CERTAIN PERSONS IN THE TRANSACTION
AmSouth Bank may be deemed to have an interest in the merger because it provides
investment advisory services to the AmSouth Funds pursuant to an advisory
agreement with AmSouth Funds. Future growth of assets of AmSouth Funds can be
expected to increase the total amount of fees payable to AmSouth Bank and to
reduce the amount of fees required to be waived to maintain total fees of the
Funds at agreed upon levels.
AMSOUTH FUNDS
GENERAL
For a general discussion of the AmSouth Funds, see the AmSouth
Prospectus. For the convenience of AmSouth Funds shareholders, certain
cross-references to the Prospectus are set forth below.
FINANCIAL INFORMATION
For information on per-share income and capital changes of an AmSouth
Fund, see "Financial Highlights" in the AmSouth Prospectus pertaining to such
Fund.
EXPENSES
For a discussion of an AmSouth Fund's expenses, see "Fee and Expenses
Table" in the AmSouth Prospectus pertaining to such Fund.
INVESTMENT OBJECTIVES AND POLICIES
For a discussion of an AmSouth Fund's investment objective and
policies, see "Investment Objectives" and "Principal Investment Strategies" in
the AmSouth Prospectus pertaining to such Fund.
TRUSTEES
Overall responsibility for management of AmSouth Funds rests with its
Board of Trustees who are elected by the shareholders of AmSouth Funds. There
are currently five Trustees, one of whom is considered to be an "interested
person" of AmSouth Funds as defined in the Investment Company Act of 1940. The
Trustees, in turn, elect the officers of AmSouth Funds to supervise actively its
day-to-day operations.
The Trustees of AmSouth Funds, their addresses and principal
occupations during the past five years are set forth as follows:
-25-
<PAGE> 27
<TABLE>
<CAPTION>
POSITION(S) HELD
WITH AMSOUTH PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE FUNDS DURING PAST 5 YEARS
- ---------------- --- ----- -------------------
<S> <C> <C> <C>
J. David Huber* 53 Chairman From June, 1987 to present, employee of
3435 Stelzer Road BISYS Fund Services Limited Partnership
Columbus, Ohio 43219
Dick D. Briggs, Jr., M.D. 65 Trustee From September 1989 to present, Emeritus
459 DER Building Professor and Eminent Scholar Chair, Univ.
1808 7th Avenue South of Alabama at Birmingham; from October
UAB Medical Center 1979 to present, Physician, Univ. of Alabama
Birmingham, Alabama 35294 Health Services Foundation; from 1981 to
1995, Professor and Vice Chairman, Dept. of
Birmingham School of Medicine; from 1988
to 1992, President, CEO and Medical
Director, Univ. of Alabama Health Services
Foundation
Wendell D. Cleaver 64 Trustee From September 3, 1993 to present, retired;
209 Lakewood Drive, West from December, 1988 to August, 1993,
Mobile, Alabama 36608 Executive Vice President, Chief Operating
Officer and Director, Mobile Gas Service
Corporation
Homer H. Turner, Jr. 71 Trustee From June 1991 to present, retired; until June
751 Cary Drive 1991, Vice President, Birmingham Division,
Auburn, Alabama 36830-2505 Alabama Power Company
James H. Woodward, Jr. 59 Trustee From 1996 to present, Trustee, the Sessions
The University of North Group; from July 1989 to present, chancellor,
Carolina at Charlotte The University of North Carolina at Charlotte;
Charlotte, North Carolina from April 1997 to present, Trustee, BISYS
28223 Variable Insurance Funds; from August 1984
to July 1989, Senior Vice President,
University College, University of Alabama
at Birmingham
</TABLE>
* Mr. Huber is considered to be an "interested person" of AmSouth Funds as
defined in the 1940 Act.
INVESTMENT ADVISOR
For a discussion of AmSouth Bank and the services performed by it and
its fees with respect to an AmSouth Fund, see "The Advisor" in the AmSouth
Prospectus pertaining to such Fund.
ADMINISTRATOR
For a discussion of ASO Services Company's activities as the AmSouth
Funds' administrator, the services performed by it and its fees with respect to
an AmSouth Fund, see "The Administrator" in the AmSouth Prospectus pertaining to
such Fund.
-26-
<PAGE> 28
DISTRIBUTOR
For a discussion of BISYS Fund Services Limited Partnership's
activities as distributor, see "The Distributor" in any AmSouth Funds
Prospectus.
SHARES
For a discussion of voting rights of the AmSouth Funds, see
"Miscellaneous" in any AmSouth Funds Prospectus.
REDEMPTION OR REPURCHASE OF SHARES
For a discussion concerning redemption or repurchase of shares of the
AmSouth Funds, see "Redemption of Shares" in any AmSouth Funds Prospectus.
DIVIDENDS AND DISTRIBUTIONS
For a discussion of the AmSouth Funds' policies with respect to
dividends and distributions of an AmSouth Fund, see "Dividends" in the AmSouth
Funds Prospectus pertaining to such Fund.
EXCHANGE PRIVILEGES
For a discussion of an AmSouth Funds shareholder's right to exchange
particular Class shares of an AmSouth Fund for other Class shares of the same
AmSouth Fund, or the same Class shares or other Class shares of another AmSouth
Fund, see "Exchange Privileges" in any AmSouth Funds Prospectus.
LEGAL PROCEEDINGS
There are no pending material legal proceedings to which AmSouth Funds
is a party.
SHAREHOLDER INQUIRIES
Shareholder inquiries relating to the AmSouth Funds may be addressed to
AmSouth Funds' administrator by writing to ASO Services Company, 3435 Stelzer
Road, Columbus, Ohio 43219 or by calling 1-800-451-8382.
FINANCIAL STATEMENTS
The financial statements and financial highlights for AmSouth Funds for
each of the periods indicated therein included in the AmSouth Prospectus and
related Statement of Additional Information have been incorporated by reference
in this Combined Prospectus/Proxy Statement in reliance on the report of
PricewaterhouseCoopers LLP, independent auditors, given on the authority of that
Firm as experts in accounting and auditing.
VOTING INFORMATION
Proxies are being solicited from shareholders of the Regional Equity
Fund by the Trustees of AmSouth Funds for the Special Meeting of Shareholders to
be held on February 22, 2000, at the office of BISYS Fund Services, 3534 Stelzer
Road, Columbus, OH 43219 at 10:00 a.m., Eastern time, or at such later time made
necessary by adjournment. A proxy may be revoked at any time at or before the
meeting by submitting to AmSouth Funds a subsequently dated proxy, delivering a
written notice of revocation to AmSouth Funds at
-27-
<PAGE> 29
3534 Stelzer Road, Columbus, OH 43219 or as otherwise described in the
"Introduction" above. Unless revoked, all valid proxies will be voted in
accordance with the instructions thereon or, in the absence of instructions,
will be voted FOR approval of the Plan of Reorganization. The Transaction
contemplated by the Plan of Reorganization will be consummated only if approved
by the affirmative vote of a majority of all votes attributable to the voting
securities of the Regional Equity Fund voting as a Fund, as described above. In
the event the shareholders do not approve the reorganization, the Trustees of
AmSouth Funds will consider possible alternative arrangements in the best
interests of AmSouth Funds and its shareholders.
Proxies are being solicited by mail. Shareholders of record of each
AmSouth Fund at the close of business on January 10, 2000, (the "Record Date"),
will be entitled to vote at the Special Meeting of Shareholders or any
adjournment thereof. The holders of a majority of votes attributable to the
outstanding voting shares of an AmSouth Fund represented in person or by proxy
at the meeting will constitute a quorum for such Fund for the meeting, and a
majority of the shares of an AmSouth Fund voted on the Transaction is necessary
to approve the Transaction. Shareholders are entitled to one vote per share and
a proportionate fractional vote for any fractional share.
Votes cast by proxy, telephone, the Internet or in person at the
meeting will be counted by the inspector of election appointed by AmSouth Funds.
The inspector of election will count the total number of votes cast "for"
approval of the proposal for purposes of determining whether sufficient
affirmative votes have been cast. The inspector of election will count shares
represented by proxies that reflect abstentions as shares that are present and
entitled to vote on the matter for purposes of determining the presence of a
quorum; however, the inspector of election will not count "broker non-votes"
(i.e., shares held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting power on a
particular matter) as shares that are present and entitled to vote on the matter
for purposes of determining the presence of a quorum. For purposes of
determining whether an issue has been approved, abstentions have the effect of a
negative vote on the proposal, and broker non-votes are treated as "against"
votes in those instances where approval of an issue requires a certain
percentage of all votes outstanding, but are given no effect in those instances
where approval of an issue requires a certain percentage of the votes
constituting the quorum for such issue.
As of January 10, 2000, the officers and Trustees of AmSouth Funds as a group
beneficially owned less than 1% of the outstanding shares of Class A, Class B
and Trust shares of any of the AmSouth Funds. As of January 10, 2000, to the
best of the knowledge of AmSouth Funds, the following shareholders owned
beneficially 5% or more of the indicated Fund and Class:
<TABLE>
<CAPTION>
Name and Address Percent of Ownership
- ---------------- --------------------
<S> <C>
AmSouth Regional Equity Fund
____ % (Class A Shares)
____ % (Class B Shares)
_____ % (Trust Shares)
</TABLE>
-28-
<PAGE> 30
THE BOARD OF TRUSTEES OF AMSOUTH FUNDS, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMEND APPROVAL OF THE PLAN.
INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
This Combined Prospectus/Proxy Statement and the related Statement of
Additional Information do not contain all of the information set forth in the
registration statements and the exhibits relating thereto which AmSouth Funds
has filed with the Securities and Exchange Commission under the Securities Act
of 1933 and the 1940 Act to which reference is hereby made. The SEC file numbers
for the AmSouth Funds Prospectus and the related statement of additional
information which are incorporated by reference herein are Registration No.
33-21660 and 811-5551.
AmSouth Funds is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith file reports and
other information with the SEC. Reports, proxy and information statements,
registration statements and other information filed by AmSouth Funds can be
inspected and copied at the public reference facilities of the SEC at 450 Fifth
Street, N.W. Washington, D.C. 20549. Copies of such filings may also be
available at the following SEC regional offices: 90 Devonshire Street, Suite
700, Boston, MA 02109; 500 West Madison Street, Suite 1400, Chicago, IL
60611-2511; and 601 Walnut Street, Suite 1005E, Philadelphia, PA 19106. Copies
of such materials can also be obtained by mail from the Public Reference Branch,
Office of Consumer Affairs and Information Services, SEC, Washington, D.C. 20549
at prescribed rates.
-29-
<PAGE> 31
AMSOUTH FUNDS
AmSouth Regional Equity Fund and
AmSouth Value Fund
FORM OF
PLAN OF REORGANIZATION
This Plan of Reorganization having been approved by the Board of Trustees
of AmSouth Funds is made as of November 23, 1999, by AmSouth Funds (the "Plan").
The capitalized terms used herein shall have the meaning ascribed to them in
this Plan.
OVERVIEW OF PLAN OF REORGANIZATION
(1) The AmSouth Regional Equity Fund (the "Regional Equity Fund") will
sell, assign, convey, transfer and deliver to the AmSouth Value Fund (the "Value
Fund") on the Exchange Date all of the properties and assets existing at the
Valuation Time in the Regional Equity Fund. In consideration therefor, the Value
Fund shall, on the Exchange Date, assume all of the liabilities of the Regional
Equity Fund for a number of full and fractional shares of the Value Fund having
an aggregate net asset value equal to the value of the assets of the Regional
Equity Fund transferred to the Value Fund on such date less the value of the
liabilities of the Regional Equity Fund assumed by the Value Fund on that date.
It is intended that the reorganization described in this Plan shall be a
tax-free reorganization under the Internal Revenue Code of 1986, as amended (the
"Code").
(2) Upon consummation of the transactions described in paragraph (1) of
this Plan, the Regional Equity Fund shall distribute in complete liquidation to
its shareholders of record as of the Exchange Date the shares of the Value Fund
received by it, each shareholder being entitled to receive the number of such
shares of the Value Fund equal to the proportion which the number of shares of
beneficial interest of the Regional Equity Fund held by such shareholder bears
to the number of such shares of the Regional Equity Fund outstanding on such
date.
FACTUAL BASIS OF THE PLAN
1. (a) AmSouth Funds is a business trust duly established and validly
existing under the laws of the Commonwealth of Massachusetts and has power to
own all of its properties and assets and to carry out the transactions involved
under this Plan. Each of AmSouth Funds, the Regional Equity Fund and the Value
Fund has all necessary federal, state and local authorizations to carry on its
business as now being conducted and to carry out this Plan.
(b) AmSouth Funds is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and such registration has not been revoked or rescinded and is in full force and
effect. The Regional Equity Fund and the Value Fund have elected to qualify and
have qualified as regulated investment companies under Part I of Subchapter M of
the Code as of and since their first taxable year and the Regional Equity Fund
and the Value Fund qualify and intend to continue to qualify as regulated
investment companies for the taxable year ending upon their liquidation. The
Regional Equity Fund and the Value Fund have been regulated investment companies
under such Sections of the Code at all times since their inception.
(c) The statement of assets and liabilities, statement of operations,
and statements of changes in net assets financial highlights and schedule of
investments (indicating their market values) for the Regional Equity Fund and
the Value Fund for the year ended July 31, 1999, such statements and schedules
having been audited by PricewaterhouseCoopers LLP, independent accountants to
AmSouth Funds, fairly present the financial position of the Regional Equity Fund
and the Value Fund as of such date and said statements of operations and changes
in net
<PAGE> 32
assets and financial highlights fairly reflect the results of operations,
changes in net assets and financial highlights for the periods covered thereby
in conformity with generally accepted accounting principles.
