-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UuE3019KX4A97gZZN61mJP2SgbK65NN1Z9Vk4f3mVFJEAvf8YSiPmgtZYlbYg/2G +fXrtopNtUlfvNhdc9BDew== 0000898432-02-000206.txt : 20020415 0000898432-02-000206.hdr.sgml : 20020415 ACCESSION NUMBER: 0000898432-02-000206 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSOUTH MUTUAL FUNDS CENTRAL INDEX KEY: 0000832544 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-84778 FILM NUMBER: 02582657 BUSINESS ADDRESS: STREET 1: 3435 STELZER RD STREET 2: STE 1000 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 8004518382 MAIL ADDRESS: STREET 1: 3435 STELZER RD STREET 2: STE 1000 CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: ASO OUTLOOK GROUP DATE OF NAME CHANGE: 19920703 N-14 1 a490975.txt MARCH 22, 2002 As filed with the Securities and Exchange Commission on March 22, 2002 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) Registrant's telephone number, including area code: 1-800-451-8382 --------------- Name and address of agent for service: Rodney L. Ruehle AmSouth Funds 3435 Stelzer Road Columbus, OH 43219 Copies to: CLIFFORD J. ALEXANDER, ESQ. Kirkpatrick & Lockhart LLP 1800 Massachusetts Avenue, N.W. Washington, D.C. 20036 --------------- 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 April 22, 2002 pursuant to Rule 488. Title of securities being offered: Units of beneficial interest. No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of securities. AMSOUTH FUNDS CONTENTS OF REGISTRATION STATEMENT ON FORM N-14 This Registration Statement consists of the following papers and documents: Cover Sheet Contents of Registration Statement on Form N-14 Letter to Shareholders Notice of Special Meeting of Shareholders Part A - Combined Prospectus and Proxy Statement Part B - Statement of Additional Information Part C - Other Information Signature Pages Exhibits AMSOUTH FUNDS AMSOUTH GROWTH FUND 3435 Stelzer Road Columbus, OH 43219 April [ ], 2002 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 Growth Fund ("Growth Fund") to be held on May 31, 2002, at 10:00 a.m., Eastern time, 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 Growth Fund approve a reorganization in which the Growth Fund will transfer all of its assets to the AmSouth Capital Growth Fund ("Capital Growth Fund") in return for Class A, Class B, and Trust shares (collectively, "Shares") of the Capital Growth Fund. At the same time, the Capital Growth Fund will assume all of the liabilities of the Growth Fund. After the transfer, Shares of the Capital Growth Fund will be distributed to the Growth Fund's shareholders tax-free in liquidation of the Growth Fund. As a result of these transactions, your Shares of the Growth Fund will, in effect, be exchanged at net asset value and on a tax-free basis for Shares of the Capital Growth Fund. Growth Fund shareholders holding Class A, Class B, or Trust Shares will receive Class A, Class B, or Trust Shares, respectively, of the Capital Growth Fund. AmSouth Investment Management Company, LLC has advised the AmSouth Fund's Trustees that it believes that the above-described transaction offers the shareholders of the Growth Fund the opportunity to pursue substantially similar objectives and investment strategies with lower expense ratios. THE TRUSTEES BELIEVE THAT THE PROPOSED COMBINATION OF THE GROWTH FUND WITH THE CAPITAL GROWTH FUND IS IN THE BEST INTERESTS OF THE GROWTH FUND AND ITS SHAREHOLDERS AND RECOMMEND THAT YOU VOTE IN FAVOR OF THAT PROPOSAL. The Notice of Special Meeting of Shareholders, the accompanying Combined Prospectus/Proxy Statement 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. WE URGE YOU TO GIVE THE ENCLOSED MATERIAL YOUR PROMPT ATTENTION SO AS TO AVOID THE EXPENSE OF ADDITIONAL MAILINGS AND TELEPHONE SOLICITATIONS. 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 2 AMSOUTH FUNDS AMSOUTH GROWTH FUND NOTICE OF SPECIAL MEETING OF SHAREHOLDERS MAY 31, 2002 To the Shareholders of the AmSouth Growth Fund: NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("Meeting") of the AmSouth Growth Fund ("Growth Fund"), a separate series of AmSouth Funds, will be held at BISYS Fund Services, Columbus, OH, on May 31, 2002, at 10:00 a.m., Eastern time, for the following purposes: 1. To consider and act upon a Plan of Reorganization and Termination ("Plan") adopted by AmSouth Funds providing for the transfer of all of the assets of the Growth Fund to the AmSouth Capital Growth Fund ("Capital Growth Fund") in exchange for Class A, Class B, and Trust shares (collectively, "Shares") of the Capital Growth Fund and the assumption by the Capital Growth Fund of all of the liabilities of the Growth Fund, followed by the dissolution and liquidation of the Growth Fund and the distribution of those Shares to the shareholders of the Growth Fund; and 2. To transact other business that 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 a form 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 April 12, 2002, 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 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 MEETING AND VOTING IN PERSON. By Order of the Board of Trustees Rodney L. Ruehle Secretary AmSouth Funds Columbus, OH April [ ], 2002 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE PROMPTLY VOTE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S). IF YOU SIGN, DATE AND RETURN THE PROXY CARD(S) BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE PROPOSAL NOTICED ABOVE. IN ORDER TO AVOID ADDITIONAL EXPENSE FOR FURTHER SOLICITATION, MANAGEMENT REQUESTS YOUR COOPERATION IN VOTING PROMPTLY. AS AN ALTERNATIVE TO MAILING YOUR PAPER PROXY CARD(S) TO US TO VOTE, YOU MAY VOTE BY TELEPHONE OR VIA THE INTERNET. TO VOTE IN THIS MANNER, PLEASE REFER TO THE ENCLOSED PROXY CARD(S) FOR THE TOLL-FREE NUMBER AND THE INTERNET ADDRESS. UNLESS PROXIES ARE SIGNED BY THE APPROPRIATE PERSON, THEY WILL NOT BE VOTED. IF WE DO NOT RECEIVE YOUR VOTE PROMPTLY, WE MAY CONTACT YOU. - -------------------------------------------------------------------------------- 2 AmSouth Funds 3435 Stelzer Road Columbus, OH 43219 Tel. No. 1-800-451-8382 COMBINED PROSPECTUS/PROXY STATEMENT APRIL [ ], 2002 This Combined Prospectus/Proxy Statement is furnished in connection with the solicitation of proxies from the holders of units of beneficial interest ("Shares") in the AmSouth Growth Fund ("Growth Fund") for use at a Special Meeting of Shareholders ("Meeting") to approve the reorganization of the Growth Fund. The reorganization contemplates the transfer of all the assets and liabilities of the Growth Fund to the AmSouth Capital Growth Fund ("Capital Growth Fund") (each a "Fund") in exchange for Shares of the Capital Growth Fund, followed by the dissolution and liquidation of the Growth Fund and the distribution of those Capital Growth Fund Shares to shareholders of the Growth Fund ("Transaction"). As a result of the Transaction, each shareholder of the Growth Fund will receive, on a tax-free basis, a number of full and fractional Shares of the Capital Growth Fund equal, on the date of the Transaction, to the value of the net assets of the Growth Fund transferred to the Capital Growth Fund that are attributable to the shareholder. Growth Fund shareholders holding Class A, Class B, or Trust Shares will receive Class A, Class B, or Trust Shares, respectively, of the Capital Growth Fund. Each Fund is a portfolio ("series") of AmSouth Funds, which is an open-end management investment company consisting of separate series. This Combined Prospectus/Proxy Statement explains concisely what you should know before investing in the Capital Growth Fund. Please read it carefully and keep it for future reference. A Statement of Additional Information ("SAI") dated [ ], 2002, relating to the Transaction, has been filed with the Securities and Exchange Commission ("SEC") and is also incorporated into this Combined Prospectus/Proxy Statement by reference. The AmSouth Funds' current Prospectus for Class A Shares and Class B Shares and current Prospectus for Trust Shares (collectively, "AmSouth Funds Prospectus"), each dated December 1, 2001, as supplemented on March 1, 2002, accompany and are incorporated by reference into (and are legally a part of) this Combined Prospectus/Proxy Statement. The AmSouth Funds' current SAI dated December 1, 2001, as supplemented on February 8, 2002 ("AmSouth Funds SAI"), is on file with the SEC and is also incorporated by reference into this Combined Prospectus/Proxy Statement. The AmSouth Funds' Annual Report to Shareholders for the fiscal year ended July 31, 2001 ("AmSouth Funds Annual Report"), and the AmSouth Funds' Semi-Annual Report to Shareholders for the six months ended January 31, 2002 ("AmSouth Funds Semi-Annual Report"), also are on file with the SEC and are incorporated by reference into this Combined Prospectus/Proxy Statement. These documents may be obtained without charge, and further inquires may be made, by writing AmSouth Funds, 3435 Stelzer Road, Columbus, Ohio 43219 or by calling 1-800-451-8382. In addition, the SEC maintains a Website (HTTP://WWW.SEC.GOV) that contains the AmSouth Funds Prospectus and SAI and other material incorporated by reference, together with other information regarding the Funds. AS WITH ALL MUTUAL FUNDS, THE SEC HAS NOT APPROVED OR DISAPPROVED THE FUND SHARES OR DETERMINED WHETHER THIS COMBINED PROSPECTUS/PROXY STATEMENT 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 FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY. 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 HEREBY 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. 2 TABLE OF CONTENTS Page PROPOSAL 1 - TO APPROVE THE PLAN OF REORGANIZATION AND TERMINATION.............5 SUMMARY .......................................................................5 ABOUT THE PROPOSED TRANSACTION............................................5 COMPARATIVE FEE TABLES....................................................6 EXPENSE EXAMPLE...........................................................8 COMPARISON OF THE FUNDS........................................................9 INVESTMENT ADVISOR.......................................................12 FORM OF ORGANIZATION.....................................................13 OPERATING PROCEDURES.....................................................13 EXCHANGE PRIVILEGE.......................................................15 NET ASSET VALUE..........................................................16 DISTRIBUTIONS............................................................16 FEDERAL TAX CONSIDERATIONS...............................................17 PERFORMANCE..............................................................17 INFORMATION ABOUT THE TRANSACTION.............................................17 PLAN OF REORGANIZATION...................................................18 REASONS FOR THE TRANSACTION..............................................19 FEDERAL INCOME TAX CONSIDERATIONS........................................20 DESCRIPTION OF THE SECURITIES TO BE ISSUED...............................21 CAPITALIZATION................................................................22 LEGAL MATTERS.................................................................23 INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.................23 EXPERTS ......................................................................23 SPECIAL MEETING OF SHAREHOLDERS...............................................23 VOTING INFORMATION.......................................................23 REQUIRED VOTE............................................................25 3 APPENDIX A - Form of Plan of Reorganization and Termination..................A-1 APPENDIX B - Management Discussion of Funds' Performance.....................B-1 APPENDIX C - Financial Highlights............................................C-1 