<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AmSouth Mutual Funds
3435 Stelzer Road
Columbus, OH 43219
----------------------------
(Name of Registrant as Specified in its Charter)
Alan G. Priest, Esq.
Ropes & Gray
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
----------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing is
calculated and state how it was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE> 2
To AmSouth Capital Growth Fund Shareholders:
The purpose of this proxy package is to announce that a Shareholder Meeting
(the "Meeting") for the AmSouth Capital Growth Fund (the "Fund") has been
scheduled for November 15, 1999. The purpose of this Meeting is to submit to the
Shareholders for a vote an important matter regarding the management of the
Fund.
After considering the present investment objective of the Fund and the
continued prospects for increased capital growth, the Trustees of the AmSouth
Mutual Funds have concluded that it would be in the best interests of the Fund's
Shareholders to amend the Fund's investment objective to concentrate primarily
on seeking capital appreciation rather than on seeking growth of income. The
attached proxy statement is designed to give you information relating to the
proposal on which you will be asked to consider and vote.
While you are, of course, welcome to join us at the Meeting, most
Shareholders cast their votes by filling out and signing the enclosed proxy
card. In order to conduct the Meeting, a majority of shares must be represented
either in person or by proxy. Whether or not you plan to attend the Meeting, we
need your vote. You may vote your shares in any of three methods 1) by mail
signing and returning the enclosed proxy card in the postage prepaid envelope
provided; 2) by telephone, by calling the toll-free number and following the
telephone voting instructions included with the proxy materials; or 3) by
internet, by contacting the website www.proxyvote.com and following the internet
voting instructions included with the proxy materials.
We encourage you to read the enclosed proxy statement thoroughly. In
addition, we have included on the next page a list of some commonly asked
questions and answers. If you have any additional questions, please call your
account administrator, investment representative, or AmSouth Mutual Funds
directly at 1-800-451-8382.
Your vote is very important to us. As always, we thank you for your
confidence and support.
Sincerely,
J. David Huber
Chairman
AmSouth Mutual Funds
PLEASE VOTE BY MAIL, PHONE, OR EMAIL
YOUR VOTE IS VERY IMPORTANT
IMPORTANT SHAREHOLDER INFORMATION
The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells
us how to vote on your behalf on important issues relating to your Fund. The
proxy card may be completed by checking the appropriate box voting for or
against the specific proposals relating to your 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 take the time to read the proxy statement, fill out the proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the Funds will not need to conduct additional mailings. When shareholders
do not return their proxies in sufficient numbers, the Fund may incur the
expense of follow-up solicitations.
Please take a few moments to exercise your right to vote. Thank you.
<PAGE> 3
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO AMEND THE INVESTMENT OBJECTIVE OF
THE AMSOUTH CAPITAL GROWTH FUND?
A. After considering the Fund's present investment objective -- long-term
capital appreciation and growth of income -- the Board of Trustees of the
AmSouth Capital Growth Fund has determined that market conditions indicate
that it is desirable to concentrate exclusively on capital appreciation
rather than dividing the objectives of portfolio management between capital
appreciation and growth of income.
Q. WHAT WILL HAPPEN TO MY INVESTMENT IN THE CAPITAL GROWTH FUND IF THIS
PROPOSAL IS APPROVED?
A. The Fund assets will be invested according to the principal objective of
capital appreciation without seeking growth of income.
Q. WHAT IF I DO NOT VOTE?
A. In order to conduct the Shareholder Meeting, a quorum must be present, in
person or by proxy. A quorum is defined as representation of over 50% of the
shares outstanding for the Fund as of September 27, 1999. In the event that
not enough shareholders return the enclosed proxy ballot card to achieve
quorum, the Fund may be forced to incur additional expenses associated with
additional solicitations. In order to avoid additional costs, please return
the completed proxy ballot as soon as possible.
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of the AmSouth Mutual
Funds, including the independent members, recommends that you vote "FOR" all
of the items on the enclosed proxy ballot. The Board also wishes to urge you
to vote and return all the proxy ballot cards you receive.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your account
administrator, investment representative, or the AmSouth Mutual Funds
directly at 1- 800-451-8382.