(d) The prospectus of each of the Regional Equity Fund and the Value
Fund dated December 1, 1999, as filed with the Securities and Exchange
Commission (the "Commission") (the "Prospectus") and the Statement of Additional
Information for AmSouth Funds, dated December 1, 1999, as filed with the
Commission, did not as of such date, and will not as of the Exchange Date
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
(e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of AmSouth Funds, the Regional Equity Fund, or the
Value Fund, threatened against AmSouth Funds, the Regional Equity Fund or the
Value Fund which assert liability on the part of AmSouth Funds, the Regional
Equity Fund or the Value Fund.
(f) The Regional Equity Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of July 31, 1999, referred to in
Section 1(c) hereof and those incurred in the ordinary course of AmSouth Funds's
business as an investment company since that date.
(g) As used in this Plan, the term "Investments" shall mean the
Regional Equity Fund's investments shown on the schedule of its portfolio
investments as of July 31, 1999, referred to in Section 1(c) hereof as
supplemented with such changes as AmSouth Funds or the Regional Equity Fund
shall make after that date.
(h) AmSouth Funds and each of the Regional Equity Fund and the Value
Fund have filed or will file all federal and state tax returns which, to the
knowledge of AmSouth Funds's officers, are required to be filed by AmSouth Funds
and each of the Regional Equity Fund and the federal and state taxes shown to be
due on said returns or on any Value Fund and have paid or will pay all
assessments received by AmSouth Funds or each of the Regional Equity Fund and
the Value Fund. All tax liabilities of AmSouth Funds and each of the Regional
Equity Fund and the Value Fund have been adequately provided for on its books,
and no tax deficiency or liability of AmSouth Funds or either of the Regional
Equity Fund and the Value Fund has been asserted, and no question with respect
thereto has been raised by the Internal Revenue Service or by any state or local
tax authority for taxes in excess of those already paid.
(i) At both the Valuation Time and the Exchange Date and except for
shareholder approval, AmSouth Funds and the Regional Equity Fund will have full
right, power and authority to sell, assign, transfer and deliver the Investments
and any other assets and liabilities transferred by it pursuant to this Plan. At
the Exchange Date, subject only to the delivery of the shares, Investments and
any such other assets and liabilities as contemplated by this Plan, the Value
Fund will acquire the Investments and any such other assets subject to no
encumbrances, liens or security interests whatsoever and without any
restrictions upon the transfer thereof.
(j) At both the Valuation Time and the Exchange Date, AmSouth Funds
and the Value Fund will have full right, power and authority to purchase the
Investments and any other assets and assume the liabilities of the Regional
Equity Fund to be transferred to it pursuant to this Plan.
(k) The Regional Equity Fund and the Value Fund are qualified and
will at all times through the Exchange Date qualify for taxation as a "regulated
investment company" under Sections 851 and 852 of the Code.
(l) At the Exchange Date, the Regional Equity Fund will have sold
such of its assets, if any, as necessary to assure that, after giving effect to
the acquisition of its assets pursuant to this Plan, the Value Fund will remain
a "diversified company" within the meaning of Section 5(b)(1) of the 1940 Act
and in compliance with
-2-
<PAGE> 33
such other mandatory investment restrictions as are set forth in its Prospectus
and Statement of Additional Information.
SPECIFICS OF PLAN
2. Reorganization. (a) Subject to the requisite approval of the shareholders of
the Regional Equity Fund and to the other terms and conditions contained herein
(including the Regional Equity Fund's distribution to its shareholders of all of
its investment company taxable income and net capital gain (as described in
Section 7(l)), the Regional Equity Fund will sell, assign, convey, transfer and
deliver to the Value Fund and the Value Fund will acquire from the Regional
Equity Fund, on the Exchange Date all of the Investments and all of the cash and
other assets of the Regional Equity Fund in exchange for that number of shares
of beneficial interest of the Value Fund provided for in Section 3 and the
assumption by the Value Fund of all of the liabilities of the Regional Equity
Fund. Pursuant to this Plan, the Regional Equity Fund will, as soon as
practicable after the Exchange Date, distribute in liquidation all of the Value
Fund's shares received by it to its shareholders in exchange for their shares of
beneficial interest of the Regional Equity Fund.
(b) AmSouth Funds, on behalf of the Regional Equity Fund, will pay or
cause to be paid to the Value Fund any interest and cash dividends received by
it on or after the Exchange Date with respect to the Investments transferred to
the Value Fund hereunder. AmSouth Funds, on behalf of the Regional Equity Fund,
will transfer to the Value Fund any rights, stock dividends or other securities
received by the Regional Equity Fund after the Exchange Date as stock dividends
or other distributions on or with respect to the Investments transferred, which
rights, stock dividends and other securities shall be deemed included in the
assets transferred to the Value Fund at the Exchange Date and shall not be
separately valued, in which case any such distribution that remains unpaid as of
the Exchange Date shall be included in the determination of the value of the
assets of the Regional Equity Fund acquired by the Value Fund.
3. Exchange Date; Valuation Time. On the Exchange Date, the Value Fund will
deliver to the Regional Equity Fund a number of shares of the Value Fund having
an aggregate net asset value equal to the value of the assets of the Regional
Equity Fund acquired by the Value Fund, less the value of the liabilities of the
Regional Equity Fund assumed, determined as hereafter provided in this Section.
(a) The valuation time shall be 4 pm. (Eastern Time) March 10, 2000,
or such earlier or later day as may be established by the proper officers of
AmSouth Funds (the "Valuation Time").
(b) The net asset value of shares of the Value Fund to be delivered
to the Regional Equity Fund, the value of the assets of the Regional Equity
Fund, and the value of the liabilities of the Regional Equity Fund to be assumed
by the Value Fund in each case shall be computed as of the Valuation Time
pursuant to the valuation procedures customarily used by AmSouth Funds.
(c) No formula will be used to adjust the net asset value of the
Regional Equity Fund or the Value Fund to take into account differences in
realized and unrealized gains and losses.
(d) AmSouth Funds, on behalf of the Value Fund, shall issue its
shares to the Regional Equity Fund on one share deposit receipt registered in
the name of the Regional Equity Fund. The Regional Equity Fund shall distribute
in liquidation shares of the Value Fund received by it hereunder pro rata to its
shareholders by redelivering such share deposit receipt to AmSouth Funds's
transfer agent, which will as soon as practicable set up open accounts for each
shareholder of the Regional Equity Fund in accordance with written instructions
furnished by AmSouth Funds.
(e) The Value Fund shall assume all liabilities of the Regional
Equity Fund, whether accrued or contingent, in connection with the acquisition
of assets and subsequent dissolution of the Regional Equity Fund or
-3-
<PAGE> 34
otherwise, except that recourse for assumed liabilities relating to the
Regional Equity Fund will be limited to the Value Fund.
4. Expenses and Fees. (a) All fees and expenses incurred by the Regional Equity
Fund and/or the Value Fund as a direct result of the transactions contemplated
by this Plan, will be allocated ratably between the two Funds in proportion to
their net assets as of the Exchange Date except that (a) the costs of proxy
materials and proxy solicitations will be borne by AmSouth Bank and (b) such
fees and expenses will be paid by the party directly incurring such expenses if
and to the extent that payment by the other party would result in the
disqualification of the Value Fund or the Regional Equity, as the case may be,
as a "regulated investment company" within the meaning of Section 851 of the
Code.
(b) Notwithstanding any other provisions of this Plan, if for any
reason the transaction contemplated by this Plan is not consummated, no entity
shall be liable to the other entity for any damages resulting therefrom,
including, without limitation, consequential damages.
5. Exchange Date. Delivery of the assets of the Regional Equity Fund to be
transferred, assumption of the liabilities of the Regional Equity Fund to be
assumed, and the delivery of the Value Fund shares to be issued shall be made at
the offices of AmSouth Funds, 3435 Stelzer Road, Columbus, Ohio 43219, at 10:00
a.m. Eastern standard time on the next full business day following the Valuation
Time, or at such other time and date established by the proper officers of
AmSouth Funds, the date and time upon which such delivery is to take place being
referred to herein as the "Exchange Date."
6. Special Meeting of Shareholders: Dissolution. (a) The Regional Equity Fund
will call a special meeting of its shareholders as soon as is practicable after
the effective date of the registration statement filed with the Commission by
AmSouth Funds on Form N-14 relating to the shares of the Value Fund issuable
hereunder (the "Registration Statement"), and the proxy statement of the
Regional Equity Fund included therein (the "Proxy Statement") for the purpose of
considering the sale of all of the assets of the Regional Equity Fund to and the
assumption of all of the liabilities of the Regional Equity Fund by the Value
Fund as herein provided, adopting this Plan, and authorizing the liquidation and
dissolution of the Regional Equity Fund, and it shall be a condition to the
obligations of each of the parties hereto that the holders of the shares of
beneficial interest of the Regional Equity Fund shall have approved this Plan
and the transactions contemplated herein in the manner required by law and
AmSouth Funds's Declaration of Trust at such a meeting on or before the
Valuation Time.
(b) The Regional Equity Fund will liquidate and dissolve in the
manner provided in AmSouth Funds's Declaration of Trust and in accordance with
applicable law, provided that the Regional Equity Fund will not make any
distributions of shares of the Value Fund to its shareholders without first
paying or adequately providing for the payment of all of its debts, obligations
and liabilities.
7. Conditions to Be Met Regarding the Transaction. The intention of AmSouth
Funds to consummate the transactions described herein are subject to the
following conditions:
(a) This Plan shall have been adopted and the transactions
contemplated hereby, including the liquidation and dissolution of the Regional
Equity Fund, shall have been approved by the shareholders of the Regional Equity
Fund in the manner required by law.
(b) The officers of AmSouth Funds shall cause the preparation of a
statement of the assets and liabilities of the Regional Equity Fund, with values
determined as provided in Section 3, together with a list of Investments with
their respective tax costs, all as of the Valuation Time, certified on AmSouth
Funds's behalf by its President (or any Vice President) and Treasurer, and a
certificate of both such officers, dated the Exchange Date, that there has been
no material adverse change in the financial position of the Regional Equity Fund
since July 31, 1999,
-4-
<PAGE> 35
other than changes in the Investments since that date or changes in the market
value of the Investments, or changes due to net redemptions of shares of the
Regional Equity Fund, dividends paid or losses from operations.
(c) The officers of AmSouth Funds shall cause the preparation of a
statement of the Value Fund's net assets, together with a list of portfolio
holdings with values determined as provided in Section 3 hereof, all as of the
Valuation Time certified on AmSouth Funds's behalf by its President (or any Vice
President) and Treasurer.
(d) The President (or any Vice President) and Treasurer of AmSouth
Funds shall certify that as of the Valuation Time and as of the Exchange Date
all the elements in Section 1 of this Plan are true and correct in all material
respects as if made at and as of such dates and that each of the Regional Equity
Fund and the Value Fund has complied with and satisfied all the conditions on
its part under the Plan to be performed or satisfied at or prior to such dates.
(e) AmSouth Funds shall have received a letter from Ernst & Young
dated the Exchange Date stating that such firm reviewed (i) the federal and
state income tax returns of the Regional Equity Fund related to the year ended
JULY 31, 1999, and (ii) to the extent returns have not been prepared or filed,
all available information of the Regional Equity Fund for the period from JULY
31, 1999, to the Exchange Date, and that, in the course of such review, nothing
came to their attention which caused them to believe that such returns and/or
available information did not properly reflect, in all material respects, the
federal and state income taxes of the Regional Equity Fund for the periods
covered thereby, or that the Regional Equity Fund would not qualify as a
regulated investment company for federal income tax purposes.
(f) There shall not be any material litigation pending with respect
to the matters contemplated by this Plan.
(g) AmSouth Funds shall have received an opinion of Ropes & Gray
dated the Exchange Date to the effect that: (i) AmSouth Funds is a business
trust duly established and validly existing under the laws of the Commonwealth
of Massachusetts, and neither AmSouth Funds, the Regional Equity Fund, nor the
Value Fund is, to the knowledge of such counsel, required to qualify to do
business as a foreign association in any jurisdiction; (ii) AmSouth Funds and
the Regional Equity Fund have power to sell, assign, convey, transfer and
deliver the Investments and other assets contemplated hereby and, upon
consummation of the transactions contemplated hereby in accordance with the
terms of this Plan, AmSouth Funds and the Regional Equity Fund will have duly
sold, assigned, conveyed, transferred and delivered such Investments and other
assets to the Value Fund; (iii) the adoption of this Plan did not, and the
consummation of the transactions contemplated hereby will not, violate AmSouth
Funds's Declaration of Trust or Code of Regulations, as amended, or any
provision of any agreement known to such counsel to which AmSouth Funds is a
party or by which it is bound; (iv) no consent, approval, authorization or order
of any court or governmental authority is required for the consummation by
AmSouth Funds of the transactions contemplated hereby, except such as have been
obtained under the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 ("the 1934 Act") and the 1940 Act; (v) this Plan has been
duly authorized, executed and delivered by AmSouth Funds and is a valid and
binding obligation of AmSouth Funds; and (vi) the shares of the Value Fund to be
delivered to the Regional Equity Fund as provided for by this Plan are duly
authorized and upon such delivery will be validly issued and will be fully paid
and nonassessable by AmSouth Funds and no shareholder of AmSouth Funds has any
preemptive right to subscription or purchase in respect thereof.