4 PROPOSAL 1 - TO APPROVE THE PLAN OF REORGANIZATION AND TERMINATION SUMMARY The following is a summary of certain information relating to the proposed reorganization of the Growth Fund. As discussed more fully below, the AmSouth Funds Board of Trustees ("Trustees") believes that the Transaction will benefit the Growth Fund's shareholders. This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Combined Prospectus/Proxy Statement, the SAI dated April [ ], 2002, the AmSouth Funds Prospectus and SAI, the AmSouth Funds Annual Report, and the AmSouth Funds Semi-Annual Report. ABOUT THE PROPOSED TRANSACTION At meetings held on December 18, 2001, and March 19, 2002, the Trustees considered and unanimously approved a Plan of Reorganization and Termination ("Plan") pursuant to which the Growth Fund would be merged with and into the Capital Growth Fund on or about June 14, 2002 ("Exchange Date"). On the Exchange Date, the Growth Fund will transfer all of its assets and liabilities to the Capital Growth Fund in exchange solely for Shares of the Capital Growth Fund having an aggregate net asset value ("NAV") equal to the aggregate value of the net assets acquired from the Growth Fund. The value of the assets of the Growth Fund, the amount of its liabilities, and the NAV per Share of the Capital Growth Fund will be determined as of the close of trading on the New York Stock Exchange on the Exchange Date. Following the Transaction, the Growth Fund will be liquidated and the Shares of the Capital Growth Fund received by the Growth Fund will be distributed to Growth Fund shareholders. As a result of the proposed Transaction, shareholders of the Growth Fund will receive, on a tax-free basis, a number of full and fractional Shares of the Capital Growth Fund equal in value, on the Exchange Date, to the value of the net assets of the Growth Fund transferred to the Capital Growth Fund attributable to the shareholder (based on the proportion of the outstanding Shares of the Growth Fund owned at the time by the shareholder). Each Growth Fund shareholder will receive Shares of the Capital Growth Fund class (Class A, Class B, or Trust) that corresponds to the class of Growth Fund Shares that he, she, or it holds. For the reasons set forth below under "Reasons for the Reorganization," the Trustees, including the Trustees who are not "interested persons," as defined in the Investment Company Act of 1940, as amended ("1940 Act"), of AmSouth Funds ("Independent Trustees"), unanimously concluded that the proposed Transaction is in the best interests of each Fund and their existing shareholders. The Trustees 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 also considered, among other things, the similarity of the investment objectives and investment strategies of the Funds; the expense ratios of the Capital Growth Fund compared 5 to the Growth Fund; the performance of the Capital Growth Fund as compared to the Growth Fund; the potential economies of scale that could be realized as a result of the increase in the asset size of the Capital Growth Fund; the fact that the Transaction will be free of federal income tax; the recommendation of AmSouth Investment Management Company, LLC ("Advisor") in favor of the Transaction; and the fact that the costs of the Transaction would be borne by the Advisor. COMPARATIVE FEE TABLES Like all mutual funds, the Funds incur certain expenses in their operations and, as a shareholder, you pay these expenses indirectly. The table below compares annual operating expenses for the Funds for the fiscal year ended July 31, 2001, and estimated PRO FORMA expenses for the Capital Growth Fund assuming the proposed Transaction is approved and effected. The table indicates that, assuming approval of the proposed Transaction, the total annual operating expenses of the Capital Growth Fund is expected to be less than those of the Growth Fund. Combined Fund Growth Fund Capital Growth Fund Pro Forma Class A Class B Trust Class A Class B Trust Class A Class B Trust SHAREHOLDER TRANSACTION EXPENSES (expenses paid by you directly)(1) Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.50%(2) None None 5.50%(2) None None 5.50% None None Maximum Deferred Sales Charge (Load) None 5.00% None None 5.00% None None 5.00% None (3) (6) Redemption Fees(4) None None None None None None None None None ANNUAL OPERATING EXPENSES (as a percentage of average daily net assets) Management Fees .80% .80% .80% .80% .80% .80% .80% .80% .80% 6 Combined Fund Growth Fund Capital Growth Fund Pro Forma Class A Class B Trust Class A Class B Trust Class A Class B Trust Distribution and/or None .75% None None .75% None None .75% None Service (12b-1) Fee Other Expenses(5)(7) .75% .75% .65% .56% .56% .46% .56% .56% .46% Total Fund Operating 1.55% 2.30% 1.45% 1.36% 2.11% 1.26% 1.36% 2.11% 1.26% Expenses (5) (5) (5) (7) (7) (7) (8) (8) (8)
(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) Sales charges may be reduced depending upon the amount invested or, in certain circumstances, waived. Class A Shares bought as part of an investment of $1 million or more are not subject to an initial sales charge, but may be charged a CDSC of 1.00% if sold within one year of purchase. See "Distribution Arrangements" in the Funds' Prospectus. (3) A CDSC on Class B Shares held continuously declines over six years, starting with year one and ending in year seven from: 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 being limited to 0.62% for Class A Shares, 0.62% for Class B Shares, and 0.47% for Trust Shares. Total expenses after fee waivers and expense reimbursements for each class are: Class A Shares 1.42%, Class B Shares 2.17%, and Trust Shares 1.27%. Any fee waiver or expense reimbursement arrangement is voluntary and may be discontinued at any time. (6) For B Shares acquired in the combination of AmSouth Funds with ISG Funds, waivers are in place on the CDSC charged if such Class B Shares are sold within six years of purchase, which will decline as follows: 4%, 3%, 2%, 2%, 1% to 0% in the seventh year following purchase. For all other B Shares held continuously, the CDSC declines over a six year period as follows: 5%, 4%, 3%, 3%, 2%, 1% to 0% in the seventh and eighth years. Approximately eight years after purchase (seven years in the case of Shares acquired in the ISG combination), Class B Shares automatically convert to Class A Shares. (7) Other expenses are being limited to 0.50% for Class A Shares, 0.50% for Class B Shares, and 0.35% for Trust Shares. Total expenses after fee waivers and expense reimbursements for each class are: Class A Shares 1.30%, Class B Shares 2.05%, and Trust Shares 1.15%. Any fee waiver or expense reimbursement arrangement is voluntary and may be discontinued at any time. (8) For a short period of time, the Class A Shares, the Class B Shares, and the Trust Shares may be subject to an increase in total operating expenses of up to 0.01% as a result of the Transaction. 7 EXPENSE EXAMPLE 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. 1 Year 3 Years 5 Years 10 Years** GROWTH FUND Class A Shares $699 $1,013 $1,348 $2,294 Class B Shares $733 $1,018 $1,430 $2,448 Trust Shares $148 $459 $792 $1,735 CAPITAL GROWTH FUND Class A Shares $681 $957 $1,254 $2,095 Class B Shares $714 $961 $1,334 $2,250 Trust Shares $128 $400 $692 $1,523 COMBINED FUND PRO FORMA Class A Shares $681 $957 $1,254 $2,095 Class B Shares $714 $961 $1,334 $2,250 Trust Shares $128 $400 $692 $1,523 ** Class B Shares of the Growth Fund, the Capital Growth Fund and the Combined Fund automatically convert to Class A Shares after approximately eight years. Therefore, the "10 Years" example above reflects these conversions. 8 Assuming no redemption of Class B Shares at the end of the period, the dollar amounts in the above example would be as follows: 1 Year 3 Years 5 Years 10 Years** Growth Fund $233 $718 $1,230 $2,448 Class B Shares Capital Growth Fund Class B Shares $214 $661 $1,134 $2,250 Combined Fund Pro Forma $214 $661 $1,134 $2,250 Class B Shares - ------------------ ** Class B Shares of the Growth Fund, the Capital Growth Fund, and the Combined Fund automatically convert to Class A Shares after approximately eight years. Therefore, the "10 Years" example above reflects these conversions. COMPARISON OF THE FUNDS Below is a brief comparison of the investment objectives and investment strategies of the Funds and the principal risks associated with an investment in each Fund. The following discussion is qualified in its entirety by the disclosure on such subjects contained in the AmSouth Funds Prospectus. For a full and detailed description of permitted investments and investment strategies, see the AmSouth Funds Prospectus that accompanies this Combined Prospectus/Proxy Statement. The Growth Fund's investment objective, to seek long-term capital appreciation by investing in a diversified portfolio of common stocks and securities convertible into common stocks, is substantially similar to that of the Capital Growth Fund, which seeks capital growth. Both Funds pursue their investment objectives by investing in U.S. common stocks, though the Capital Growth Fund focuses on investments in companies with market capitalizations of at least $500 million. In choosing individual stocks, the portfolio managers for both Funds use a variety of economic projections, quantitative techniques, and earnings projections to identify companies with the potential to achieve greater than average earnings growth and capital appreciation. Additionally, as a temporary defensive measure, if deemed appropriate under the circumstances, both Funds may increase their holdings in short-term money market instruments to over 35% of total assets. There can be no assurance that either Fund will achieve its investment objective. 9 THE GROWTH FUND The Growth Fund invests primarily in domestically traded U.S. common stocks, as well non-U.S. common stocks and American Depositary Receipts ("ADRs") that the portfolio manager believes have an attractive potential for growth. The Fund normally invests at least 65% of its total assets in common stocks and securities convertible into common stocks, such as convertible bonds and convertible preferred stocks. The Fund also may invest up to 35% of the value of its assets in preferred stocks, corporate bonds, notes, and warrants, and short-term money market instruments. In managing the Fund, the portfolio manager seeks reasonably priced securities with the potential to produce above-average earnings growth. In choosing individual stocks, the portfolio manager uses a quantitative process to identify companies with a history of above-average growth or companies that are expected to enter periods of above-average growth or are positioned in emerging growth industries. Some of the criteria that the manager uses to select these companies are earnings growth, return on capital, cash flow, and earnings ratios. THE CAPITAL GROWTH FUND The Capital Growth Fund invests primarily in equity securities of U.S. companies with market capitalizations of at least $500 million that the Advisor believes offer opportunities for capital appreciation and growth of earnings. The Fund also may invest in medium-sized companies. The Fund invests at least 65% of its total assets in equity securities. The Fund also may invest in debt securities of domestic and foreign issuers when the Advisor believes that such securities offer opportunities for capital growth. The Fund may invest up to 10% of its total assets in foreign securities that are not publicly traded in the United States. In choosing stocks for the Fund, the portfolio manager first identifies industries that it believes will expand over the next few years or longer. The portfolio manager then uses fundamental analysis of company financial statements to find large U.S. companies within these industries that