THE INFORMATION PROVIDED IN THIS "Q&A" IS SUPPORTED
BY DISCLOSURES CONTAINED IN THE ACCOMPANYING PROXY STATEMENT
<PAGE> 4
AMSOUTH MUTUAL FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
THE AMSOUTH CAPITAL GROWTH FUND
TO BE HELD NOVEMBER 15, 1999
A Special Meeting of the shareholders of the AmSouth Capital Growth Fund
(the "Fund"), will be held at 10:00'a.m., Eastern time, at the offices of the
AmSouth Mutual Funds, at 3435 Stelzer Road, Columbus, OH 43219 on November 15,
1999 for the following purposes:
1. To consider the amendment of the Fund's investment objective.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Trustees has fixed September 27, 1999 as the record date for
determination of shareholders entitled to vote at this Special Meeting.
By Order of the Trustees,
James L. Smith
Secretary
AmSouth Mutual Funds
October 1, 1999
PROMPT VOTING BY MAIL, PHONE, OR EMAIL IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE, TOLL FREE PHONE NUMBER AND EMAIL ADDRESS ARE ENCLOSED FOR
YOUR CONVENIENCE.
<PAGE> 5
AMSOUTH MUTUAL FUNDS
PROXY STATEMENT
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (THE
"TRUSTEES") OF THE AMSOUTH MUTUAL FUNDS WITH RESPECT TO THE AMSOUTH CAPITAL
GROWTH FUND (THE "FUND"). The proxy is revocable at any time before it is voted
by sending written notice of the revocation to the Funds or by appearing
personally at the November 15, 1999 special meeting of shareholders of the Fund
(the "Special Meeting").
Only shareholders of record at the close of business on September 27, 1999
will be entitled to vote at the Special Meeting. As of September 27, 1999, there
were issued and outstanding ######### Shares of the Fund, each Share being
entitled to one vote, and each fractional Share being entitled to a
proportionate fractional vote. Shareholders will vote on the proposal to amend
the Fund objective and on any other business as may properly come before the
Special Meeting.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Investment Company Act of 1940 (the "1940 Act"), the affirmative vote
necessary to approve the matter under consideration may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal.
AmSouth Mutual Funds' Declaration of Trust and By-laws do not provide for
annual shareholder meetings, and no such meetings are planned for 2000.
Proposals that shareholders would like to have included in a proxy statement for
any future meeting must be received by AmSouth Mutual Funds within a reasonable
period of time prior to printing and mailing proxy materials for such meeting.
The Funds' executive offices are located at 3435 Stelzer Road, Columbus,
Ohio, 43219. This proxy statement and the enclosed notice of meeting and proxy
card are first being mailed on or about October 1, 1999.
A copy of the Funds' Annual Report dated July 31, 1999, and Semi-Annual
Report dated January 31, 1999, is available upon request and may be obtained by
calling 1-800-451-8382.
1
<PAGE> 6
THE PROPOSAL
APPROVAL OR DISAPPROVAL OF THE
AMENDMENT OF THE FUND'S OBJECTIVES
This Special Meeting is being called for the purpose of approving the
proposed amendment to the Fund's investment objective. After considering the
present investment objective of the Fund and the continued prospects for
increased capital growth, the Trustees of the AmSouth Mutual Funds have
concluded that it would be in the best interests of the Fund's Shareholders to
amend the Fund's objective to solely seek capital appreciation rather than
pursuing a dual objective of seeking both capital appreciation and growth of
income.
The Fund's investment objective would be amended effective December 1, 1999
as follows:
<TABLE>
<CAPTION>
CURRENT OBJECTIVE PROPOSED OBJECTIVE
- ---------------------------------- ----------------------------------
<S> <C>
"seeks long-term capital "to seek long-term capital
appreciation and growth of income appreciation by investing
by investing primarily in a primarily in a diversified
diversified portfolio of common portfolio of common stocks and
stocks and securities convertible securities convertible into common
into common stocks such as stocks such as convertible bonds
convertible bonds and convertible and convertible preferred stocks."
preferred stocks."
</TABLE>
After due deliberation, on June 24, 1999, the Trustees unanimously approved
the amendment of the Fund's investment objective and resolved that the proper
time had come to present the issue to the shareholders. Shareholder approval of
the proposed amendment to the investment objective requires the affirmative vote
of: (a) 67% or more of the Shares of the Fund present at the Special Meeting, if
the holders of more than 50% of the outstanding Shares are present or
represented by proxy; or (b) more than 50% of the outstanding Shares of such
Fund, whichever is less.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF THE
FUND'S INVESTMENT OBJECTIVE.