(h) AmSouth Funds shall have received an opinion of Ropes & Gray
addressed to AmSouth Funds and dated the Exchange Date to the effect that for
Federal income tax purposes: (i) no gain or loss will be recognized by the
Regional Equity Fund upon the transfer of the assets and Investments to the
Value Fund in exchange for shares of the Value Fund and the assumption by the
Value Fund of the liabilities of the Regional Equity Fund or upon the
distribution of shares of the Value Fund by the Regional Equity Fund to its
shareholders in liquidation; (ii) no gain or loss will be recognized by the
shareholders of the Regional Equity Fund upon the exchange of their
-5-
<PAGE> 36
shares for the shares of the Value Fund; (iii) the basis of the shares of the
Value Fund shares a shareholder of the Regional Equity Fund receives in
connection with the exchange will be the same as the basis of his or her
Regional Equity Fund shares exchanged therefor; (iv) a Regional Equity Fund
shareholder's holding period for his or her Value Fund shares will be determined
by including the period for which he or she held the shares of the Regional
Equity Fund exchanged therefor, provided that he or she held such shares of the
Regional Equity Fund as capital assets; (v) no gain or loss will be recognized
by the Value Fund upon the receipt of the assets transferred to the Value Fund
pursuant to this Plan in exchange for the shares of the Value Fund and the
assumption by the Value Fund of the liabilities of the Regional Equity Fund;
(vi) the basis in the hands of the Value Fund of the assets of the Regional
Equity Fund will be the same as the basis of the assets in the hands of the
Regional Equity Fund immediately prior to the transfer; and (vii) the Value
Fund's holding periods of the assets of the Regional Equity Fund will include
the period for which such assets were held by the Regional Equity Fund.
(i) The assets of the Regional Equity Fund to be acquired by the
Value Fund will include no assets which the Value Fund, by reason of limitations
contained in its Declaration of Trust or of investment restrictions disclosed in
its Prospectus in effect on the Exchange Date, may not properly acquire.
(j) The Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or to the knowledge of AmSouth Funds, contemplated by the Commission.
(k) AmSouth Funds shall have received from the Commission such order
or orders as Ropes & Gray deems reasonably necessary or desirable under the 1933
Act, the 1934 Act, the 1940 Act in connection with the transactions contemplated
hereby, and that all such orders shall be in full force and effect.
(l) Prior to the Exchange Date, the Regional Equity Fund shall have
declared a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to its shareholders all of its
investment company taxable income for its taxable years ending on or after July
31, 1999, and on or prior to the Exchange Date (computed without regard to any
deduction for dividends paid), and all of its net capital gain realized in each
of its taxable years ending on or after July 31, 1999 and on or prior to the
Exchange Date (after reduction for any capital loss carryover).
(m) The custodian of AmSouth Funds shall have delivered to AmSouth
Funds a certificate identifying all of the assets of the Regional Equity Fund
held by such custodian as of the Valuation Time.
(n) The transfer agent of AmSouth Funds shall have provided to
AmSouth Funds (i) a certificate setting forth the number of shares of the
Regional Equity Fund outstanding as of the Valuation Time and (ii) the name and
address of each holder of record of any such shares of the Regional Equity Fund
and the number and class of shares held of record by each such shareholder.
(o) AmSouth Funds, on behalf of the Value Fund, shall have executed
and delivered an Assumption of Liabilities dated as of the Exchange Date
pursuant to which the Value Fund will assume all of the liabilities of the
Regional Equity Fund existing at the Valuation Time in connection with the
transactions contemplated by this Plan.
(p) AmSouth Funds, on behalf of the Regional Equity Fund, shall have
executed and delivered an instrument of transfer ("Transfer Document") and any
other certificates or documents AmSouth Funds may deem necessary or desirable to
transfer the Regional Equity Fund's entire right, title and interest in and to
the Investments and all other assets of the Regional Equity Fund.
-6-
<PAGE> 37
8. No Broker. There is no person who has dealt with AmSouth Funds, the Regional
Equity Fund or the Value Fund who by reason of such dealings is entitled to any
broker's or finder's or other similar fee or commission arising out of the
transactions contemplated by this Plan.
9. Termination. AmSouth Funds may, by consent of its Trustees, terminate this
Plan, and AmSouth Funds, after consultation with counsel, may modify this Plan
in any manner deemed necessary or desirable.
10. Rule 145. Pursuant to Rule 145 under the 1933 Act, AmSouth Funds will, in
connection with the issuance of any shares of the Value Fund to any person who
at the time of the transaction contemplated hereby is deemed to be an affiliate
of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon
the certificates issued to such person (if any) a legend as follows:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO AMSOUTH FUNDS OR
ITS PRINCIPAL UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN
THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMSOUTH FUNDS SUCH
REGISTRATION IS NOT REQUIRED.
and, further, AmSouth Funds will issue stop transfer instructions to AmSouth
Funds's transfer agent with respect to such shares.
11. Agreement and Declaration of Trust. Copies of the Agreement and Declaration
of Trust of AmSouth Funds and any amendments thereto so filed is on file with
the Secretary of State of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the trustees of AmSouth Funds, as trustees
and not individually, and that the obligations of this instrument are not
binding upon any of the trustees, officers or shareholders of AmSouth Funds
individually but are binding only upon the assets and property of AmSouth Funds.
The names "AmSouth Funds" and "Trustees of AmSouth Funds" refer respectively to
the Trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust filed on
October 1, 1987, as amended, to which reference is hereby made and a copy of
which is on file at the office of the Secretary 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 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 of Shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
-7-
<PAGE> 38
AMSOUTH REGIONAL EQUITY FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, FEBRUARY 22, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the AmSouth Regional Equity Fund on February 22, 2000
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund which the undersigned would be entitled to vote if personally
present.
1. Approval of the Plan of Reorganization by AmSouth Funds providing for
the transfer of all of the assets of AmSouth Regional Equity Fund
("AmSouth Regional Equity") to AmSouth Equity Fund ("AmSouth Equity")
in exchange for Shares of AmSouth Equity and the assumption by AmSouth
Equity of all of the liabilities of AmSouth Regional Equity, followed
by the dissolution and liquidation of AmSouth Regional Equity and the
distribution of Shares of AmSouth Equity to the shareholders of AmSouth
Regional Equity.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To transact any other business as may properly come before the meeting or any
adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS (1) AND (2) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR ITEMS (1) AND (2).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
<PAGE> 39
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 2000
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
OR
VOTE ON-LINE
1. Read the enclosed Proxy Statement and have your Proxy Card* at hand.
2. Go to the Web Site www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Cast your vote using the easy-to-follow instructions.
VOTE BY TOLL-FREE PHONE CALL
1. Read the enclosed Proxy Statement and have your Proxy Card* at hand.
2. Call the toll-free number found on your Proxy Card.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Cast your vote using the easy-to-follow instructions.
*DO NOT MAIL THE PROXY CARD IF VOTING BY INTERNET OR TELEPHONE.
-2-
<PAGE> 40
AMSOUTH FUNDS
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information contains information which may
be of interest to investors but which is not included in the Combined
Prospectus/Proxy Statement (the "Prospectus") of the Regional Equity Fund dated
January 21, 2000, relating to the transfer of assets and liabilities from the
AmSouth Regional Equity Fund to the AmSouth Equity Fund.
The Statement of Additional Information for the AmSouth Funds dated
December 1, 1999, has been filed with the Securities and Exchange Commission and
is incorporated herein by reference. This Statement of Additional Information is
not a prospectus and is authorized for distribution only when it accompanies or
follows delivery of the Prospectus. This Statement of Additional Information
should be read in conjunction with that Prospectus. A copy of the Prospectus may
be obtained, without charge, by writing AmSouth Funds, 3435 Stelzer Road,
Columbus, OH 43219 or by calling 1-800-451-8382.
Audited financial statements for the AmSouth Regional Equity Fund and
the AmSouth Equity Fund for the period ended July 31, 1999, are contained in the
AmSouth Annual Report, which is incorporated herein by reference.
The date of this Statement of Additional Information is January 21,
2000.
<PAGE> 41
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Financial Statements of the
combined Funds on a pro-forma
basis for the year ended
July 31, 1999 (unaudited) . . . . . . . . . . . . . . . . . .. . . . . B-3
</TABLE>
-2-
<PAGE> 42
AMSOUTH VALUE FUND
AMSOUTH REGIONAL EQUITY FUND
PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
7/31/99
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AMSOUTH AMSOUTH
VALUE REGIONAL EQUITY ADJUSTMENTS COMBINED
----- --------------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS:
- -------
Investment securities at value (Cost
$711,667 and $69,670, respectively) $1,043,170 $82,223 $ - $1,125,393
Interest and dividends receivable 1,652 107 - 1,759
Receivable for capital shares issued 61 - - 61
Receivable from brokers for investments
sold 2,830 - - 2,830
Other assets 45 9 - 54
---------- --------------- ----------- -----------
TOTAL ASSETS 1,047,758 82,339 - 1,130,097
---------- --------------- ----------- -----------
LIABILITIES:
Payable for capital shares redeemed 334 32 - 366
Payable to brokers for investments
purchased 3,110 - - 3,110
Accrued expenses and other payables:
Advisory fees 379 30 - 409
Administration fees 23 2 - 25
Distribution fees 27 6 - 33
Accounting fees 3 - - 3
Transfer agent fees 28 4 - 32
Custodian fees 12 1 - 13
Other 48 3 - 51
---------- --------------- ----------- -----------
TOTAL LIABILITIES 3,964 78 - 4,042
---------- --------------- ----------- -----------
NET ASSETS:
Class A Shares $ 70,740 $ 20,911 $ - $ 91,651
Class B Shares 12,394 965 - 13,359
Trust Shares 960,660 60,385 - 1,021,045
---------- --------------- ----------- -----------
$ 1,043,794 $82,261 $ - $1,126,055
=========== =============== =========== ===========
CAPITAL SHARES OUTSTANDING
Class A Shares 2,801 913 (85) (a) 3,629
Class B Shares 493 43 (5) (a) 531
Institutional Shares 38,024 2,631 (241) (a) 40,414
------------ --------------- ----------- -----------
41,318 3,587 (331) (a) 44,574
============= =============== =========== ===========
NET ASSET VALUE
Class A Shares - redemption price
per share $ 25.25 $22.90 $ 25.25
============= ============== ===========
Class A Shares - maximum sales charge 4.50% 4.50% 4.50%
------------ -------------- -----------
Class A Shares - POP $ 26.44 $23.98 $ 26.44
============= ============== ===========
Class B Shares - offering price per
share* $ 25.14 $22.68 $ 25.14
============= =============== ===========
Trust Shares - offering and redemption
price per share $ 25.27 $22.95 $ 25.27
============= =============== ==========
COMPOSITION OF NET ASSETS
Capital $ 577,771 $52,949 $ - $ 630,720
Undistributed (distributions in excess of)
net investment income 478 13 - 491
Undistributed net realized gains (losses)
from investment transactions 134,042 16,746 - 150,788
Net unrealized appreciation (depreciation) of
investments 331,503 12,553 - 344,056
------------ ------------- ----------- -----------
NET ASSETS, JULY 31, 1999 $ 1,043,794 $82,261 $ - $1,126,055
============ ============= =========== ===========
</TABLE>
* Redemption price per share varies by length of time shares are held.
(a) Adjustment to convert AmSouth Regional Equity Shares Outstanding to AmSouth
Value Shares Outstanding based on Value's NAV's.