offer the prospect of solid earnings growth. The portfolio manager also may consider other factors in selecting investments for the Fund, including the development of new or improved products or services, opportunities for greater market share, more effective management, or other signs that the company will have greater than average earnings growth and capital appreciation. At least 65% of the Fund's total assets invested in debt securities must consist of debt securities that are rated no lower than investment grade (Baa/BBB) by a credit rating agency or, if unrated, deemed to be of comparable quality by the Advisor. The remainder of such assets may be invested in debt securities that are rated no lower than Ba by Moody's Investors Service, Inc. ("Moody's") and BB by Standard and Poor's (a division of The McGraw-Hill 10 Companies, Inc.) ("S&P"), Fitch and Duff or, if unrated deemed to be of comparable quality by the Advisor. Debt securities rated Ba by Moody's and BB by S&P, Fitch and Duff are considered speculative grade debt (also known as "junk bonds"), and the payment of principal and interest may be affected at any time by adverse economic conditions. DIFFERENCES BETWEEN THE FUNDS The primary difference between the two Funds is that the Capital Growth Fund is a non-diversified fund, whereas the Growth Fund is a diversified fund. This means that the Capital Growth Fund may own larger positions in securities of a smaller number of issuers than the Growth Fund. Thus, an increase or decrease in the value of a single issuer's security may have a greater impact on the Capital Growth Fund's NAV and total return than it would on a more diversified portfolio such as that of the Growth Fund. OTHER POLICIES OF THE FUNDS Each Fund may invest (or engage) in ADRs, bankers' acceptances, commercial paper, common stock, convertible securities, demand features, derivatives, foreign securities, investment company securities, preferred stocks, repurchase agreements, U.S. government agency securities, variable and floating rate instruments, warrants, and when-issued and forward commitments. Each Fund also may engage in securities lending - a management technique intended to generate additional revenue for a Fund without changing the fundamental risk characteristics of the Fund's portfolio. The Growth Fund also may invest in certificates of deposit, money market instruments, reverse repurchase agreements, U.S. Treasury obligations, and zero-coupon debt obligations. The Capital Growth Fund also may invest (or engage) in asset-backed securities, call and put options, funding agreements, futures and related options, high-yield/high-risk debt securities, mortgage-backed securities, time deposits, and U.S. Treasury receipts. PRINCIPAL INVESTMENT RISKS Because the Capital Growth Fund's investment objective and strategies are substantially similar to those of the Growth Fund, an investment in the Capital Growth Fund is subject to many of the same specific risks as an investment in the Growth Fund. Investment in each Fund may be subject to specific risks arising from the types of securities in which the Fund invests, including the following principal risks. MARKET RISK: Stocks and other equity securities fluctuate in price, often based on factors unrelated to the issuers' value, and such fluctuations can be pronounced. Markets generally move in cycles, with periods of rising prices followed by periods of falling prices. There is a possibility that a Fund's stock holdings will decline in value because of a broad stock market decline. The value of an investment in a Fund will fluctuate in response to 11 movements in the stock market and the activities of individual portfolio companies. An investor could lose money by investing in a Fund, particularly if there is a sudden decline in the share prices of the Fund's holdings or an overall decline in the stock market. INVESTMENT STYLE RISK: There is a possibility that the market segment in which each Fund focuses, growth stocks, will underperform other kinds of investments or market averages. The medium-sized companies in which the Funds may invest carry additional risks because their earnings tend to be less predictable, their share prices more volatile, and their securities less liquid than larger, more established companies. Over time, growth companies are expected to increase their earnings at an above-average rate. If these expectations are not met, the stock price can fall drastically - even if earnings show an absolute increase. PORTFOLIO TURNOVER RISK: The Funds may trade securities actively, which could increase transaction costs (thereby lowering performance) and may increase the amount of taxes that investors pay on distributions. If a Fund invests in securities with additional risks, its share price volatility accordingly could be greater and its performance lower. FOREIGN SECURITIES RISK: Investment in the Growth Fund also may be subject to foreign securities risk. Investing in foreign markets involves a greater risk than investing in the United States. Foreign securities may be adversely affected by myriad factors, including currency fluctuations and social, economic, or political instability. Although the Capital Growth Fund is authorized to invest in foreign securities, it currently does not do so. COMPARISON OF THE RISKS: The Capital Growth Fund is non-diversified and may invest a greater percentage of its assets in a particular company as compared with "diversified" funds, like the Growth Fund. Accordingly, the Capital Growth Fund's portfolio may be more sensitive to changes in the market value of a single company or industry. To the extent that the Capital Growth Fund owns larger positions in a smaller number of issuers than the Growth Fund, it is subject to a higher degree of the investment risks associated with those investments, and an increase or decrease in the value of a single issuer's security may have a greater impact on the Capital Growth Fund's NAV. Hence, the Capital Growth Fund's Shares may be more volatile than those of a diversified fund, such as the Growth Fund. As a result, while the Capital Growth Fund may offer greater opportunity for higher investment returns, it also may involve greater risk of loss. INVESTMENT ADVISOR The Advisor, which is located at 1901 6th Avenue North, Suite 620, Birmingham, Alabama 35203, serves as the Funds' investment advisor. As of September 30, 2001, the Advisor had over $7.0 billion in assets under management. On May 12, 2001, AmSouth Bank reorganized its investment advisory services and created the Advisor, a separate wholly owned subsidiary of AmSouth Bank. The Advisor replaced AmSouth Bank as the investment advisor to the Funds. 12 AmSouth Bank has provided investment management services through its Trust Division since 1915 and is the largest provider of trust services in Alabama. In addition, its Trust Natural Resources and Real Estate Department is a major manager of timberland, mineral, oil, and gas properties and other real estate interests. As of September 30, 2001, AmSouth Bank had over $14.5 billion in assets under discretionary management and provided custody services for $25 billion in securities. AmSouth is the bank affiliate of AmSouth Bancorporation, which reported assets as of September 30, 2001, of $38.3 billion and operated more than 600 banking offices in Alabama, Florida, Georgia, Mississippi, Louisiana, and Tennessee. The Advisor continuously reviews, supervises, and administers the Funds' investment programs. Through its portfolio management team, the Advisor also makes the day-to-day investment decisions for the Capital Growth Fund. Pursuant to an investment sub-advisory agreement with the Advisor, day-to-day investment decisions for the Growth Fund are made by Peachtree Asset Management ("Peachtree"). If the Transaction is approved by shareholders, the Advisor will terminate the sub-advisory agreement with Peachtree. The Advisor is paid a management fee equal to the lesser of (a) the fee from time to time agreed upon in writing by AmSouth Funds and the Advisor and (b) a fee computed daily and paid monthly based on the average daily net assets of each Fund at an annual rate of .80%. The advisory fees paid by each Fund for the fiscal year ended July 31, 2001, was .80% of its average daily NAV. The Advisor may be deemed to have an interest in the Transaction because future growth of assets of AmSouth Funds can be expected to increase the total amount of fees payable to the Advisor and to reduce the amount of fees required to be waived to maintain total fees of the Funds at agreed upon levels. FORM OF ORGANIZATION Each Fund is a series of AmSouth Funds, an open-end management investment company that was organized as a Massachusetts business trust on October 1, 1987. The AmSouth Funds' Amended and Restated Declaration of Trust ("Declaration of Trust") authorizes the Trustees to issue an unlimited number of units of beneficial interest (i.e. Shares) in multiple series. The Fund does not, and is not required to, hold annual shareholder meetings. OPERATING PROCEDURES As indicated above, the investment objectives and policies of the two Funds are substantially similar, although the Capital Growth Fund focuses on investments in companies with market capitalizations of at least $500 million. The risks associated with an investment in each Fund also are comparable, but for the risks associated with an investment in a non-diversified fund to which the Capital Growth Fund is subject and the risks associated with investments in foreign securities to which the Growth Fund is subject. 13 Based on its review of the investment portfolio of each Fund, the Advisor believes that most of the assets held by the Growth Fund are consistent with the investment strategies of the Capital Growth Fund and thus can be transferred to and held by the Capital Growth Fund if the Transaction is approved. If, however, the Growth Fund has any assets that may not be held by the Capital Growth Fund, those assets will be sold prior to the Transaction. The proceeds of such sales will be held in temporary investments or reinvested in assets that qualify to be held by the Capital Growth Fund. The possible need for the Growth Fund to dispose of assets prior to the Transaction could result in its selling securities at a disadvantageous time and its realizing losses that would otherwise not have been realized. Alternatively, these sales could result in the Growth Fund's realizing gains that otherwise would not have been realized, the net proceeds of which would be included in a taxable distribution to its shareholders prior to the Transaction. As discussed above, the Advisor serves as investment advisor to both Funds. After the Transaction, the Trustees and the Capital Growth Fund's distributor and other outside agents will continue to serve the Capital Growth Fund in their current capacities. SHARE CLASSES AND SALES CHARGES Each Fund offers three classes of Shares: Class A Shares, Class B Shares, and Trust Shares. Each Share class has its own fee structure, as described below, which is the same for both Funds. In some cases, a sales charge may not be assessed on purchases or sales of Shares. Investors should consult with their financial representatives to determine whether this may apply to them. o CLASS A SHARES may be appropriate for investors who prefer to pay a Fund's sales charges upfront. Class A Shares are subject to a maximum front-end sales charge of 5.50% of the offering price. The sales charge applicable to Class A Shares may be reduced or waived under certain circumstances as described in the AmSouth Funds Prospectus that accompanies this Combined Prospectus/Proxy Statement. Class A Shares also pay an annual shareholder servicing fee of .025% of average daily net assets. o CLASS B SHARES may be appropriate for investors