AmSouth Proxy
Total return on your investment in the Capital Growth Fund is generated
from a combination of capital appreciation (i.e., increases in the value of the
stocks the Fund holds) and dividend income from those stocks. Currently, the
investment objective directs the portfolio manager to seek both components of
total return in selecting securities for the Fund. However, both in current
market conditions and, more importantly, over longer time periods, the portfolio
manager of the Fund believes that managing solely for the achievement of capital
appreciation holds the most promise of maximizing total return for shareholders.
Of course, in the past, and almost certainly in the future, there will be
periods where a strategy of seeking income, or a combination of seeking income
and capital appreciation, will produce greater total returns than solely seeking
capital
2
<PAGE> 7
appreciation. Moreover, growth stocks are often more volatile than other stocks
and, therefore, may pose greater risk, particularly for short term investors.
Furthermore, there can be no assurance that the Fund will succeed in meeting its
investment objective. Nonetheless, the management of the Capital Growth Fund
believes that the proposed new objective, with its exclusive focus on the
production of capital appreciation, holds more potential for maximizing total
return over long periods than the current investment objective. Regardless of
whether the proposed amendment to the investment objective is or is not adopted,
the Capital Growth Fund is not an appropriate investment for short term
investors and poses significant investment risk, including loss of principal.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business that may
properly come before it, at the date of this proxy statement the only business
which the management intends to present or knows that others will present is the
business stated in the Notice of Meeting. If any other matters lawfully come
before the Special Meeting, and in all procedural matters at the Special
Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the persons named as proxies therein, or
their substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment.
In the event that a shareholder signs and returns the proxy card, but does
not indicate a choice on the proxy card, the proxy attorneys will vote those
shares in favor of the proposal to amend the investment objective.
Proxy solicitations will be made primarily by mail, but may also be made by
telephone, telegraph, fax or personal interview conducted by certain officers or
employees of AmSouth Mutual Funds or AmSouth Mutual Funds' service providers or,
if necessary, a commercial firm retained for this purpose. The cost of preparing
and mailing the notice of meeting, the proxy card, this proxy statement and any
additional proxy material will be borne by the Fund. Brokerage firms and others
will be reimbursed for their expenses in forwarding solicitation materials to
the beneficial owners of Shares of the Funds.
The Funds' Investment Advisor is AmSouth Bank.
3
<PAGE> 8
The Investment Sub-Advisor to the Capital Growth Fund is Peachtree Asset
Management.
The Funds' principal distributor is BISYS Fund Services, an Ohio Limited
Partnership and subsidiary of The BISYS Group, Inc.
The Funds' principal administrator is ASO Services Company, a wholly-owned
subsidiary of The BISYS Group, Inc.
As of September 27, 1999, the AmSouth Mutual Funds believe that AmSouth and
its bank affiliates were the Shareholders of record of #####% of the AmSouth
Capital Growth Fund's Shares. As a consequence, AmSouth may be deemed to be a
controlling person of the Capital Growth Fund under the 1940 Act.
The following list indicates the ownership of record of the shareholders
who, to the best knowledge of AmSouth Mutual Funds, were the owners of 5% or
more of the outstanding Shares of the Capital Growth Fund as of September 27,
1999:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
---------------- -------------
<S> <C>
</TABLE>
As of September 27, 1999, the Officers and Trustees of the Fund owned less
than 1% of the Fund's outstanding Shares.
If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.
OCTOBER 1, 1999
4
<PAGE> 9
AMSOUTH CAPITAL GROWTH FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, NOVEMBER 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE AMSOUTH MUTUAL FUNDS.
The undersigned hereby appoints James L. Smith and Jeffrey Cusick, 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 Capital Growth Fund on Monday, November
15, 1999 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 amendment to the Capital Growth Fund investment objective to
manage exclusively for capital appreciation.
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 PROPOSAL (1) 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.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1999
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 10
<TABLE>
<S> <C> AMSOUTH
Two Quick and Easy Ways MUTUAL
To Vote Your Proxy Instantly FUNDS
</TABLE>
As a valued AmSouth Capital Growth Fund shareholder, your proxy vote is
important to us. That's why we've made it faster and easier to vote your proxy
at your convenience, 24 hours a day. After reviewing the enclosed Proxy
Statement, which outlines an important issue affecting your fund, select one of
the following quick and easy methods to register your vote -- accurately and
immediately.
Vote On-Line
1. Read the enclosed Proxy Statement and have your Proxy Card* at hand.
2. Go to 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.