<PAGE> 43
AMSOUTH VALUE FUND
AMSOUTH REGIONAL EQUITY FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS
7/31/99
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
AMSOUTH AMSOUTH
VALUE REGIONAL EQUITY ADJUSTMENTS COMBINED
------------- ---------------- ------------ --------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest Income $ 918 $ - $ - $ 918
Dividend Income 21,407 1,877 - 23,284
---------- --------- ------ ---------
22,325 1,877 - 24,202
---------- --------- ------ ---------
EXPENSES:
Advisory fees 8,292 856 9,148
Administration fees 2,073 214 2,287
Shareholder servicing fees (Class A Shares) 179 76 255
12b-1 fees (Class B Shares) 102 15 117
Accounting fees 335 55 390
Transfer agent fees 261 64 325
Custodian fees 63 7 70
Trustee fees and expenses 23 3 26
Other expenses 229 58 287
---------- --------- ------ ---------
TOTAL EXPENSES: 11,557 1,348 - 12,905
Less Waivers:
Accounting fees (20) (20) - (40)
Transfer agent fees (30) (30) - (60)
---------- --------- ------ ---------
NET EXPENSES: 11,507 1,298 - 12,805
---------- --------- ------ ---------
NET INVESTMENT INCOME 10,818 579 - 11,397
---------- --------- ------ ---------
REALIZED/UNREALIZED GAINS (LOSSES) FROM
INVESTMENTS
Net realized gains (losses) from investment transaction 136,676 16,745 - 153,421
Net change in unrealized appreciation (depreciation)
from investments 419 (30,363) - (29,944)
---------- --------- ------ ---------
Net realized/unrealized gains (losses) from investments 137,095 (13,618) - 123,477
---------- --------- ------ ---------
CHANGE IN NET ASSETS RESULTING FROM
OPERATIONS: $ 147,913 $ (13,039) $ - $ 134,874
========== ========= ======= =========
</TABLE>
<PAGE> 44
AmSouth Value Fund
AmSouth Regional Equity Fund
Pro Forma Combining Schedule of Portfolio Investments
7/31/99
(Amounts in thousands, except shares)
<TABLE>
<CAPTION>
AmSouth AmSouth Pro Forma
Value Fund Regional Equity Combined
Principal Principal Principal
Amount/Shares Amount/Shares Amount/Shares
------------- ---------------- -------------
<S> <C> <C> <C> <C>
Common Stocks (97.5%):
Apparel (0.6%):
600,000 600,000 600,000
90,000 90,000 90,000
Automotive (1.5%):
336,000 336,000 336,000
Automotive Parts (1.7%):
392,000 392,000 392,000
100,000 100,000 100,000
75,000 75,000 75,000
Banking (5.5%):
190000 40,000 230,000 230,000
60,000 60,000 60,000
30,000 30,000 30,000
285,000 50,000 335,000 335,000
40,000 40,000 40,000
735,000 735,000 735,000
Beverages (1.5%):
400,000 400,000 400,000
Building Materials (0.2%):
275,000 275,000 275,000
Business Services (1.7%):
815,000 815,000 815,000
Chemicals-Speciality (2.5%):
1,025,000 1,025,000 1,025,000
355,000 355,000 355,000
Commercial Services (0.4%):
60,000 60,000 60,000
175,000 175,000 175,000
Computer Hardware (2.0%):
177,000 177,000 177,000
Computers & Peripherals (1.4%):
1,285,000 1,285,000 1,285,000
Construction-Manufactured Homes
(0.2%): 225,000 225,000 225,000
Consumer Goods (1.9%):
740,000 740,000 740,000
Diversified Manufacturing (0.1%):
55,000 55,000 55,000
Electrical & Electronic (1.0%):
230,000 230,000 230,000
Financial Services (1.9%):
660,000 660,000 660,000
</TABLE>
<TABLE>
<CAPTION>
AmSouth AmSouth
Value Fund Regional Equity Combined
Market Market Market
Description Value Value Value
- ---------------------------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
Phillips-Van Heusen Corp. $ 5,100 $ - $ 5,100
Russell Corp. - 1,727 1,727
---------------- -------------------- -------------------
5,100 1,727 6,827
---------------- -------------------- -------------------
Ford Motor Co. 16,338 - 16,338
---------------- -------------------- -------------------
Arvin Industries, Inc. 14,651 - 14,650
Discount Auto Parts, Inc. (b) - 2,238 2,238
Genuine Parts Co. - 2,329 2,330
---------------- -------------------- -------------------
14,651 4,567 19,218
---------------- -------------------- -------------------
Bank of America Corp. 12,611 2,654 15,266
Bank One Corp. 3,274 - 3,274
First American Corp.-Tenn - 1,260 1,260
First Union Corp. 13,110 2,300 15,410
Union Planters Corp. - 1,773 1,773
Washington Mutual, Inc. 25,220 - 25,219
---------------- --------------------- -------------------
54,215 7,987 62,202
---------------- --------------------- -------------------
Diageo PLC ADR 16,400 - 16,400
---------------- --------------------- -------------------
Interface, Inc. - 2,458 2,458
---------------- --------------------- -------------------
Reynolds & Reynolds Co., Class A 19,153 - 19,153
---------------- --------------------- -------------------
Engelhard Corp. 22,870 - 22,870
M.A. Hanna Co. 5,680 - 5,680
---------------- --------------------- -------------------
28,550 - 28,550
---------------- --------------------- -------------------
Equifax, Inc. - 1,973 1,973
Modis Professional Services (b) - 2,537 2,537
---------------- --------------------- -------------------
- 4,510 4,510
---------------- --------------------- -------------------
IBM Corp. 22,247 - 22,247
---------------- --------------------- -------------------
Cabletron Systems, Inc. (b) 15,500 - 15,500
---------------- --------------------- -------------------
Clayton Homes, Inc. - 2,363 2,363
---------------- --------------------- -------------------
American Greetings Corp., Class A 21,738 - 21,738
---------------- --------------------- -------------------
Walter Industries, Inc. (b) - 694 694
---------------- --------------------- -------------------
Avnet, Inc. 11,270 - 11,270
Dun & Bradstreet Corp. 20,955 - 20,955
---------------- --------------------- -------------------
</TABLE>
<PAGE> 45
<TABLE>
<S> <C> <C> <C> <C>
Food Processing & Packaging (2.7%):
165,000 165,000 165,000
90,000 90,000 90,000
110,000 110,000 110,000
855,000 855,000 855,000
180,000 180,000 180,000
Forest & Paper Products (6.3%):
80,000 80,000 80,000
50,000 50,000 50,000
70,000 70,000 70,000
480,000 480,000 480,000
370,000 370,000 370,000
350,000 350,000 350,000
Furniture (0.3%):
230,000 230,000 230,000
40,000 40,000 40,000
Health Care (3.4%):
225,000 225,000 225,000
340,000 340,000 340,000
260,000 260,000 260,000
Household Products/Wares (2.4%):
620,000 620,000 620,000
Insurance (4.7%):
25,000 25,000 25,000
360,000 360,000 360,000
790,000 790,000 790,000
Manufacturing (0.5%):
123,800 123,800 123,800
105,000 105,000 105,000
Medical Services (0.5%):
125,000 125,000 125,000
310,000 310,000 310,000
170,000 170,000 170,000
Medical Supplies (3.2%):
540,000 540,000 540,000
365,000 365,000 365,000
Metals & Mining (0.2%):
120,000 120,000 120,000
Newspapers (3.6%):
230,000 230,000 230,000
395,000 395,000 395,000
Office Equipment & Services (0.1%):
50,000 50,000 50,000
</TABLE>
<TABLE>
<S> <C> <C> <C>
Dole Food, Inc. 4,352 - 4,352
Flowers Industries, Inc. - 1,502 1,502
Lance, Inc. - 1,616 1,616
Sara Lee Corp. 18,810 - 18,810
Universal Foods Corp. 3,926 - 3,926
------ ----- ------
27,088 3,118 30,206
------ ----- ------
Caraustar Industries, Inc. - 1,990 1,990
Champion International Corp. 2,588 - 2,588
Fort James Corp. - 2,555 2,555
International Paper Co. 24,540 - 24,539
Weyerhauser Co. 23,934 - 23,934
Willamette Industries, Inc. 15,750 - 15,750
------ ----- ------
66,812 4,545 71,356
------ ----- ------
Heilig-Myers Co. - 1,668 1,668
Winsloew Furniture, Inc. (b) - 1,345 1,345
------ ----- ------
- 3,013 3,013
------ ----- ------
Aetna, Inc. 18,450 - 18,450
HEALTHSOUTH Corp. (b) - 4,165 4,165
United Healthcare Corp. 15,860 - 15,860
------ ----- ------
34,310 4,165 38,475
------ ----- ------
Newell Rubbermaid, Inc. 26,815 - 26,815
------ ----- ------
Chubb Corp. 1,495 - 1,495
Marsh & McLennan Cos., Inc. 27,360 - 27,360
St. Paul Cos., Inc. 24,589 - 24,589
------ ----- ------
53,444 - 53,444
------ ----- ------
Kennametal, Inc. 2,987 - 2,987
Wolverine Tube, Inc. (b) - 2,192 2,192
------ ----- ------
2,987 2,192 5,179
------ ----- ------
Coventry Health Care, Inc. (b) - 1,383 1,383
Health Management Assoc., Inc., Class A (b) - 2,557 2,557
MedPartners, Inc. (b) - 1,423 1,424
------ ----- ------
- 5,363 5,364
------ ----- ------
C.R. Bard, Inc. 26,257 - 26,257
DENTSPLY International, Inc. 9,878 - 9,878
------ ----- ------
36,135 - 36,135
------ ----- ------
Barrick Gold Corp. 2,228 - 2,228
------ ----- ------
Dow Jones & Co., Inc. 11,471 - 11,471
Gannett Co., Inc. 28,539 - 28,539
------ ----- ------
40,010 - 40,010
------ ----- ------
Harris Corp. - 1,516 1,516
------ ----- ------
</TABLE>
<PAGE> 46
<TABLE>
<S> <C> <C> <C> <C>
Oil & Gas Exploration, Production,
& Services (13.9%): 240,000 240,000 240,000
325,000 45,000 370,000 370,000
510,000 510,000 510,000
10,000 10,000 10,000
190000 190,000 190,000
20,000 20,000 20,000
750,000 750,000 750,000
432,000 432,000 432,000
710,000 710,000 710,000
610,000 610,000 610,000
Packaging (0.7%):
250,000 250,000 250,000
Pharmaceuticals (5.0%):
170,000 170,000 170,000
335,000 335,000 335,000
450,000 450,000 450,000
Pollution Control Services
& Equipment (0.9%): 391,500 391,500 391,500
Printing (0.1%):
60,000 60,000 60,000
Railroads (1.7%):
350,000 350,000 350,000
75,000 75,000 75,000
Restaurants (0.2%):
130,000 130,000 130,000
Retail (10.0%):
440,000 440,000 440,000
300,000 300,000 300,000
540,000 540,000 540,000
285,000 285,000 285,000
600,000 600,000 600,000
85,000 85,000 85,000
60,000 60,000 60,000
275,000 275,000 275,000
120,000 120,000 120,000
500,000 500,000 500,000
Steel (0.2%):
50,000 50,000 50,000
Telecommunications-Equipment (0.1%):
40,000 40,000 40,000
Temporary Services (0.5%):
700,000 700,000 700,000
Transportation (0.4%):
165,000 165,000 165,000
70,000 70,000 70,000
</TABLE>
<TABLE>
<S> <C> <C> <C>
Atlantic Richfield Co. 21,615 - 21,615
Burlington Resources, Inc. 14,361 1,988 16,349
Kerr-McGee Corp. 26,264 - 26,264
Mobil Corp. - 1,023 1,023
Noble Affiliates 5,558 - 5,558
Schlumberger Ltd. - 1,211 1,211
Sunoco, Inc. 22,875 - 22,875
Texaco, Inc. 26,918 - 26,918
Ultramar Diamond Shamrock Corp. 16,774 - 16,774
USX-Marathon Group 18,529 - 18,529
------------- ------------- --------------
152,894 4,222 157,116
------------- ------------- --------------
Crown Cork & Seal, Inc. 7,328 - 7,328
------------- ------------- --------------
American Home Products Corp. 8,670 - 8,670
Baxter International, Inc. 23,010 - 23,010
Pharmacia & Upjohn, Inc. 24,216 - 24,216
------------- ------------- --------------
55,896 - 55,896
------------- ------------- --------------
Waste Management, Inc. 10,008 - 10,008
------------- ------------- --------------
John H. Harland Co. - 1,208 1,208
------------- ------------- --------------
CSX Corp. 16,953 - 16,953
Norfolk Southern Corp. - 2,194 2,194
------------- ------------- --------------
16,953 2,194 19,147
------------- ------------- --------------
CRBL Group, Inc. - 1,966 1,966
------------- ------------- --------------
CVS Corp. 21,890 - 21,889
Dayton Hudson Corp. 19,406 - 19,406
Dillard's, Inc., Class A 16,639 - 16,639
Hancock Fabrics, Inc. - 1,443 1,443
May Department Stores Co. 23,212 - 23,212
Office Depot, Inc. (b) - 1,594 1,594
Saks, Inc. (b) - 1,380 1,380
Stein-Mart, Inc. (b) - 1,829 1,830
The Limited, Inc. 5,483 - 5,483
Wal-Mart Stores, Inc. 21,125 - 21,125
------------- -------------- --------------
107,755 6,246 114,001
------------- ------------- --------------
Nucor Corp. - 2,425 2,425
------------- -------------- --------------
Scientific-Atlanta, Inc. - 1,460 1,460
------------- ------------- --------------
Olsten Corp. 5,906 - 5,906
------------- ------------- --------------
Offshore Logistics, Inc. (b) - 2,001 2,001
Tidewater, Inc. - 2,314 2,314
------------- -------------- ---------------
- 4,315 4,315
------------- -------------- ---------------
</TABLE>
<PAGE> 47
<TABLE>
<S> <C> <C> <C> <C>
Transportation Leasing & Trucking (2.4%):
525,000 90,000 615,000 615,000
243,000 243,000 243,000
Utilities-Electric & Gas (3.6%):
615,000 615,000 615,000
50000 50,000 50,000
40,000 40,000 40,000
650,000 75000 725,000 725,000
Utilities-Telecommunications (5.8%):
435,000 435,000 435,000
363,216 363,216 363,216
358,000 45000 403,000 403,000
Commercial Paper-Domestic (0.9%):
Automotive-Finance (0.9%):
10,000 10,000,000 10,000,000
Investment Companies (1.6%):
16,400,161 1655457 18,055,617 18,055,617
184,508 2829 187,337 187,337
</TABLE>
<TABLE>
<S> <C> <C> <C>
Ryder System, Inc. 12,370 2,121 14,491
US Freightways Corp. 11,998 - 11,998
------ ----- ------
24,368 2,121 26,489
------ ----- ------
Constellation Energy Group 18,027 - 18,027
Florida Progress Corp. - 2,047 2,047
New Century Energies, Inc. 1,388 - 1,388
Southern Co. 17,184 1,983 19,167
------ ----- ------
36,599 4,030 40,629
------ ----- ------
AT&T Corp. 22,593 - 22,593
BellAtlantic Corp. 23,155 - 23,155
BellSouth Corp. 17,184 2,160 19,344
------ ------ ------
62,932 2,160 65,092
------ ----- ----------
Total Common Stocks $1,097,150
----------
General Motors Acceptance Corp. 10000 - 10,000
------- ------ ----------
Total Commercial Paper-Domestic $ 10,000
----------
AmSouth Prime Obligations Fund 16,400 1,655 18,056
AmSouth U.S. Treasury Fund 185 3 187
------ ----- ------
16,585 1,658 18,243
------ ----- ----------
Total Investment Companies $ 18,243
----------
TOTAL (COST $781,357)(a) $1,125,393
==========
</TABLE>
- ---------------------------------
Percentages indicated are based on net assets of $1,126,055.