who wish to avoid a front-end sales charge and put all the money invested to purchase Fund Shares immediately. Class B Shares automatically convert to Class A Shares of the same Fund after eight years from the end of the month of purchase. A contingent deferred sales charge ("CDSC") of up to 5% is imposed on redemptions of Class B Shares made within six years of purchase. The CDSC may be waived under certain circumstances as described in the AmSouth Funds Prospectus that accompanies this Combined Prospectus/Proxy Statement. For Class B Shares acquired in the combination of AmSouth Funds with ISG Funds, waivers are in place on the CDSC, charged if such Class B Shares are sold within six years of purchase, which will decline as follows: 4%, 3%, 3%, 2%, 2%, 1% to 0% in the seventh year. These Shares will automatically convert to Class A Shares of the same Fund after seven years from the end of the month of purchase. Class B Shares pay a 14 shareholder servicing fee of 0.25% of average daily net assets and a Rule 12b-1 fee of .075% of those assets. o TRUST SHARES may be purchased through procedures established by BISYS Fund Services, L.P., the distributor ("Distributor"), in connection with the requirements of fiduciary, advisory, agency, custodial, and other similar accounts maintained by or on behalf of customers of AmSouth Bank or one of its affiliates or other financial service providers approved by the Distributor. Investors may sell Trust Shares at any time. No sales charges or CDSCs are imposed on Trust Shares. Trust Shares pay a shareholder servicing fee of 0.15% of average daily net assets. THE FRONT-END SALES CHARGES AND CDSCS DESCRIBED ABOVE WILL NOT BE IMPOSED IN CONNECTION WITH THE ISSUANCE OF CAPITAL GROWTH FUND SHARES TO GROWTH FUND SHAREHOLDERS IN THE TRANSACTION. HOWEVER, WHERE APPLICABLE, THE CDSCS WILL APPLY ON REDEMPTION OF CAPITAL GROWTH FUND SHARES RECEIVED IN THE TRANSACTION AND THE FRONT-END SALES CHARGES WILL APPLY TO SUBSEQUENT PURCHASES OF CAPITAL GROWTH FUND SHARES. PURCHASE PROCEDURES Purchase orders for Shares of the Funds are executed at a per Share price equal to the NAV next determined after the purchase order is effective (plus any applicable sales charge). 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 and Class B accounts and $250 for Automatic Investment Plan accounts. The Funds have no subsequent minimum investment requirement for Class A and Class B accounts but impose a $50 subsequent minimum investment requirement on Automatic Investment Plan accounts. Purchases and redemptions of Fund Shares may be made on days on which the New York Stock Exchange ("NYSE") is open for trading ("Business Day"). EXCHANGE PRIVILEGE A shareholder may exchange the Shares of a Fund for Shares of the corresponding class of another series of AmSouth Funds, so long as the shareholder maintains the applicable minimum account balance and satisfies the minimum initial and subsequent investment requirements. A shareholder may convert his or her Class A Shares to Trust Shares of the same Fund if the shareholder becomes eligible to purchase Trust Shares. When converting Trust Shares of a Fund to Class A Shares of that Fund, the shareholder will be exempt from any applicable sales charge. However, a shareholder who exchanges Class A Shares of a Fund that has no sales charge or a lower sales charge for Class A Shares of another Fund with a higher sales charge will be required to pay the difference. The exchange privilege (including 15 automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders. Exchanges are made on the basis of the relative NAVs of the Shares exchanged plus any applicable sales charge. No transaction fees are currently charged for exchanges. Exchange privileges are available only in states where the Shares of a 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 will be realized. REDEMPTION PROCEDURES Each Fund redeems Shares at the NAV next determined after receipt by the Distributor of the redemption request. Redemptions will be made on any Business Day without charge. 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 redemption payments in securities rather than cash. If a shareholder's account balance falls below $50, a Fund may ask the shareholder to increase that balance. If the account balance remains below $50 after 60 days, the Fund may close the account and send the proceeds to the shareholder at the then-current NAV. NET ASSET VALUE The NAVs of the Funds' Shares are determined daily at the close of regular trading on the NYSE (normally as of 4:00 p.m.) Eastern time, each Business Day. In addition, each Fund may elect, in its discretion, if it is determined to be in its shareholders' best interests, to be open on days when the NYSE is closed due to an emergency. A shareholder's order for purchase, sale, or exchange of Shares is priced at the NAV next 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. DISTRIBUTIONS Each Fund distributes net investment income monthly and net realized capital gains at least once a year. Shareholders automatically receive all income dividends and capital gain distributions in additional full and fractional Shares of the same class at NAV, as of the date of payment, unless the shareholder has elected 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 NAV 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 dividends payable on Trust Shares of a Fund generally are more than the 16 dividends payable on Class A and Class B Shares of that Fund because of the distribution expenses charged to Class A and Class B Shares but not charged to Trust Shares. FEDERAL TAX CONSIDERATIONS Consummation of the Transaction is subject to the condition that AmSouth Funds receive an opinion of Kirkpatrick & Lockhart LLP, its counsel, 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 Fund or the shareholders of the Growth Fund. However, any sales of the Growth Fund's assets (described under "Operating Procedures" above) could result in the realization of net gains that would have to be distributed to, and thus taxed to, that Fund's shareholders. PERFORMANCE Management's discussion and analysis of performance for the Funds and the related performance information included in the most recent Annual Report to Shareholders of the Funds is provided in Appendix B. Financial highlights tables for the funds for the period ended January 31, 2002 are included in Appendix C. The table below compares the performance of the Shares of the Funds over time. Past performance does not indicate how a Fund will perform in the future. - ---------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDING FEBRUARY 28, 2002(1) - -------------------------------------------------------- --------------- --------------- ------------- --------------- 1-Year 3-Years 5-Years 10-Years - -------------------------------------------------------- --------------- --------------- ------------- --------------- GROWTH FUND(2) - -------------------------------------------------------- --------------- --------------- ------------- --------------- Class A Shares -26.17 -14.43 (with 5.50% sales charge) - -------------------------------------------------------- --------------- --------------- ------------- --------------- Class B Shares (with applicable CDSC)(3) -26.38 -14.07 - -------------------------------------------------------- --------------- --------------- ------------- --------------- Trust Shares -21.77 -12.60 - ---------------------------------------------------------------------------------------------------------------------- CAPITAL GROWTH FUND(4) - -------------------------------------------------------- --------------- --------------- ------------- --------------- Class A Shares (with 5.50% sales charge) -20.02 -5.55 7.48 10.28 - -------------------------------------------------------- --------------- --------------- ------------- --------------- Class B Shares (with applicable CDSC)(5) -20.13 -5.09 7.44 9.87 - -------------------------------------------------------- --------------- --------------- ------------- --------------- Trust Shares -15.18 -3.51 8.73 10.93 - -------------------------------------------------------- --------------- --------------- ------------- ---------------
(1) Assumes the reinvestment of dividends and other distributions. (2) The Growth Fund commenced operations on August 3, 1997. (3) Performance of the Class B Shares, which commenced operations on September 3, 1997, is based on the historical performance of the Class A Shares (without sales charge) prior to that date. The historical performance of the Class B Shares has been adjusted to reflect the higher distribution (12b-1) fees and the CDSC. 17 (4) The Capital Growth Fund commenced operations on April 1, 1996 through a transfer of assets from collective trust fund accounts managed by the Advisor, using materially equivalent investment objectives, policies and methodologies as the Fund. The quoted performance of the Fund includes the performance of these trust accounts for periods prior to the Fund's commencement of operations, as adjusted to reflect the expenses associated with the Fund. The trust accounts were not registered with the Securities and Exchange Commission and were not subject to the investment restrictions imposed by law on registered mutual funds. If these trust accounts had been registered, their returns may have been lower. (5) Performance of the Class B Shares, which commenced operations on February 5, 1998, is based on the historical performance of the Class A Shares (without sales charge) prior to that date. The historical performance of the Class B Shares has been adjusted to reflect the higher distribution (12b-1) fees and the CDSC. INFORMATION ABOUT THE TRANSACTION PLAN OF REORGANIZATION The Plan provides that on or about the Exchange Date (presently expected to be on or about June 14, 2002), the Capital Growth Fund will acquire all the Growth Fund's assets in exchange solely for Capital Growth Fund Shares and the Capital Growth Fund's assumption of all the Growth Fund's liabilities. The Growth Fund will then distribute those Shares to its shareholders, by class. Thus, shareholders of the Growth Fund will become shareholders of the corresponding class of the Capital Growth Fund as of the close of business on the Exchange Date. Immediately after the Transaction, each former Growth Fund shareholder will own Shares of the corresponding class of Capital Growth Fund equal in NAV to the aggregate NAV of that shareholder's Growth Fund Shares immediately before the Transaction. The Capital Growth Fund's NAV per Share will not change as a result of the Transaction. Thus, the Transaction will not result in a dilution of the interest of any Capital Growth Fund shareholder. The Growth Fund will be liquidated after the Transaction. The consummation of the Transaction is subject to a number of conditions set forth in the Plan, including the receipt of an opinion in form and substance satisfactory to AmSouth Funds, as described under the caption "Federal Income Tax Considerations" below. AmSouth Funds may terminate the Plan, and abandon the Transaction, before the Exchange Date at any time before or after approval by the Growth Fund's shareholders, if the Trustees believe that proceeding with the Transaction would be inadvisable for either Fund. In addition, the Plan may be amended in any manner, except that no amendment may be made subsequent to the Meeting that would have a material adverse effect on the Growth Fund's shareholders' interests. The Advisor will bear the expenses related to the Transaction. Those expenses will likely include legal fees, transfer taxes (if any), fees of banks and transfer agents, and the costs of preparing, printing, copying, and mailing proxy solicitation materials to the Growth Fund's shareholders and the costs of holding the Meeting. 18 The foregoing brief summary of the Plan is qualified in its entirety by the terms and provisions of the Plan, the form of which is attached hereto as Appendix A and incorporated herein by this reference. REASONS FOR THE TRANSACTION At meetings held on December 18, 2001, and March 19, 2002, the Trustees, including the Independent Trustees, unanimously determined that the Transaction would be in the best interests of each Fund and their existing shareholders. The Trustees also unanimously determined that the interests of such shareholders would not be diluted as a result of effecting the Transaction. At those meetings, all of the Trustees, including the Independent Trustees, unanimously approved the Transaction and recommended approval of the Plan. In particular, the Trustees determined that the proposed Transaction offers the following benefits: o Dilution: The Trustees were informed that the interests of the Funds' shareholders would not be diluted as a result of the proposed Transaction and that the Growth Fund shareholders would receive, in the aggregate, Shares of the Capital Growth Fund equal in value to the net value of the assets of the Growth Fund. o Similarity of Investment Objectives: The Growth Fund's investment objective, to seek long-term capital appreciation by investing in common stocks and securities convertible into common stocks, is substantially similar to that of the Capital Growth Fund, which seeks capital growth. o Expenses: The Trustees received information about the fees and expenses charged or to be charged, which showed that the Growth Fund shareholders who become Capital Growth Fund shareholders as a result of the proposed Transaction would be subject to fees and expenses that were lower than those they currently bear as shareholders of the Growth Fund. While this is presently the case, there was no guarantee that this would remain the case in the future. The Trustees also received information indicating that, for a short period of time, shareholders of the Capital Growth Fund may be subject to an increase in total operating expenses of up to 0.01% as a result of the Transaction. The Trustees determined that the potential economies of scale that may be realized by the Capital Growth Fund could offset this increase. o Performance: The Trustees received information relating to the performance of the Capital Growth Fund, both on an absolute basis and in comparison to relevant benchmarks and industry averages. The information showed that the long-term performance of the Capital Growth Fund has been superior to that of the Growth Fund. Of course, past performance does not predict future results. 19 o Assets: The Trustees were informed that, as of March 18, 2002, the Capital Growth Fund had net assets of approximately $318.63 million, compared with approximately $13.22 million in net assets for the Growth Fund. Former Growth Fund shareholders also could benefit from the resulting economies of scale attributable to the larger asset size of the Capital Growth Fund. o Tax-Free Nature of Transaction: The Trustees were informed that the proposed Transaction would be accomplished without resulting in the imposition of federal income tax on either Fund or their shareholders, except with respect to taxable distributions of net gains from sales described under "Operating Procedures," above. o Transaction Costs: The Trustees were informed of the Advisor's recommendation in favor of the Transaction and that the Advisor would bear the costs of the Transaction. THEREFORE, THE TRUSTEES UNANIMOUSLY APPROVED THE TRANSACTION AND RECOMMENDED THE APPROVAL OF THE PLAN BY THE GROWTH FUND SHAREHOLDERS AT THE MEETING. FEDERAL INCOME TAX CONSIDERATIONS The Transaction is intended to be a tax-free reorganization within the meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended ("Code"). AmSouth Funds will receive an opinion of Kirkpatrick & Lockhart LLP, its counsel, substantially to the following effect: (1) The Capital Growth Fund's acquisition of the Growth Fund's assets in exchange solely for Capital Growth Fund Shares and the Capital Growth Fund's assumption of the Growth Fund's liabilities, followed by the Growth Fund's distribution of those Shares PRO RATA to its shareholders constructively in exchange for their Growth Fund Shares, will qualify as a reorganization within the meaning of section 368(a)(1)(C) of the Code, and each Fund will be "a party to a reorganization" within the meaning of section 368(b) of the Code; (2) The Growth Fund will recognize no gain or loss on the transfer of its assets to the Capital Growth Fund in exchange solely for Capital Growth Fund Shares and the Capital Growth Fund's assumption of the Growth Fund's liabilities or on the subsequent distribution of those Shares to the Growth Fund's shareholders in constructive exchange for their Growth Fund Shares; (3) The Capital Growth Fund will recognize no gain or loss on its receipt of the Growth Fund's assets in exchange solely for the Capital Growth Fund's Shares and its assumption of the Growth Fund's liabilities; 20 (4) The Capital Growth Fund's basis in the Growth Fund assets it receives will be the same as the Growth Fund's basis therein immediately before the Transaction, and the Capital Growth Fund's holding period for those assets will include the Growth Fund's holding period therefor; (5) A Growth Fund shareholder will recognize no gain or loss on the constructive exchange of all of his or her Growth Fund Shares solely for Capital Growth Fund Shares pursuant to the Transaction; and (6) A Growth Fund shareholder's aggregate basis in the Capital Growth Fund Shares he or she receives in the Transaction will be the same as the aggregate basis in his or her Growth Fund Shares constructively surrendered in exchange for those Capital Growth Fund Shares, and his or her holding period for those Capital Growth Fund Shares will include his or her holding period for those Growth Fund Shares, provided the shareholder holds them as capital assets on the Exchange Date. The opinion may state that no opinion is expressed as to the effect of the Transaction on either Fund or any shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. The Capital Growth Fund's utilization after the Transaction of any pre-Transaction capital losses realized by the Growth Fund could be subject to limitation in future years under the Code. You should consult your tax adviser regarding the effect, if any, of the Transaction in light of your individual circumstances. Because the foregoing discussion only relates to the federal income tax consequences of the Transaction, you also should consult your tax adviser as to state and local tax consequences to you, if any, of the Transaction. DESCRIPTION OF THE SECURITIES TO BE ISSUED Shares of AmSouth Funds have no subscription or preemptive rights and only such conversion or exchange rights as the Trustees may grant in their discretion. Each Capital Growth Fund Share will be fully paid and nonassessable when issued, will be transferable without restriction, and will have no preemptive or conversion rights. Each shareholder is entitled to one vote per Share and a proportionate fractional vote for any fractional Share. The 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 each Fund are currently divided into three classes: Class A, Class B, and Trust Shares, which 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 its obligations. However, the Declaration of Trust disclaims shareholder liability for acts or obligations 21 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 any obligations of AmSouth Funds. Thus, the risk of a shareholder's 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 those circumstances is remote. As shareholders of the considerably larger Capital Growth Fund following the Transaction, the former shareholders of the Growth Fund will possess less proportional voting power when they vote separately as Capital Growth Fund shareholders, or shareholders of the classes thereof, than they had when they voted separately as shareholders of the smaller Growth Fund. CAPITALIZATION The following tables (UNAUDITED) set forth as of March 18, 2002, (i) the capitalization of the Growth Fund, (ii) the capitalization of the Capital Growth Fund, and (iii) pro forma capitalization of the Combined Fund. Growth Fund Capital Growth Fund ----------- ------------------- CLASS A CLASS B TRUST CLASS A CLASS B TRUST Net Assets($) 4,170,715 3,926,380 5,117,931 19,986,476 8,435,617 290,208,388 Shares 593,391 581,791 719,091 1,915,294 848,390 27,875,167 Net Asset Value per Share ($) 7.03 6.75 7.12 10.44 9.94 10.41
Combined Fund Pro Forma ----------------------- CLASS A CLASS B TRUST Net Assets($) 24,157,182 12,361,997 295,326,319 Shares 2,313,906 1,243,662 28,369,483 Net Asset Value per Share ($) 10.44 9.94 10.41 22 LEGAL MATTERS Certain legal matters concerning the issuance of Shares of the Capital Growth Fund as part of the Transaction, as well as certain legal matters concerning the tax consequences of the Transaction, will be passed upon by Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., Second Floor, Washington, D.C. 20036-1221. INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION This Combined Prospectus/Proxy Statement and the related Statement of Additional Information does 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 SAI, 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, files 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 and district offices: 3475 Lenox Road, N.E., Suite 1000, Atlanta, GA 30326-1232; 73 Tremont Street, Suite 600, Boston, MA 02108-3912; 175 West Jackson Boulevard, Suite 900, Chicago IL 60604; and 601 Walnut Street, Suite 1120E, 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. EXPERTS The audited financial statements of AmSouth Funds are incorporated by reference in the SAI. The financial statements have been audited by Ernst & Young LLP, independent accountants, whose report therein is also included in the AmSouth Funds' Annual Report to Shareholders for the fiscal year ended July 31, 2001. The financial statements audited by Ernst & Young have been incorporated by reference in the SAI in reliance on its report given on its authority as experts in auditing and accounting. SPECIAL MEETING OF SHAREHOLDERS VOTING INFORMATION Proxies will be solicited by and on behalf of the Trustees for use at the Meeting. The Meeting is to be held on May 31, 2002, at 10:00 a.m., Eastern time, at the office of the Distributor, 3435 Stelzer Road, Columbus, OH 43219. 23 This Combined Prospectus/Proxy Statement and the enclosed form of proxy are being mailed to shareholders on or about April 30, 2002. 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. The solicitation of proxies, the cost of which will be borne by the Advisor, will be made primarily by mail, but also may be made by telephone or oral communications by representatives of the Advisor, who will not receive any compensation for these activities from either Fund, or by Georgeson Shareholder, professional proxy solicitors, who will be paid fees and expenses of up to approximately $[ ] for soliciting services. If votes are recorded by telephone, the Advisor will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their Shares in accordance with their instructions, and to confirm that a shareholder' instructions have been properly recorded. Shareholders also may vote by mail or through a secure Internet site. Proxies voted by telephone or Internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked. Shareholders of record of each AmSouth Fund at the close of business on April 12, 2002, (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 and "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 and broker non-votes have the effect of a negative vote on the proposal. Only shareholders of record at the close of business on April 12, 2002, will be entitled to notice of and to vote at the meeting. Shareholders are entitled to one vote for each Share held and a fractional vote for each 24 fractional Share held. As of April 12, 2002, there was outstanding the following amount of Shares of the Class A, Class B and Trust Class of the Growth Fund: _______ Class A Shares _______ Class B Shares _______ Trust Shares As of April 12, 2002, the officers and Trustees, as a group, beneficially owned less than 1 % of the outstanding Shares of Class A, Class B, and Trust Shares of any series of AmSouth Funds. As of April 12, 2002, to the best of the knowledge of AmSouth Funds, the following shareholders owned beneficially or of record 5% or more of a class of either Fund: Percent of Ownership of Growth Fund Percent of Ownership of Capital ------------------------------------ -------------------------------- Name and Address Growth Fund - ---------------- ----------- ____ % (Class A Shares) ____ % (Class A Shares) ____ % (Class B Shares) ____ % (Class B Shares) ____ % (Trust Shares) ____ % (Trust Shares)