(a) Represents cost for financial reporting purposes and differs from cost basis
for federal income tax purposes by the amount of losses recognized for financial
reporting in excess of federal income tax reporting of $891. Cost for federal
income tax purposes differs from value by net unrealized appreciation of
securities as follows:
<TABLE>
<CAPTION>
<S> <C>
Unrealized appreciation $373,652
Unrealized depreciation (30,487)
--------
Net unrealized appreciation 343,165
======-
</TABLE>
(b) Represents non-income producing securities.
ADR - American Depository Receipt
PLC - Public Limited Co.
<PAGE> 48
AMSOUTH FUNDS
REGISTRATION STATEMENT ON FORM N-14
PART C. OTHER INFORMATION
Item 15. Indemnification
The information required by this item is incorporated by reference to
Item 25 of Post-Effective Amendment No. 30 (filed October 1, 1999) to
Registrant's Registration Statement on Form N-1A (File No. 33-21660) under the
Securities Act of 1933 and the Investment Company Act of 1940 (File No.
811-5551).
Item 16. Exhibits
(1) (a) Amended Declaration of Trust, dated as of June 25,
1993 and filed on August 19, 1993, is incorporated by
reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A.
(2) (a) Bylaws -- incorporated by reference to Registrant's
Registration Statement on Form N-1A.
(2) (b) Amendment No. 1 to Bylaws incorporated by reference
to Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is filed
herewith.
(5) (a) Rights of Shareholders
The following portions of Registrant's Declaration of Trust
incorporated as Exhibit (a) hereto, define the rights of
shareholders:
ARTICLE III
No Preemptive Rights
Section 4. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other
securities issued by the Trust.
C-1
<PAGE> 49
Status of Shares and Limitation of Personal Liability
Section 5. Shares shall be deemed to be personal property
giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof
and to have become a party hereto. The death of a Shareholder
during the continuance of the Trust shall not operate to
terminate the same nor entitle the representative of any
deceased Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but only
to the rights of said decedent under this Trust. Ownership of
Shares shall not entitle the Shareholder to any title in or to
the whole or any part of the Trust property or right to call
for a partition or division of the same or for an accounting,
nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind
personally any Shareholder, nor except as specifically
provided herein to call upon any Shareholder for the payment
of any sum of money or assessment whatsoever other than such
as the Shareholder may at any time personally agree to pay.
ARTICLE IV
The Trustees
Election
Section 1. There shall initially be one Trustee who shall be
Stephen G. Mintos. The number of Trustees shall be as provided
in the Bylaws or as fixed from to time by the Trustees. The
shareholders may elect Trustees at any meeting of Shareholders
called by the Trustees for that purpose. Each Trustee shall
serve during the continued lifetime of the Trust until he
dies, resigns or is removed, or, if sooner, until the next
meeting of Shareholders called for the purpose of electing
Trustees and the election and qualification of his successor.
Any Trustee may resign at any time by written instrument
signed by him and delivered to any officer of the Trust, to
each other Trustee or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified
to be effective at some other time. Except to the extent
expressly provided in a written agreement with the Trust, no
Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following his resignation
or removal, or any right to damages on account of such
removal.
Advisory, Management and Distribution
Section 6. The Trustees may, at any time and from time to
time, contract for exclusive or nonexclusive advisory and/or:
management services with any
C-2
<PAGE> 50
corporation, trust, association or other organization (the
"Manager"), every such contract to comply with such
requirements and restrictions as may be set forth in the
Bylaws; and any such contract may provide for one or more
Sub-advisers who shall perform all or part of the obligations
of the Manager under such Contract and may contain such other
terms interpretive of or in addition to said requirements and
restrictions as the Trustees may determine, including, without
limitation, authority to determine from time to time what
investments shall be purchased, held, sold or exchanged and
what portion, if any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's investments. The
Trustees may also, at any time and from time to time, contract
with the Manager or any other corporation, trust, association
or other organization, appointing it exclusive or nonexclusive
distributor or principal underwriter for the Shares, every
such contract to comply with such requirements and
restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust
is a shareholder, director, officer, partner, trustee,
employee, manager, adviser, principal underwriter or
distributor or agent of or for any corporation, trust,
association, or other organization, or of or for any parent or
affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing or
other agency contract may have been or may hereafter be made,
or that any such organization, or any parent or affiliate
thereof, is a Shareholder or has an interest in the Trust, or
that
(ii) any corporation, trust, association or other organization
with which an advisory or management contract or principal
underwriter's or distributor's contract, or transfer,
shareholder servicing or other agency contract may have been
or may hereafter be made also has an advisory or management
contract, or principal underwriter's or distributor's
contract, or transfer, Shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other business or
interests shall not affect the validity of any such contract
or disqualify any Shareholder, Trustee or officer of the Trust
from voting upon or executing the same or create any liability
or accountability to the Trust or its Shareholders.
C-3
<PAGE> 51
ARTICLE V
Shareholders' Voting Powers and Meetings
Shareholders shall have such power to vote as is provided for
in, and may hold meetings and take actions pursuant to the
provisions of the Bylaws.
ARTICLE VIII
Indemnification
Shareholders
Section 4. In case any Shareholder or former Shareholder shall
be held to be personally liable solely by reason of his or her
being or having been a Shareholder and not because of his or
her acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or in
the case of a corporation or other entity, its corporate or
other general successor) shall be entitled to be held harmless
from and indemnified against all loss and expense, arising
from such liability, but only out of the assets, of the
particular series of Shares of which he or she is or was a
Shareholder.
ARTICLE IX
Miscellaneous
Trustees, Shareholders, etc. Not Personally Liable; Notice
Section 1. All persons extending credit to, contracting with
or having any claim against the Trust or a particular series
of Shares shall look only to the assets of the Trust or the
assets of that particular series of Shares for payment under
such credit, contract or claim; and neither the Shareholders
nor the Trustees, nor any of the Trust's officers, employees
or agents, whether past, present or future, shall be
personally liable therefor. Nothing in this Declaration of
Trust shall protect any Trustee against any liability to which
such Trustee would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of
Trustee.
Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officer
or officers shall give notice that this Declaration of Trust
is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustee or
Trustees or as officers or officer and not individually and
that the obligations of such instrument are not binding upon
any of them or the Shareholders individually but are binding
only upon the assets and property of the
C-4
<PAGE> 52
Trust, and may contain such further recital as he or she or
they may deem appropriate, but the omission thereof shall not
operate to bind any Trustee or Trustees or officer or officers
or Shareholder or Shareholders individually.
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust
shall continue without limitation of time. The Trust may be
terminated at any time by the vote of Shareholders holding at
least a majority of the Shares of each series entitled to vote
or by the Trustees by written notice to the Shareholders. Any
series of Shares may be terminated at any time by vote of
Shareholders holding at least a majority of the Shares of such
series entitled to vote or by the Trustees by written notice
to the Shareholders of such series.
Upon termination of the Trust or of any one or more series of
Shares, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or
anticipated, of the Trust or of the particular series as may
be determined by the Trustees, the Trust shall, in accordance
with such procedures as the Trustees consider appropriate,
reduce the remaining assets to distributable form in cash or
shares or other securities, or any combination thereof, and
distribute the proceeds to the Shareholders of the series
involved, ratably according to the number of Shares of such
series held by the several Shareholders of such series on the
date of termination.
Amendments
Section 7. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the
then Trustees when authorized to do so by vote of Shareholders
holding a majority of the Shares of each series entitled to
vote, except that an amendment which shall affect the holders
of one or more series of Shares but not the holders of all
outstanding series shall be authorized by vote of the
Shareholders holding a majority of the Shares entitled to vote
of each series affected and no vote of Shareholders of a
series not affected shall be required. Amendments having the
purpose of changing the name of the Trust, of establishing,
changing, or eliminating the par value of the shares or of
supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by
Shareholder vote.
The following portions of Registrant's Bylaws incorporated as
Exhibit (b) hereto, define the rights of Shareholders:
ARTICLE 11
C-5
<PAGE> 53
Shareholders' Voting Powers and Meetings
11.1 Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article
IV, Section 1 of the Declaration of Trust, provided, however,
that no meeting of Shareholders is required to be called for
the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees have been elected by the
Shareholders, (ii) with respect to any Manager or Sub-Adviser
as provided in Article IV, Section 6 of the Declaration of
Trust to the extent required by the 1940 Act, (iii) with
respect to any termination of this Trust to the extent and as
provided in Article IX, Section 4 of the Declaration of Trust,
(iv) with respect to any amendment of the Declaration of Trust
to the extent and as provided in Article IX, Section 7 of the
Declaration of Trust, (v) to the same extent as the
stockholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should or
should not be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders, and (vi)
with respect to such additional matters relating to the Trust
as may be required by law, the Declaration of Trust , these
Bylaws or any registration of the Trust with the Commission
(or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled
to vote and each fractional Share shall be entitled to a
proportionate fractional vote. The Shareholders of any
particular series shall not be entitled to vote on any matters
as to which such series is not affected. Except with respect
to matters as to which the Trustees have determined that only
the interests of one or more particular series are affected or
as required by law, all of the Shares of each series shall, on
matters as to which it is entitled to vote, vote with other
series so entitled as a single class. Notwithstanding the
foregoing, with respect to matters which would otherwise be
voted on by two or more series as a single class, the Trustees
may, in their sole discretion, submit such matters to the
Shareholders of any or all such series, separately. There
shall be no cumulative voting in the election of Trustees.
Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on
the challenger. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action
required by law, the Declaration of Trust or these Bylaws to
be taken by shareholders.
11.2 Voting and Meetings. Meetings of the Shareholders may be
called by the Trustees for the purpose of electing Trustees as
provided in Article IV, Section 1 of the Declaration of Trust
and for such other purposes as may be prescribed by
C-6
<PAGE> 54
law, by the Declaration of Trust or by these Bylaws. Meetings
of the Shareholders may also be called by the Trustees from
time to time for the purpose of taking action upon any other
matter deemed by the Trustees to be necessary or desirable. A
meeting of Shareholders may be held at any place designated by
the Trustees. Written notice of any meeting of Shareholders
shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting,
postage prepaid, stating the time and place of the meeting, to
each Shareholder at the Shareholder's address as it appears on
the records of the Trust. Whenever notice of a meeting is
required to be given to a Shareholder under the Declaration of
Trust or these Bylaws, a written waiver thereof, executed
before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of
the meeting, shall be deemed equivalent to such notice.
11.3 Quorum and Required Vote. A majority of Shares entitled
to vote shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law
or of the Declaration of Trust or these Bylaws permits or
requires that holders of any series shall vote as a series,
then a majority of the aggregate number of Shares of that
series entitled to vote shall be necessary to constitute a
quorum for the transaction of business by that series. Any
lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is
required by any provision of law or the Declaration of Trust
or these Bylaws, a majority of the Shares voted shall decide
any questions and a plurality shall elect a Trustee, provided
that where any provision of law or of the Declaration of Trust
or these Bylaws permits or requires that the holders of any
series shall vote as a series, then a majority of the Shares
of that series voted on the matter (or a plurality with
respect to the election of a Trustee) shall decide that matter
insofar as that series is concerned.
11.4 Action by Written Consent. Any action taken by
Shareholders may be taken without a meeting if a majority of
Shareholders entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express
provision of law or the Declaration of Trust or these Bylaws)
consent to the action in writing and such written consents are
filed with the records of the meetings of Shareholders. Such
consent shall be treated for all purposes as a vote taken at a
meeting of Shareholders.
11.5 Record Dates. For the purposes of determining the
shareholders who are entitled to vote or act at any meeting or
any adjournment thereof, or who are entitled to receive
payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not
more than 90 days before the date of any meeting of
shareholders or the date for the payment of any
C-7
<PAGE> 55
dividend or of any other distributions, as the record date for
determining the shareholders having the right to notice of and
to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution, and in such
case only shareholders of record on such record date shall
have such right notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing
such record date the Trustees may for any of such purposes
close the register or transfer books for all of any part of
such period.
(6) (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).
(6) (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).
(6) (c) Form of Amended Schedule A dated September 15, 1998
to the Investment Advisory Agreement dated as of
August 1, 1988 between the Registrant and AmSouth
Bank, N.A. is incorporated by reference to Exhibit
5(c) of Post-Effective Amendment No. 28 to the
Registrant's Registration Statement filed on
September 24, 1998 on Form N-1A (File No. 33-21660).
(6) (d) Form of Amended Schedule A to the Investment Advisory
Agreement between the Registrant and AmSouth Bank,
N.A. -- incorporated by reference to Post-Effective
Amendment No. 30 filed on October 1, 1999 to the
Registrant's Registration Statement on Form N-1A
(File No. 33-21660).