REQUIRED VOTE Approval of the Transaction requires the affirmative vote of a majority of all Shares voted on the Transaction. A shareholder of the Growth 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 Growth Fund Shares if the Transaction is consummated over his or her objection. However, Shares of the Growth Fund are redeemable for cash at their NAV on Business Days. The Growth Fund has been advised by AmSouth Bank that the Shares over which AmSouth Bank has discretionary voting power will be voted in accordance with instructions received from the beneficial owners of the Shares. AmSouth Bank or its delegate will vote Shares for which no instructions are received, and Shares for which instructions can not be obtained, in the same proportion as to which votes are cast by Growth Fund shareholders. In the event that this proposal is not approved by shareholders of the Growth Fund, the Growth Fund will continue to be managed in accordance with its current investment objectives and policies, and the Trustees may consider 25 alternatives in the best interests of the shareholders. However, if approval of the Plan is obtained, the reorganization of the Growth Fund will be consummated. 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 persons named in the enclosed form of proxy. THE BOARD OF TRUSTEES OF AMSOUTH FUNDS, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND APPROVAL OF THE PLAN OF REORGANIZATION 26 APPENDIX A FORM OF PLAN OF REORGANIZATION AND TERMINATION THIS PLAN OF REORGANIZATION AND TERMINATION ("Plan"), effective as of ________, 2002, is adopted by AmSouth Funds, a Massachusetts business trust ("Trust"), on behalf of AmSouth Capital Growth Fund ("Acquiring Fund") and AmSouth Growth Fund ("Target"), each a segregated portfolio of assets ("series") thereof. Acquiring Fund and Target are sometimes referred to herein individually as a "Fund" and collectively as the "Funds." Trust wishes to effect a reorganization described in section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended ("Code"), and intends this Plan to be, and adopts it as, a "plan of reorganization" within the meaning of the regulations under section 368 of the Code ("Regulations"). The reorganization will involve the transfer of Target's assets to Acquiring Fund in exchange solely for voting shares of beneficial interest in Acquiring Fund ("Acquiring Fund Shares") and Acquiring Fund's assumption of Target's liabilities, followed by the constructive distribution of those shares PRO RATA to the holders of shares of beneficial interest in Target ("Target Shares") in exchange therefor, all on the terms and conditions set forth herein. The foregoing transactions are referred to herein collectively as the "Reorganization." The Target Shares are divided into three classes, designated Class A, Class B, and Trust Shares ("Class A Target Shares," "Class B Target Shares," and "Trust Class Target Shares," respectively). The Acquiring Fund Shares also are divided into three classes, also designated Class A, Class B, and Trust Shares ("Class A Acquiring Fund Shares," "Class B Acquiring Fund Shares," and "Trust Class Acquiring Fund Shares," respectively). Each class of Acquiring Fund Shares is substantially similar to the corresponding class of Target Shares, I.E., the Funds' Class A, Class B, and Trust Class Shares correspond to each other. 1. PLAN OF REORGANIZATION AND TERMINATION 1.1. At the Closing (as defined in paragraph 3.1), Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 ("Assets") to Acquiring Fund. In exchange therefor, Acquiring Fund shall -- (a) issue and deliver to Target the number of full and fractional (rounded to the third decimal place) (i) Class A Acquiring Fund Shares determined by dividing the net value of Target (computed as set forth in paragraph 2.1) ("Target Value") attributable to the Class A Target Shares by the net asset value ("NAV") of a Class A Acquiring Fund Share (computed as set forth in paragraph 2.2), (ii) Class B Acquiring Fund Shares determined by dividing the Target Value attributable to the Class B Target Shares by the NAV of a Class B Acquiring Fund Share (as so computed), and (iii) Trust Class Acquiring Fund Shares determined by dividing the Target Value attributable to the Trust Class Target Shares by the NAV of a A-1 Trust Class Acquiring Fund Share (as so computed), and (b) assume all of Target's liabilities described in paragraph 1.3 ("Liabilities"). 1.2. The Assets shall include all cash, cash equivalents, securities, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on Target's books, and other property owned by Target at the Effective Time (as defined in paragraph 3.1). 1.3. The Liabilities shall include all of Target's liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time, and whether or not specifically referred to in this Plan. Notwithstanding the foregoing, Target agrees to use its best efforts to discharge all its known Liabilities before the Effective Time. 1.4. At or immediately before the Effective Time, Target shall declare and pay to its shareholders a dividend and/or other distribution in an amount large enough so that it will have distributed substantially all (and in any event not less than 90%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and substantially all of its realized net capital gain, if any, for the current taxable year through the Effective Time. 1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Fund Shares it received pursuant to paragraph 1.1 to its shareholders of record, determined as of the Effective Time (each a "Shareholder" and collectively "Shareholders"), in constructive exchange for their Target Shares. That distribution shall be accomplished by Trust's transfer agent's opening accounts on Acquiring Fund's share transfer books in the Shareholders' names and transferring those Acquiring Fund Shares thereto. Each Shareholder's account shall be credited with the respective PRO RATA number of full and fractional (rounded to the third decimal place) Acquiring Fund Shares due that Shareholder, by class (I.E., the account for a Shareholder of Class A Target Shares shall be credited with the respective PRO RATA number of Class A Acquiring Fund Shares due that Shareholder, the account for a Shareholder of Class B Target Shares shall be credited with the respective PRO RATA number of Class B Acquiring Fund Shares due that Shareholder, and the account for a Shareholder of Trust Class Target Shares shall be credited with the respective PRO RATA number of Trust Class Acquiring Fund Shares due that Shareholder). All outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target's share transfer books. Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 1.6. As soon as reasonably practicable after distribution of the Acquiring Fund Shares pursuant to paragraph 1.5, but in all events within six months after the Effective Time, Target shall be terminated as a series of Trust A-2 and any further actions shall be taken in connection therewith as required by applicable law. 1.7. Any reporting responsibility of Target to a public authority is and shall remain its responsibility up to and including the date on which it is terminated. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that of the registered holder on Target's books of the Target Shares constructively exchanged therefor shall be paid by the person to whom those Acquiring Fund Shares are to be issued, as a condition of that transfer. 2. VALUATION 2.1. For purposes of paragraph 1.1(a), Target's net value shall be (a) the value of the Assets computed as of the close of regular trading on the New York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"), using the valuation procedures set forth in its then-current prospectus and statement of additional information ("P/SAI"), less (b) the amount of the Liabilities as of the Valuation Time. 2.2. For purposes of paragraph 1.1(a), the NAV per share of each class of Acquiring Fund Shares shall be computed as of the Valuation Time, using the valuation procedures set forth in Acquiring Fund's then-current P/SAI. 2.3. All computations pursuant to paragraphs 2.1 and 2.2 shall be made by or under the direction of AmSouth Investment Management Company, LLC ("Advisor"). 3. CLOSING AND EFFECTIVE TIME 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at Trust's principal office on or about June 14, 2002, or at such other place and/or on such other date Trust determines. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time Trust determines ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of Target's net value and/or the NAV per share of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when that trading has been fully resumed and that reporting has been restored. 3.2. Trust's fund accounting and pricing agent shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to that information on Target's books immediately before the Closing. Trust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock A-3 transfer stamps, if any, have been paid or provision for payment has been made. Trust's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books and a confirmation, or other evidence satisfactory to Trust, that the Acquiring Fund Shares to be credited to Target at the Effective Time have been credited to Target's account on Acquiring Fund's books. 