(6) (e) Investment Advisory Agreement between the Group and
AmSouth Bank N.A. dated as of January 20, 1989 with
respect to The ASO Outlook Group Limited Maturity
Fund -- incorporated by reference to Post-Effective
Amendment No. 2 to the Registrant's Registration
Statement on Form N-1A (File No. 33-21660).
(6) (f) Amendment No. 1 dated as of December 5, 1989 to the
Investment Advisory Agreement dated as of January 20,
1989 between the Registrant and AmSouth Bank, N.A. --
incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
C-8
<PAGE> 56
(6) (g) 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).
(6) (h) 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).
(6) (i) Investment Sub-Advisory Agreement dated as of March
2, 1998 between AmSouth Bank and Sawgrass Asset
Management, LLC -- incorporated by reference to
Exhibit 5(h) to Post-Effective Amendment No. 26 to
the Registrant's Registration Statement filed on May
22, 1998 on Form N-1A (File No. 33-21660).
(6) (j) Investment Sub-Advisory Agreement dated September 1,
1998 between AmSouth Bank and OakBrook Investments,
LLC is incorporated by reference to Exhibit 5(i) of
Post-Effective Amendment No. 28 to the Registrant's
Registration Statement filed on September 24, 1998 on
Form N-1A (File No. 33-21660).
(6) (k) Form of the Investment Sub-Advisory Agreement between
AmSouth Bank and Lazard Asset Management --
incorporated by reference to Post-Effective Amendment
No. 30 filed on October 1, 1999 to the Registrant's
Registration Statement on Form N-1A (File No.
33-21660).
(6) (l) Form of the Investment Sub-Advisory Agreement between
AmSouth Bank and Bennett Lawrence Management --
incorporated by reference to Post-Effective Amendment
No. 30 filed on October 1, 1999 to the Registrant's
Registration Statement on Form N-1A (File No.
33-21660).
(7) (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).
C-9
<PAGE> 57
(7) (b) Form of Amended Schedules A, B, C and D dated
September 15, 1998 to the Distribution Agreement
between the Registrant and BISYS Fund Services
Limited Partnership are incorporated by reference to
Exhibit 6(b) of Post-Effective Amendment No. 28 to
the Registrant's Registration Statement filed on
September 24, 1998 on Form N-1A (File No. 33-21660).
(7) (c) Form of Amended Schedules A, B, C and D to the
Distribution Agreement between the Registrant and
BISYS Fund Services Limited Partnership --
incorporated by reference to Post-Effective
Amendment No. 30 filed on October 1, 1999 to the
Registrant's Registration Statement on Form N-1A
(File No. 33-21660).
(7) (d) Dealer Agreement between The Winsbury Company and
AmSouth Investment Services, Inc. -- incorporated by
reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A
(File No. 33-21660).
(7) (e) Dealer Agreement between The Winsbury Company and
National Financial Services Corporation --
incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A (File No. 33-21660).
(7) (f) Dealer Agreement between The Winsbury Company and
AmSouth Bank N.A. -- incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's
Registration Statement on Form N-1A (File No.
33-21660).
(8) Not applicable.
(9) (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) Form of Amended Schedule A dated September 15, 1998
to the Custodian Agreement between the Registrant and
AmSouth Bank is incorporated by reference to Exhibit
8(b) of Post-Effective Amendment No. 28 to the
Registrant's Registration Statement filed on
September 24, 1998 on Form N-1A (File No. 33-21660).
(c) Form of Amended Schedule A to the Custodian Agreement
between the Registrant and AmSouth Bank --
incorporated by reference
C-10
<PAGE> 58
to Post-Effective Amendment No. 30 filed on October
1, 1999 to the Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(10) (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).
(10) (b) Form of Amended Schedule A dated September 15, 1998
to the Management and Administration Agreement
between the Registrant and ASO Services Company is
incorporated by reference to Exhibit 9(b) of
Post-Effective Amendment No. 28 to the Registrant's
Registration Statement filed on September 24, 1998 on
Form N-1A (File No. 33-21660).
(10) (c) Form of Amended Schedule A to the Management and
Administration Agreement between the Registrant and
ASO Services Company -- incorporated by reference to
Post-Effective Amendment No. 30 filed on October 1,
1999 to the Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(10) (d) 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).
(10) (e) Form of Amended Schedules A and B dated September
15, 1998 to the Sub-Administration Agreement between
ASO Services Company and AmSouth Bank are
incorporated by reference to Exhibit 9(d) of
Post-Effective Amendment No. 28 to the Registrant's
Registration Statement filed on September 24, 1998 on
Form N-1A (File No. 33-21660).
(10) (f) Form of Amended Schedules A and B to the
Sub-Administration Agreement between ASO Services
Company and AmSouth Bank -- incorporated by reference
to Post-Effective Amendment No. 30 filed on October
1, 1999 to the Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(10) (g) 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).
C-11
<PAGE> 59
(10) (h) Form of Amended Schedules A and B dated September 15,
1998 to the Sub-Administration Agreement between ASO
Services Company and BISYS Fund Services Limited
Partnership are incorporated by reference to Exhibit
9(f) of Post-Effective Amendment No. 28 to the
Registrant's Registration Statement on filed on
September 24, 1998 Form N-1A (File No. 33-21660).
(10) (i) Form of Amended Schedules A and B to the
Sub-Administration Agreement between ASO Services
Company and BISYS Fund Services Limited Partnership
-- incorporated by reference to Post-Effective
Amendment No. 30 filed on October 1, 1999 to the
Registrant's Registration Statement on Form N-1A
(File No. 33-21660).
(10) (j) Transfer Agency and Shareholder Service Agreement
dated as of July 16, 1989, as amended October 3,
1997, between the Registrant and BISYS Fund Services,
Inc.-- incorporated by reference to Exhibit 9(g) to
Post-Effective Amendment No. 26 to the Registrant's
Registration Statement filed on May 22, 1998 on Form
N-1A (File No. 33-21660).
(10) (k) Form of Amended Schedule A dated September 15, 1998
to the Transfer Agency and Shareholder Services
Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. is incorporated by reference to
Exhibit 9(h) of Post-Effective Amendment No. 28 to
the Registrant's Registration Statement filed on
September 24, 1998 on Form N-1A (File No. 33-21660).
(10) (l) Form of Amended Schedule A to the Transfer Agency and
Shareholder Services Agreement between the Registrant
and BISYS Fund Services Ohio, Inc.-- incorporated by
reference to Post-Effective Amendment No. 30 to the
Registrant's Registration Statement on Form N-1A
(File No. 33-21660).
(10) (m) Amended Schedule D dated September 15, 1998 to the
Transfer Agency Agreement between the Registrant and
BISYS Fund Services Ohio, Inc. -- incorporated by
reference to Post-Effective Amendment No. 30 filed on
October 1, 1999 to the Registrant's Registration
Statement on Form N-1A (File No. 33-21660).
(10) (n) Fund Accounting Agreement dated as of April 1, 1996
between the Registrant and BISYS Fund Services, Inc.
is incorporated by reference to Post-Effective
Amendment No. 19 to the Registrant's Registration
Statement on Form N-1A (File No. 33-21660).
C-12
<PAGE> 60
(10) (o) 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).
(10) (p) 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).
(10) (q) Amended Schedule I dated September 15, 1998 to the
Shareholder Servicing Plan is incorporated by
reference to Exhibit 18(e) of Post-Effective
Amendment No. 28 to the Registrant's Registration
Statement filed on September 24, 1998 on Form N-1A
(File No. 33-21660).
(10) (r) Form of Amended Schedule I to the Shareholder
Servicing Plan -- incorporated by reference to
Post-Effective Amendment No. 30 filed on October 1,
1999 to the Registrant's Registration Statement on
Form N-1A (File No. 33-21660).
(10) (s) 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).
(11) Opinion and Consent of Ropes & Gray is filed
herewith.
(12) Form of Opinion of Ropes & Gray as to Tax Matters is
filed herewith.
(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).
(13) (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).
(13) (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).
C-13
<PAGE> 61
(13) (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).
(13) (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 -- incorporated by reference to
Exhibit 18(e) to Post-Effective Amendment No. 26 to
the Registrant's Registration Statement filed on May
22, 1998 on Form N-1A (File No. 33-21660).
(13) (f) Form of Amended Schedule A dated September 15, 1998
to the Distribution and Shareholder Services Plan is
incorporated by reference to Exhibit 18(h) to
Post-Effective Amendment No. 27 to the Registrant's
Registration Statement filed on June 17, 1998 on Form
N-1A (File No. 33-21660).
(13) (g) Form of Amended Schedule A to the Distribution and
Shareholder Services Plan -- incorporated by
reference to Post-Effective Amendment No. 30 filed
on October 1, 1999 to the Registrant's Registration
Statement on Form N-1A (File No. 33-21660).
(13) (h) 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 -- incorporated by reference to
Exhibit 18(a) to Post-Effective Amendment No. 26 to
the Registrant's Registration Statement filed on May
22, 1998 on Form N-1A (File No. 33-21660).
(13) (i) Amended Schedule I dated September 15, 1998 to
the Multiple Class Plan is incorporated by reference
to Exhibit 18(b) to Post-Effective Amendment No. 28
to the Registrant's Registration Statement filed on
September 24, 1998 on Form N-1A (File No. 33-21660).
(13) (j) Form of Amended Schedule I to the Multiple Class
Plan -- incorporated by reference to Post-Effective
Amendment No. 30 filed on October 1, 1999 to the
Registrant's Registration Statement on Form N-1A
(File No. 33-21660).
(14) (a) Consent of PricewaterhouseCoopers LLP is filed
herewith.
(14 (b) Consent of Ropes & Gray is filed herewith.
C-14
<PAGE> 62
(15) Not applicable.
(16) Executed Powers of Attorney -- incorporated by
reference to Post-Effective Amendment No. 30 filed
on October 1, 1999 to the Registrant's Registration
Statement on Form N-1A (File No. 33-21660).
Item 17. Undertakings
(1) The registrant agrees that prior to any public
reoffering of the securities registered through the
use of a prospectus which is a part of this
registration statement by any person or party who is
deemed to be an underwriter within the meaning of
Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by
the applicable registration form for reofferings by
persons who may be deemed underwriters, in addition
to the information called for by the other items of
the applicable form.
(2) The registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a
part of an amendment to the registration statement
and will not be used until the amendment is
effective, and that, in determining any liability
under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement
for the securities offered therein, and the offering
of the securities at that time shall be deemed to be
the initial bona fide offering of them.
C-15
<PAGE> 63
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of Washington, District of
Columbia, on the 22nd day of December, 1999.
AmSouth Funds
Registrant
----------------
*J. David Huber
Chairman
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Chairman December 22, 1999
----------------------------------------
J. David Huber
* Treasurer December 22, 1999
----------------------------------------
Charles L. Booth
* Trustee December 22, 1999
----------------------------------------
James H. Woodward, Jr.
* Trustee December 22, 1999
----------------------------------------
Homer H. Turner, Jr.
* Trustee December 22, 1999
----------------------------------------
Wendell D. Cleaver
* Trustee December 22, 1999
----------------------------------------
Dick D. Briggs, Jr.
* By December 22, 1999
----------------------------------------
Alan G. Priest,
Attorney-in-fact, pursuant to Powers
of Attorney filed herewith
</TABLE>
C-16
<PAGE> 64
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of Washington, District of
Columbia, on the 22nd day of December, 1999.
AmSouth Funds
Registrant
/s/ J. David Huber
---------------------
*J. David Huber
Chairman
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*/s/ J. David Huber Chairman December 22, 1999
-------------------------------
J. David Huber
*/s/ Charles L. Booth Treasurer December 22, 1999
------------------------------
Charles L. Booth
*/s/ James H. Woodward, Jr. Trustee December 22, 1999
--------------------------
James H. Woodward, Jr.
*/s/ Homer H. Turner, Jr. Trustee December 22, 1999
----------------------------
Homer H. Turner, Jr.
*/s/ Wendell D. Cleaver Trustee December 22, 1999
-----------------------------
Wendell D. Cleaver
*/s/ Dick D. Briggs, Jr. Trustee December 22, 1999
-------------------------------
Dick D. Briggs, Jr.
* By: /s/ Alan G. Priest December 22, 1999
Alan G. Priest,
Attorney-in-fact, pursuant to
Powers of Attorney filed herewith
</TABLE>
C-17
<PAGE> 65
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(4) Form of Agreement and Plan of Reorganization.
(11) Opinion and Consent of Ropes & Gray.
(12) Form of Opinion of Ropes & Gray as to Tax Matters.
(14) (a) Consent of PricewaterhouseCoopers LLP.
(14) (b) Consent of Ropes & Gray.
</TABLE>
<PAGE> 1
APPENDIX (4)
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
<PAGE> 2
AMSOUTH FUNDS
AmSouth Regional Equity Fund and
AmSouth Value Fund
FORM OF
PLAN OF REORGANIZATION
This Plan of Reorganization having been approved by the Board of Trustees
of AmSouth Funds is made as of November 23, 1999, by AmSouth Funds (the "Plan").
The capitalized terms used herein shall have the meaning ascribed to them in
this Plan.
OVERVIEW OF PLAN OF REORGANIZATION
(1) The AmSouth Regional Equity Fund (the "Regional Equity Fund") will
sell, assign, convey, transfer and deliver to the AmSouth Value Fund (the "Value
Fund") on the Exchange Date all of the properties and assets existing at the
Valuation Time in the Regional Equity Fund. In consideration therefor, the Value
Fund shall, on the Exchange Date, assume all of the liabilities of the Regional
Equity Fund for a number of full and fractional shares of the Value Fund having
an aggregate net asset value equal to the value of the assets of the Regional
Equity Fund transferred to the Value Fund on such date less the value of the
liabilities of the Regional Equity Fund assumed by the Value Fund on that date.
It is intended that the reorganization described in this Plan shall be a
tax-free reorganization under the Internal Revenue Code of 1986, as amended (the
"Code").
(2) Upon consummation of the transactions described in paragraph (1) of
this Plan, the Regional Equity Fund shall distribute in complete liquidation to
its shareholders of record as of the Exchange Date the shares of the Value Fund
received by it, each shareholder being entitled to receive the number of such
shares of the Value Fund equal to the proportion which the number of shares of
beneficial interest of the Regional Equity Fund held by such shareholder bears
to the number of such shares of the Regional Equity Fund outstanding on such
date.
FACTUAL BASIS OF THE PLAN
1. (a) AmSouth Funds is a business trust duly established and validly
existing under the laws of the Commonwealth of Massachusetts and has power to
own all of its properties and assets and to carry out the transactions involved
under this Plan. Each of AmSouth Funds, the Regional Equity Fund and the Value
Fund has all necessary federal, state and local authorizations to carry on its
business as now being conducted and to carry out this Plan.
(b) AmSouth Funds is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and such registration has not been revoked or rescinded and is in full force and
effect. The Regional Equity Fund and the Value Fund have elected to qualify and
have qualified as regulated investment companies under Part I of Subchapter M of
the Code as of and since their first taxable year and the Regional Equity Fund
and the Value Fund qualify and intend to continue to qualify as regulated
investment companies for the taxable year ending upon their liquidation. The
Regional Equity Fund and the Value Fund have been regulated investment companies
under such Sections of the Code at all times since their inception.
(c) The statement of assets and liabilities, statement of operations,
and statements of changes in net assets financial highlights and schedule of
investments (indicating their market values) for the Regional Equity Fund and
the Value Fund for the year ended July 31, 1999, such statements and schedules
having been audited by PricewaterhouseCoopers LLP, independent accountants to
AmSouth Funds, fairly present the financial position of the Regional Equity Fund
and the Value Fund as of such date and said statements of operations and changes
in net
<PAGE> 3
assets and financial highlights fairly reflect the results of operations,
changes in net assets and financial highlights for the periods covered thereby
in conformity with generally accepted accounting principles.
(d) The prospectus of each of the Regional Equity Fund and the Value
Fund dated December 1, 1999, as filed with the Securities and Exchange
Commission (the "Commission") (the Prospectus") and the Statement of Additional
Information for AmSouth Funds, dated December 1, 1999, as filed with the
Commission, did not as of such date, and will not as of the Exchange Date
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
(e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of AmSouth Funds, the Regional Equity Fund, or the
Value Fund, threatened against AmSouth Funds, the Regional Equity Fund or the
Value Fund which assert liability on the part of AmSouth Funds, the Regional
Equity Fund or the Value Fund.
(f) The Regional Equity Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of July 31, 1999, referred to in
Section 1(c) hereof and those incurred in the ordinary course of AmSouth Funds's
business as an investment company since that date.
(g) As used in this Plan, the term "Investments" shall mean the
Regional Equity Fund's investments shown on the schedule of its portfolio
investments as of July 31, 1999, referred to in Section 1(c) hereof as
supplemented with such changes as AmSouth Funds or the Regional Equity Fund
shall make after that date.
(h) AmSouth Funds and each of the Regional Equity Fund and the Value
Fund have filed or will file all federal and state tax returns which, to the
knowledge of AmSouth Funds's officers, are required to be filed by AmSouth Funds
and each of the Regional Equity Fund and the federal and state taxes shown to be
due on said returns or on any Value Fund and have paid or will pay all
assessments received by AmSouth Funds or each of the Regional Equity Fund and
the Value Fund. All tax liabilities of AmSouth Funds and each of the Regional
Equity Fund and the Value Fund have been adequately provided for on its books,
and no tax deficiency or liability of AmSouth Funds or either of the Regional
Equity Fund and the Value Fund has been asserted, and no question with respect
thereto has been raised by the Internal Revenue Service or by any state or local
tax authority for taxes in excess of those already paid.
(i) At both the Valuation Time and the Exchange Date and except for
shareholder approval, AmSouth Funds and the Regional Equity Fund will have full
right, power and authority to sell, assign, transfer and deliver the Investments
and any other assets and liabilities transferred by it pursuant to this Plan. At
the Exchange Date, subject only to the delivery of the shares, Investments and
any such other assets and liabilities as contemplated by this Plan, the Value
Fund will acquire the Investments and any such other assets subject to no
encumbrances, liens or security interests whatsoever and without any
restrictions upon the transfer thereof.
(j) At both the Valuation Time and the Exchange Date, AmSouth Funds
and the Value Fund will have full right, power and authority to purchase the
Investments and any other assets and assume the liabilities of the Regional
Equity Fund to be transferred to it pursuant to this Plan.
(k) The Regional Equity Fund and the Value Fund are qualified and
will at all times through the Exchange Date qualify for taxation as a "regulated
investment company" under Sections 851 and 852 of the Code.
(l) At the Exchange Date, the Regional Equity Fund will have sold
such of its assets, if any, as necessary to assure that, after giving effect to
the acquisition of its assets pursuant to this Plan, the Value Fund will remain
a "diversified company" within the meaning of Section 5(b)(1) of the 1940 Act
and in compliance with
-2-
<PAGE> 4
such other mandatory investment restrictions as are set forth in its Prospectus
and Statement of Additional Information.
SPECIFICS OF PLAN
2. Reorganization. (a) Subject to the requisite approval of the shareholders of
the Regional Equity Fund and to the other terms and conditions contained herein
(including the Regional Equity Fund's distribution to its shareholders of all of
its investment company taxable income and net capital gain (as described in
Section 7(l)), the Regional Equity Fund will sell, assign, convey, transfer and
deliver to the Value Fund and the Value Fund will acquire from the Regional
Equity Fund, on the Exchange Date all of the Investments and all of the cash and
other assets of the Regional Equity Fund in exchange for that number of shares
of beneficial interest of the Value Fund provided for in Section 3 and the
assumption by the Value Fund of all of the liabilities of the Regional Equity
Fund. Pursuant to this Plan, the Regional Equity Fund will, as soon as
practicable after the Exchange Date, distribute in liquidation all of the Value
Fund's shares received by it to its shareholders in exchange for their shares of
beneficial interest of the Regional Equity Fund.
(b) AmSouth Funds, on behalf of the Regional Equity Fund, will pay or
cause to be paid to the Value Fund any interest and cash dividends received by
it on or after the Exchange Date with respect to the Investments transferred to
the Value Fund hereunder. AmSouth Funds, on behalf of the Regional Equity Fund,
will transfer to the Value Fund any rights, stock dividends or other securities
received by the Regional Equity Fund after the Exchange Date as stock dividends
or other distributions on or with respect to the Investments transferred, which
rights, stock dividends and other securities shall be deemed included in the
assets transferred to the Value Fund at the Exchange Date and shall not be
separately valued, in which case any such distribution that remains unpaid as of
the Exchange Date shall be included in the determination of the value of the
assets of the Regional Equity Fund acquired by the Value Fund.
3. Exchange Date; Valuation Time. On the Exchange Date, the Value Fund will
deliver to the Regional Equity Fund a number of shares of the Value Fund having
an aggregate net asset value equal to the value of the assets of the Regional
Equity Fund acquired by the Value Fund, less the value of the liabilities of the
Regional Equity Fund assumed, determined as hereafter provided in this Section.
(a) The valuation time shall be 4 pm. (Eastern Time) March 10, 2000,
or such earlier or later day as may be established by the proper officers of
AmSouth Funds (the "Valuation Time").
(b) The net asset value of shares of the Value Fund to be delivered
to the Regional Equity Fund, the value of the assets of the Regional Equity
Fund, and the value of the liabilities of the Regional Equity Fund to be assumed
by the Value Fund in each case shall be computed as of the Valuation Time
pursuant to the valuation procedures customarily used by AmSouth Funds.
(c) No formula will be used to adjust the net asset value of the
Regional Equity Fund or the Value Fund to take into account differences in
realized and unrealized gains and losses.
(d) AmSouth Funds, on behalf of the Value Fund, shall issue its
shares to the Regional Equity Fund on one share deposit receipt registered in
the name of the Regional Equity Fund. The Regional Equity Fund shall distribute
in liquidation shares of the Value Fund received by it hereunder pro rata to its
shareholders by redelivering such share deposit receipt to AmSouth Funds's
transfer agent, which will as soon as practicable set up open accounts for each
shareholder of the Regional Equity Fund in accordance with written instructions
furnished by AmSouth Funds.
(e) The Value Fund shall assume all liabilities of the Regional
Equity Fund, whether accrued or contingent, in connection with the acquisition
of assets and subsequent dissolution of the Regional Equity Fund or
-3-
<PAGE> 5
otherwise, except that recourse for assumed liabilities relating to the Regional
Equity Fund will be limited to the Value Fund.
4. Expenses and Fees. (a) All fees and expenses incurred by the Regional Equity
Fund and/or the Value Fund as a direct result of the transactions contemplated
by this Plan, will be allocated ratably between the two Funds in proportion to
their net assets as of the Exchange Date except that (a) the costs of proxy
materials and proxy solicitations will be borne by AmSouth Bank and (b) such
fees and expenses will be paid by the party directly incurring such expenses if
and to the extent that payment by the other party would result in the
disqualification of the Value Fund or the Regional Equity, as the case may be,
as a "regulated investment company" within the meaning of Section 851 of the
Code.
(b) Notwithstanding any other provisions of this Plan, if for any
reason the transaction contemplated by this Plan is not consummated, no entity
shall be liable to the other entity for any damages resulting therefrom,
including, without limitation, consequential damages.
5. Exchange Date. Delivery of the assets of the Regional Equity Fund to be
transferred, assumption of the liabilities of the Regional Equity Fund to be
assumed, and the delivery of the Value Fund shares to be issued shall be made at
the offices of AmSouth Funds, 3435 Stelzer Road, Columbus, Ohio 43219, at 10:00
a.m. Eastern standard time on the next full business day following the Valuation
Time, or at such other time and date established by the proper officers of
AmSouth Funds, the date and time upon which such delivery is to take place being
referred to herein as the "Exchange Date."
6. Special Meeting of Shareholders: Dissolution. (a) The Regional Equity Fund
will call a special meeting of its shareholders as soon as is practicable after
the effective date of the registration statement filed with the Commission by
AmSouth Funds on Form N-14 relating to the shares of the Value Fund issuable
hereunder (the "Registration Statement"), and the proxy statement of the
Regional Equity Fund included therein (the "Proxy Statement") for the purpose of
considering the sale of all of the assets of the Regional Equity Fund to and the
assumption of all of the liabilities of the Regional Equity Fund by the Value
Fund as herein provided, adopting this Plan, and authorizing the liquidation and
dissolution of the Regional Equity Fund, and it shall be a condition to the
obligations of each of the parties hereto that the holders of the shares of
beneficial interest of the Regional Equity Fund shall have approved this Plan
and the transactions contemplated herein in the manner required by law and
AmSouth Funds's Declaration of Trust at such a meeting on or before the
Valuation Time.
(b) The Regional Equity Fund will liquidate and dissolve in the
manner provided in AmSouth Funds's Declaration of Trust and in accordance with
applicable law, provided that the Regional Equity Fund will not make any
distributions of shares of the Value Fund to its shareholders without first
paying or adequately providing for the payment of all of its debts, obligations
and liabilities.
7. Conditions to Be Met Regarding the Transaction. The intention of AmSouth
Funds to consummate the transactions described herein are subject to the
following conditions:
(a) This Plan shall have been adopted and the transactions
contemplated hereby, including the liquidation and dissolution of the Regional
Equity Fund, shall have been approved by the shareholders of the Regional Equity
Fund in the manner required by law.
(b) The officers of AmSouth Funds shall cause the preparation of a
statement of the assets and liabilities of the Regional Equity Fund, with values
determined as provided in Section 3, together with a list of Investments with
their respective tax costs, all as of the Valuation Time, certified on AmSouth
Funds's behalf by its President (or any Vice President) and Treasurer, and a
certificate of both such officers, dated the Exchange Date, that there has been
no material adverse change in the financial position of the Regional Equity Fund
since July 31, 1999.
-4-
<PAGE> 6
other than changes in the Investments since that date or changes in the market
value of the Investments, or changes due to net redemptions of shares of the
Regional Equity Fund, dividends paid or losses from operations.
(c) The officers of AmSouth Funds shall cause the preparation of a
statement of the Value Fund's net assets, together with a list of portfolio
holdings with values determined as provided in Section 3 hereof, all as of the
Valuation Time certified on AmSouth Funds's behalf by its President (or any Vice
President) and Treasurer.
(d) The President (or any Vice President) and Treasurer of AmSouth
Funds shall certify that as of the Valuation Time and as of the Exchange Date
all the elements in Section 1 of this Plan are true and correct in all material
respects as if made at and as of such dates and that each of the Regional Equity
Fund and the Value Fund has complied with and satisfied all the conditions on
its part under the Plan to be performed or satisfied at or prior to such dates.