4. CONDITIONS PRECEDENT 4.1. Trust's obligation to implement this Plan on Acquiring Fund's behalf shall be subject to satisfaction of the following conditions at or before the Effective Time: 4.1.1. Target is a duly established and designated series of Trust; 4.1.2. At the Closing, Target will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer, and deliver the Assets free of any liens or other encumbrances (except securities that are subject to "securities loans" as referred to in section 851(b)(2) of the Code); and on delivery and payment for the Assets, Acquiring Fund will acquire good and marketable title thereto; 4.1.3. Target's current P/SAI conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended ("1933 Act"), and the Investment Company Act of 1940, as amended ("1940 Act"), and the rules and regulations thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 4.1.4. Target is not in violation of, and the adoption of this Plan and consummation of the transactions contemplated hereby will not conflict with or violate, Massachusetts law or any provision of Trust's Amended and Restated Declaration of Trust ("Declaration of Trust") or By-Laws or of any agreement, instrument, lease, or other undertaking to which Target is a party or by which it is bound or result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which Target is a party or by which it is bound; 4.1.5. All material contracts and other commitments of or applicable to Target (other than this Plan and investment contracts, including options, futures, and forward contracts) will be terminated, or provision for discharge of any liabilities of Target thereunder will be made, at or prior to the Effective Time, without either Fund's incurring any liability or penalty with respect thereto and without diminishing or releasing any rights Target may have had with respect to actions taken or omitted or to be taken by any other party thereto prior to the Closing; 4.1.6. No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or (to Trust's knowledge) threatened against Trust with respect to Target or A-4 any of its properties or assets that, if adversely determined, would materially and adversely affect Target's financial condition or the conduct of its business; and Trust knows of no facts that might form the basis for the institution of any such litigation, proceeding, or investigation and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially or adversely affects its business or its ability to consummate the transactions contemplated hereby; 4.1.7. Target incurred the Liabilities in the ordinary course of its business; 4.1.8. Target is a "fund" as defined in section 851(g)(2) of the Code; it qualified for treatment as a regulated investment company under Subchapter M of the Code ("RIC") for each past taxable year since it commenced operations and will continue to meet all the requirements for that qualification for its current taxable year; the Assets will be invested at all times through the Effective Time in a manner that ensures compliance with the foregoing; and Target has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it; 4.1.9. Target is not under the jurisdiction of a court in a "title 11 or similar case" (within the meaning of section 368(a)(3)(A) of the Code); 4.1.10. During the five-year period ending at the Effective Time, (a) neither Target nor any person "related" (as defined in section 1.368-1(e)(3) of the Regulations) to Target will have acquired Target Shares, either directly or through any transaction, agreement, or arrangement with any other person, with consideration other than Acquiring Fund Shares or Target Shares, except for shares redeemed in the ordinary course of Target's business as a series of an open-end investment company as required by section 22(e) of the 1940 Act, and (b) no distributions will have been made with respect to Target Shares, other than normal, regular dividend distributions made pursuant to Target's historic dividend-paying practice that qualify for the deduction for dividends paid (as defined in section 561 of the Code) referred to in sections 852(a)(1) and 4982(c)(1)(A) of the Code; 4.1.11. Not more than 25% of the value of Target's total assets (excluding cash, cash items, and U.S. government securities) is invested in the stock and securities of any one issuer, and not more than 50% of the value of such assets is invested in the stock and securities of five or fewer issuers; and 4.1.12. Target's federal income tax returns, and all applicable state and local tax returns, for all taxable years through and including the taxable year ended July 31, 2001, have been timely filed and all taxes payable pursuant to those returns have been timely paid. A-5 4.2. Trust's obligation to implement this Plan on Target's behalf shall be subject to satisfaction of the following conditions at or before the Effective Time: 4.2.1. Acquiring Fund is a duly established and designated series of Trust; 4.2.2. No consideration other than Acquiring Fund Shares (and Acquiring Fund's assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization; 4.2.3. The Acquiring Fund Shares to be issued and delivered to Target hereunder will have been duly authorized at the Effective Time and, when issued and delivered as provided herein, will be duly and validly issued and outstanding shares of Acquiring Fund, fully paid and non-assessable; 4.2.4. Acquiring Fund's current P/SAI conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 4.2.5. Acquiring Fund is not in violation of, and the adoption of this Plan and consummation of the transactions contemplated hereby will not conflict with or violate, Massachusetts law or any provision of the Declaration of Trust or Trust's By-Laws or of any agreement, instrument, lease, or other undertaking to which Acquiring Fund is a party or by which it is bound or result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which Acquiring Fund is a party or by which it is bound; 4.2.6. No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or (to Trust's knowledge) threatened against Trust with respect to Acquiring Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect Acquiring Fund's financial condition or the conduct of its business; and Trust knows of no facts that might form the basis for the institution of any such litigation, proceeding, or investigation and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially or adversely affects its business or its ability to consummate the transactions contemplated hereby; 4.2.7. Acquiring Fund is a "fund" as defined in section 851(g)(2) of the Code; it qualified for treatment as a RIC for each past taxable year since it commenced operations and will continue to meet all the requirements for such qualification for its current taxable year; it intends to continue to meet all such requirements for the next taxable year; and it has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it; A-6 4.2.8. Acquiring Fund has no plan or intention to issue additional Acquiring Fund Shares following the Reorganization except for shares issued in the ordinary course of its business as a series of an open-end investment company; nor does Acquiring Fund, or any person "related" (within the meaning of section 1.368-1(e)(3) of the Regulations) to Acquiring Fund, have any plan or intention to acquire -- during the five-year period beginning at the Effective Time, either directly or through any transaction, agreement, or arrangement with any other person -- with consideration other than Acquiring Fund Shares, any Acquiring Fund Shares issued to the Shareholders pursuant to the Reorganization, except for redemptions in the ordinary course of such business as required by section 22(e) of the 1940 Act; 4.2.9. Following the Reorganization, Acquiring Fund (a) will continue Target's "historic business" (within the meaning of section 1.368-1(d)(2) of the Regulations) and (b) will use a significant portion of Target's "historic business assets" (within the meaning of section 1.368-1(d)(3) of the Regulations) in a business; in addition, Acquiring Fund has no plan or intention to sell or otherwise dispose of any of the Assets, except for dispositions made in the ordinary course of that business and dispositions necessary to maintain its status as a RIC; 4.2.10. There is no plan or intention for Acquiring Fund to be dissolved or merged into another business trust or a corporation or any "fund" thereof (within the meaning of section 851(g)(2) of the Code) following the Reorganization; 4.2.11. Acquiring Fund does not directly or indirectly own, nor at the Effective Time will it directly or indirectly own, nor has it directly or indirectly owned at any time during the past five years, any shares of Target; 4.2.12. During the five-year period ending at the Effective Time, neither Acquiring Fund nor any person "related" (as defined in section 1.368-1(e)(3) of the Regulations) to Acquiring Fund will have acquired Target Shares with consideration other than Acquiring Fund Shares; 4.2.13. Immediately after the Reorganization, (a) not more than 25% of the value of Acquiring Fund's total assets (excluding cash, cash items, and U.S. government securities) will be invested in the stock and securities of any one issuer and (b) not more than 50% of the value of such assets will be invested in the stock and securities of five or fewer issuers; and 4.2.14. Acquiring Fund's federal income tax returns, and all applicable state and local tax returns, for all taxable years through and including the taxable year ended July 31, 2001, have been timely filed and all taxes payable pursuant to such returns have been timely paid. A-7 4.3. Trust's obligation to implement this Plan on each Fund's behalf shall be subject to satisfaction of the following conditions at or before the Effective Time: 4.3.1. Trust is a trust operating under a written declaration of trust, the beneficial interest in which is divided into transferable shares, that is duly organized and validly existing under the laws of the Commonwealth of Massachusetts; a copy of the Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts; Trust is duly registered as an open-end management investment company under the 1940 Act, and that registration is in full force and effect; and before January 1, 1997, Trust "claimed" classification for federal tax purposes as an association taxable as a corporation, and it has ever elected otherwise; 4.3.2. The fair market value of the Acquiring Fund Shares received by each Shareholder will be approximately equal to the fair market value of its Target Shares constructively surrendered in exchange therefor; 4.3.3. Its management (a) is unaware of any plan or intention of Shareholders to redeem, sell, or otherwise dispose of (i) any portion of their Target Shares before the Reorganization to any person "related" (within the meaning of section 1.368-1(e)(3) of the Regulations) to either Fund or (ii) any portion of the Acquiring Fund Shares they receive in the Reorganization to any person "related" (within such meaning) to Acquiring Fund, (b) does not anticipate dispositions of those Acquiring Fund Shares at the time of or soon after the Reorganization to exceed the usual rate and frequency of dispositions of shares of Target as a series of an open-end investment company, (c) expects that the percentage of Shareholder interests, if any, that will be disposed of as a result of or at the time of the Reorganization will be DE MINIMIS, and (d) does not anticipate that there will be extraordinary redemptions of Acquiring Fund Shares immediately following the Reorganization; 4.3.4. The Shareholders will pay their own expenses, if any, incurred in connection with the Reorganization; 4.3.5. The fair market value of the Assets on a going concern basis will equal or exceed the Liabilities to be assumed by Acquiring Fund and those to which the Assets are subject; 4.3.6. There is no intercompany indebtedness between the Funds that was issued or acquired, or will be settled, at a discount; 4.3.7. Pursuant to the Reorganization, Target will transfer to Acquiring Fund, and Acquiring Fund will acquire, at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, Target held immediately before the Reorganization. For the purposes of the foregoing, any amounts Target used to pay its Reorganization expenses and to make redemptions and distributions immediately before the Reorganization (except (a) A-8 redemptions in the ordinary course of its business required by section 22(e) of the 1940 Act and (b) regular, normal dividend distributions made to conform to its policy of distributing all or substantially all of its income and gains to avoid the obligation to pay federal income tax and/or the excise tax under section 4982 of the Code) will be included as assets held thereby immediately before the Reorganization; 4.3.8. None of the compensation received by any Shareholder who is an employee of or service provider to Target will be separate consideration for, or allocable to, any of the Target Shares that Shareholder held; none of the Acquiring Fund Shares any such Shareholder receives will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service agreement; and the consideration paid to any such Shareholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services; 4.3.9. Immediately after the Reorganization, the Shareholders will not own shares constituting "control" (within the meaning of section 304(c) of the Code) of Acquiring Fund; 4.3.10. Neither Fund will be reimbursed for any expenses incurred by it or on its behalf in connection with the Reorganization unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) ("Reorganization Expenses"); 4.3.11. The aggregate value of the acquisitions, redemptions, and distributions limited by paragraphs 4.1.10, 4.2.8, and 4.2.12 will not exceed 50% of the value (without giving effect to such acquisitions, redemptions, and distributions) of the proprietary interest in Target at the Effective Time; 4.3.12. Trust has called a special meeting of Target's shareholders ("Meeting") to consider and act on this Plan and to take all other action necessary to obtain their approval, to the extent same is required, of the transactions contemplated herein. 