(e) AmSouth Funds shall have received a letter from Ernst & Young
dated the Exchange Date stating that such firm reviewed (i) the federal and
state income tax returns of the Regional Equity Fund related to the year ended
JULY 31, 1999, and (ii) to the extent returns have not been prepared or filed,
all available information of the Regional Equity Fund for the period from JULY
31, 1999, to the Exchange Date, and that, in the course of such review, nothing
came to their attention which caused them to believe that such returns and/or
available information did not properly reflect, in all material respects, the
federal and state income taxes of the Regional Equity Fund for the periods
covered thereby, or that the Regional Equity Fund would not qualify as a
regulated investment company for federal income tax purposes.
(f) There shall not be any material litigation pending with respect
to the matters contemplated by this Plan.
(g) AmSouth Funds shall have received an opinion of Ropes & Gray
dated the Exchange Date to the effect that: (i) AmSouth Funds is a business
trust duly established and validly existing under the laws of the Commonwealth
of Massachusetts, and neither AmSouth Funds, the Regional Equity Fund, nor the
Value Fund is, to the knowledge of such counsel, required to qualify to do
business as a foreign association in any jurisdiction; (ii) AmSouth Funds and
the Regional Equity Fund have power to sell, assign, convey, transfer and
deliver the Investments and other assets contemplated hereby and, upon
consummation of the transactions contemplated hereby in accordance with the
terms of this Plan, AmSouth Funds and the Regional Equity Fund will have duly
sold, assigned, conveyed, transferred and delivered such Investments and other
assets to the Value Fund; (iii) the adoption of this Plan did not, and the
consummation of the transactions contemplated hereby will not, violate AmSouth
Funds's Declaration of Trust or Code of Regulations, as amended, or any
provision of any agreement known to such counsel to which AmSouth Funds is a
party or by which it is bound; (iv) no consent, approval, authorization or order
of any court or governmental authority is required for the consummation by
AmSouth Funds of the transactions contemplated hereby, except such as have been
obtained under the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 ("the 1934 Act") and the 1940 Act; (v) this Plan has been
duly authorized, executed and delivered by AmSouth Funds and is a valid and
binding obligation of AmSouth Funds; and (vi) the shares of the Value Fund to be
delivered to the Regional Equity Fund as provided for by this Plan are duly
authorized and upon such delivery will be validly issued and will be fully paid
and nonassessable by AmSouth Funds and no shareholder of AmSouth Funds has any
preemptive right to subscription or purchase in respect thereof.
(h) AmSouth Funds shall have received an opinion of Ropes & Gray
addressed to AmSouth Funds and dated the Exchange Date to the effect that for
Federal income tax purposes: (i) no gain or loss will be recognized by the
Regional Equity Fund upon the transfer of the assets and Investments to the
Value Fund in exchange for shares of the Value Fund and the assumption by the
Value Fund of the liabilities of the Regional Equity Fund or upon the
distribution of shares of the Value Fund by the Regional Equity Fund to its
shareholders in liquidation; (ii) no gain or loss will be recognized by the
shareholders of the Regional Equity Fund upon the exchange of their
-5-
<PAGE> 7
shares for the shares of the Value Fund; (iii) the basis of the shares of the
Value Fund shares a shareholder of the Regional Equity Fund receives in
connection with the exchange will be the same as the basis of his or her
Regional Equity Fund shares exchanged therefor; (iv) a Regional Equity Fund
shareholder's holding period for his or her Value Fund shares will be determined
by including the period for which he or she held the shares of the Regional
Equity Fund exchanged therefor, provided that he or she held such shares of the
Regional Equity Fund as capital assets; (v) no gain or loss will be recognized
by the Value Fund upon the receipt of the assets transferred to the Value Fund
pursuant to this Plan in exchange for the shares of the Value Fund and the
assumption by the Value Fund of the liabilities of the Regional Equity Fund;
(vi) the basis in the hands of the Value Fund of the assets of the Regional
Equity Fund will be the same as the basis of the assets in the hands of the
Regional Equity Fund immediately prior to the transfer; and (vii) the Value
Fund's holding periods of the assets of the Regional Equity Fund will include
the period for which such assets were held by the Regional Equity Fund.
(i) The assets of the Regional Equity Fund to be acquired by the
Value Fund will include no assets which the Value Fund, by reason of limitations
contained in its Declaration of Trust or of investment restrictions disclosed in
its Prospectus in effect on the Exchange Date, may not properly acquire.
(j) The Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or to the knowledge of AmSouth Funds, contemplated by the Commission.
(k) AmSouth Funds shall have received from the Commission such order
or orders as Ropes & Gray deems reasonably necessary or desirable under the 1933
Act, the 1934 Act, the 1940 Act in connection with the transactions contemplated
hereby, and that all such orders shall be in full force and effect.
(l) Prior to the Exchange Date, the Regional Equity Fund shall have
declared a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to its shareholders all of its
investment company taxable income for its taxable years ending on or after July
31, 1999, and on or prior to the Exchange Date (computed without regard to any
deduction for dividends paid), and all of its net capital gain realized in each
of its taxable years ending on or after July 31, 1999 and on or prior to the
Exchange Date (after reduction for any capital loss carryover).
(m) The custodian of AmSouth Funds shall have delivered to AmSouth
Funds a certificate identifying all of the assets of the Regional Equity Fund
held by such custodian as of the Valuation Time.
(n) The transfer agent of AmSouth Funds shall have provided to
AmSouth Funds (i) a certificate setting forth the number of shares of the
Regional Equity Fund outstanding as of the Valuation Time and (ii) the name and
address of each holder of record of any such shares of the Regional Equity Fund
and the number and class of shares held of record by each such shareholder.
(o) AmSouth Funds, on behalf of the Value Fund, shall have executed
and delivered an Assumption of Liabilities dated as of the Exchange Date
pursuant to which the Value Fund will assume all of the liabilities of the
Regional Equity Fund existing at the Valuation Time in connection with the
transactions contemplated by this Plan.
(p) AmSouth Funds, on behalf of the Regional Equity Fund, shall have
executed and delivered an instrument of transfer ("Transfer Document") and any
other certificates or documents AmSouth Funds may deem necessary or desirable to
transfer the Regional Equity Fund's entire right, title and interest in and to
the Investments and all other assets of the Regional Equity Fund.
-6-
<PAGE> 8
8. No Broker. There is no person who has dealt with AmSouth Funds, the Regional
Equity Fund or the Value Fund who by reason of such dealings is entitled to any
broker's or finder's or other similar fee or commission arising out of the
transactions contemplated by this Plan.
9. Termination. AmSouth Funds may, by consent of its Trustees, terminate this
Plan, and AmSouth Funds, after consultation with counsel, may modify this Plan
in any manner deemed necessary or desirable.
10. Rule 145. Pursuant to Rule 145 under the 1933 Act, AmSouth Funds will, in
connection with the issuance of any shares of the Value Fund to any person who
at the time of the transaction contemplated hereby is deemed to be an affiliate
of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon
the certificates issued to such person (if any) a legend as follows:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO AMSOUTH FUNDS OR
ITS PRINCIPAL UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN
THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMSOUTH FUNDS SUCH
REGISTRATION IS NOT REQUIRED.
and, further, AmSouth Funds will issue stop transfer instructions to AmSouth
Funds's transfer agent with respect to such shares.
11. Agreement and Declaration of Trust. Copies of the Agreement and Declaration
of Trust of AmSouth Funds and any amendments thereto so filed is on file with
the Secretary of State of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the trustees of AmSouth Funds, as trustees
and not individually, and that the obligations of this instrument are not
binding upon any of the trustees, officers or shareholders of AmSouth Funds
individually but are binding only upon the assets and property of AmSouth Funds.
The names "AmSouth Funds" and "Trustees of AmSouth Funds" refer respectively to
the Trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust filed on
October 1, 1987, as amended, to which reference is hereby made and a copy of
which is on file at the office of the Secretary 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 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 of Shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
-7-
<PAGE> 1
EXHIBIT (11)
CONSENT OF ROPES & GRAY
<PAGE> 2
WRITER'S DIRECT DIAL NUMBER: (202) 626-3954
December 22, 1999
AmSouth 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 AmSouth
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 combined
proxy/registration statement on Form N-14 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.
AmSouth 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 particular series of Shares for all
loss and expenses of any shareholder of that series held personally liable
solely by reason of
<PAGE> 3
AmSouth Funds
December 22, 1999
Page 22
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 N-14. We consent to the filing of this opinion with and as part of
your N-14.
Sincerely,
/s/ Ropes & Gray
ROPES & GRAY
<PAGE> 1
EXHIBIT (12)
Form of Opinion of Ropes & Gray as to Tax Matters
<PAGE> 2
AmSouth Funds
December 22, 1999
Page 24
OPINION
March , 2000
AmSouth Value Fund
AmSouth Regional Equity Fund
-- AmSouth Mutual Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization dated as of December __, 1999 (the "Agreement"), between AmSouth
Mutual Funds (the "Trust"), a Massachusetts business trust, on behalf of two of
its series, AmSouth Value Fund ("Acquiring Fund") and AmSouth Regional Equity
Fund ("Target Fund"). The Agreement describes a proposed transaction (the
"Transaction") to occur on March __, 2000, or such other date as may be decided
by the parties (the "Exchange Date"), pursuant to which Acquiring Fund will
acquire substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections ___ and ___ of the Agreement.
Capitalized terms not defined herein are defined in the Agreement.
Target Fund is a series of the Trust which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. Shares of Target Fund are redeemable at net asset
value at each shareholder's option. Target Fund has elected to be a regulated
investment company for federal income tax purposes under Section 851 of the
Internal Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is a series of the Trust which is registered under the
1940 Act as an open-end management investment company. Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.
<PAGE> 3
AmSouth Value Fund March __, 2000
AmSouth Regional Equity Fund
-25-
For purposes of this opinion, we have considered the Agreement, the
Proxy Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion. In addition, you provided us with a letter dated as of the date
hereof, representing as to certain facts, occurrences and information upon which
you have indicated that we may rely in rendering this opinion (whether or not
contained or reflected in the documents and items referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a reorganization within the meaning
of Section 368(a) of the Code. Acquiring Fund and Target Fund will
each be a "party to a reorganization" within the meaning of Section
368(b) of the Code;
(ii) No gain or loss will be recognized by Target Fund upon the transfer
of Target Fund's assets to Acquiring Fund in exchange for Acquiring
Fund Shares and the assumption by Acquiring Fund of the liabilities
of Target Fund, or upon the distribution of Acquiring Fund Shares
by Target Fund to its shareholders in liquidation;
(iii) No gain or loss will be recognized by the Target Fund shareholders
upon the exchange of their Target Fund Shares for Acquiring Fund
Shares;
(iv) The aggregate basis of Acquiring Fund Shares a Target Fund
shareholder receives in connection with the Transaction will be the
same as the aggregate basis of his or her Target Fund Shares
exchanged therefor;
(v) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he
or she held the Target Fund Shares exchanged therefor, provided
that he or she held such Target Fund Shares as capital assets;
(vi) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund;
(vii) The basis in the hands of Acquiring Fund of the assets of Target
Fund transferred to Acquiring Fund in the Transaction will be the
same as the basis of such assets in the hands of Target Fund
immediately prior to the transfer; and
<PAGE> 4
AmSouth Value Fund March __, 2000
AmSouth Regional Equity Fund
-26-
(viii) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets
were held by Target Fund.
Very truly yours,
Ropes & Gray
<PAGE> 1
EXHIBIT (14)(a)
Consent of PricewaterhouseCoopers LLP
<PAGE> 2
FORM OF
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Combined Prospectus/Proxy
Statement filed with Form N-14 under the Securities Act of 1933 relating to the
proposed combination of the AmSouth Value Fund (previously AmSouth Equity Fund)
and AmSouth Regional Equity Fund of our report dated September 21, 1999 on our
audits of the financial statements and financial highlights of AmSouth Equity
Income Fund, AmSouth Equity Fund, AmSouth Enhanced Market Fund, AmSouth Capital
Growth Fund, AmSouth Select Equity Fund, AmSouth Regional Equity Fund, AmSouth
Small Cap Fund, AmSouth Balanced Fund, AmSouth Limited Maturity Fund, AmSouth
Government Income Fund, AmSouth Bond Fund, AmSouth Municipal Bond Fund, AmSouth
Florida Tax-Free Fund, AmSouth U.S. Treasury Fund, AmSouth Prime Obligations
Fund, AmSouth Institutional Prime Obligations Fund, and AmSouth Tax-Exempt Fund
(separate portfolios constituting the AmSouth Mutual Funds) which report is
included in the Annual Report to Shareholders for the year ended July 31, 1999.
We also consent to the references to our Firm in the Combined Prospectus/Proxy
Statement filed with Form N-14 under the Securities Act of 1933 relating to the
proposed combination of the AmSouth Value Fund (previously AmSouth Equity Fund)
and AmSouth Regional Equity Fund.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
December 22, 1999
<PAGE> 1
EXHIBIT (14)(b)
Consent of Ropes & Gray
<PAGE> 2
AmSouth Value Fund
AmSouth Regional Equity Fund
-30-
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
Registration Statement of AmSouth Funds' Regional Equity Fund on Form N-14 under
the Securities Act of 1933, as amended.
/s/ Ropes & Gray
ROPES & GRAY
Washington, D.C.
December 22, 1999