4.3.13. This Plan has been duly authorized by all necessary action on the part of Trust's board of trustees, which has made the determinations required by Rule 17a-8(a) under the 1940 Act; and, subject to Target's shareholders' approval in accordance with the Declaration of Trust and Trust's By-Laws and applicable law, this Plan constitutes a valid and legally binding obligation of each Fund, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors' rights and by general principles of equity; 4.3.14. No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended ("1934 Act"), or the 1940 Act for Trust's adoption of A-9 this Plan, except for (a) the filing with the Securities and Exchange Commission ("SEC") of a registration statement by Trust on Form N-14 relating to the Acquiring Fund Shares issuable hereunder, and any supplement or amendment thereto ("Registration Statement"), including therein a prospectus and proxy statement ("Prospectus/Proxy Statement"), and (b) such consents, approvals, authorizations, and filings as have been made or received or as may be required subsequent to the Effective Time; 4.3.15. On the effective date of the Registration Statement, at the time of the Meeting, and at the Effective Time, the Prospectus/Proxy Statement will (a) comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations thereunder and (b) not 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, in light of the circumstances under which they were made, not misleading; 4.3.16. All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and the SEC shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) Trust deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on the assets or properties of either Fund; 4.3.17. At the Effective Time, no action, suit, or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the transactions contemplated hereby; and 4.3.18. Trust shall have received an opinion of Kirkpatrick & Lockhart LLP ("Counsel"), addressed to and in form and substance reasonably satisfactory to it, as to the federal income tax consequences mentioned below ("Tax Opinion"). In rendering the Tax Opinion, Counsel may assume satisfaction of all the conditions set forth in this paragraph 4, may treat them as representations and warranties Trust made to Counsel, and may rely as to factual matters, exclusively and without independent verification, on such representations and warranties. The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes: A-10 (a) Acquiring Fund's acquisition of the Assets in exchange solely for Acquiring Fund Shares and Acquiring Fund's assumption of the Liabilities, followed by Target's distribution of those shares PRO RATA to the Shareholders constructively in exchange for their Target Shares, will qualify as a reorganization within the meaning of section 368(a)(1)(C) of the Code, and each Fund will be "a party to a reorganization" within the meaning of section 368(b) of the Code; (b) Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund's assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in constructive exchange for their Target Shares; (c) Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities; (d) Acquiring Fund's basis in the Assets will be the same as Target's basis therein immediately before the Reorganization, and Acquiring Fund's holding period for the Assets will include Target's holding period therefor; (e) A Shareholder will recognize no gain or loss on the constructive exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization; and (f) A Shareholder's aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Target Shares, provided the Shareholder held them as capital assets at the Effective Time. Notwithstanding subparagraphs (b) and (d), the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. 5. TERMINATION AND AMENDMENT OF PLAN 5.1. Trust's trustees may terminate this Plan and abandon the Reorganization at any time before the Effective Time if circumstances develop that, in their judgment, make proceeding with the Reorganization inadvisable for either Fund. 5.2. Trust's trustees may amend, modify, or supplement this Plan at any time in any manner, notwithstanding Target's shareholders' approval thereof; provided that, following such approval no such amendment, modification, or supplement shall have a material adverse effect on the Shareholders' interests. A-11 6. MISCELLANEOUS 6.1. This Plan shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 6.2. The Advisor will bear all the Reorganization Expenses. 6.3. Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the Funds and their respective successors and assigns any rights or remedies under or by reason of this Agreement. 6.4. Notice is hereby given that this instrument is adopted on behalf of Trust's trustees solely in their capacities as trustees, and not individually, and that Trust's obligations under this instrument are not binding on or enforceable against any of its trustees, officers, or shareholders or any series of Trust other than the Funds but are only binding on and enforceable against the respective Funds' property. Each Fund, in asserting any rights or claims under this Agreement, shall look only to the other Fund's property in settlement of such rights or claims and not to such trustees, officers, or shareholders. A-12 APPENDIX B MANAGEMENT DISCUSSION OF FUNDS' PERFORMANCE The following information was provided by the Annual Report to Shareholders of AmSouth Funds ("Annual Report") for the period ended July 31, 2001. The Management Discussion found in the Annual Report is as follows: AMSOUTH GROWTH FUND PORTFOLIO MANAGER Dennis A. Johnson, CFA President and Chief Investment Officer, Peachtree Asset Management (sub-advisor) Dennis has a B.S. in economics and an M.S. in finance. His 20 years of investment experience are backed by an investment team with an average of 11 years experience. PORTFOLIO MANAGER'S PERSPECTIVE "The AmSouth Growth Fund uses a well defined and rigorously proven investment process to select domestic large capitalization growth stocks. We buy companies we feel can sustain above average growth in operating earnings per share. We sell a stock when we feel it is overvalued or when it experiences sustained deterioration in its earnings or fundamentals." Q. HOW DID THE FUND PERFORM DURING THE PERIOD? A. For the 12 months ended July 31, 2001, the Fund produced a total return of - -32.44% (Class A Shares at NAV). In comparison, the S&P 500 Index produced a - -14.32% return. Q. WHAT FACTORS AFFECTED YOUR PERFORMANCE? A. The past year was difficult for the market in general, and especially tough on growth stocks. The Fund's performance was hurt by three sectors in particular: consumer cyclicals, financials, and technology. Each area had a significant, negative impact on our portfolio, which offset the success we enjoyed from our health care, utility and consumer staples holdings. We are, however, long-term investors with investment horizons that stretch out three to five years, and longer. With this in mind, we have viewed selected declines in the market as excellent buying opportunities; we continue to seek out attractive companies in industries that have been beaten down in recent months. Specifically, we think technology continues to be an area that remains high on our list. We are positioning the technology portion of the portfolio to capitalize on what we anticipate to be the next move. B-1 It is also important to point out that our investments in technology, as well as in other sectors, are extremely diversified. We have exposure to semiconductor, software, network and Internet-related companies. The same broad diversification is evident in our financial holdings, which include brokerage companies, regional banks, money center banks and credit card companies. As of July 31, 2001, the Fund's top five holdings were MBNA Corp. (3.30% of net assets), Boeing Co. (3.23%), AOL-Time Warner, Inc. (3.20%), Capital One Financial Corp. (3.10%). And Lehman Brothers Holdings, Inc., (2.65%).++ Q. WHAT IS YOUR OUTLOOK FOR THE NEXT SIX TO 12 MONTHS? A. Going forward, we believe the market will do better than it did over the last 12 months. Obviously, there is a great deal of pessimism among many investors related to the economic environment and corporate profits; these concerns are no surprise to anyone, in light of the Fed's tightening throughout 2000. However, at some point in the near future, we will look back at this particular juncture and realize that circumstances were not as dire as stock prices are suggesting. We anticipate that the economic backdrop should improve; and the liquidity that is being provided by the Fed could help the domestic economy. This should be positive for stocks in general, and we believe that the areas of the market on which we are focusing have the opportunity to do well. VALUE OF A $10,000 INVESTMENT AmSouth AmSouth AmSouth Growth Fund Growth Fund Growth Fund S&P 500 (Class a Shares) (Class B Shares) (Trust Shares) Stock Index -------------- ---------------- -------------- ----------- DATE - ---- The Class B contingent deferred sales charge (CDSC) is not included in the above graph, since the performance is for more than six years and the CDSC would no longer apply. - ----------------------- ++ The Fund's portfolio composition is subject to change. B-2 AVERAGE ANNUAL TOTAL RETURN As of Inception 1 5 10 July 31, 2001 Date Year Year Year A Shares* 8/3/97 -36.16% N/A N/A B Shares** 9/3/97(1) -35.54% N/A N/A Trust Shares 9/2/97(1) -32.32% N/A N/A ** Reflects 5.50% sales charge. ** Reflects applicable contingent deferred sales charge. The chart above represents a comparison of a hypothetical $10,000 investment from August 3, 1997 to July 31, 2001 in the indicated share class, versus a similar investment in the Fund's benchmark, and represents the reinvestment of dividends and capital gains in the Fund. The performance of the AmSouth Growth Fund is measured against the S&P 500 Stock Index, 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 fees. The Fund's performance does reflect the deduction of fees for these value-added services. Investors cannot invest directly in an index, although they can invest in its underlying securities. During the period shown, the Advisor waived and/or reimbursed fees for various expenses. Had these waivers not been in effect, performance quoted would have been lower. (1) Performance for the Class B and Trust Shares, which commenced operations on September 3, 1997 and September 2, 1997, respectively, are based on the historical performance of the Class A (without sales charge) prior to that date. The performance of the Class B Shares has been adjusted to reflect the higher I2b-1 fees and the contingent deferred sales charge (CDSC). 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. AMSOUTH CAPITAL GROWTH FUND PORTFOLIO MANAGER Charles E. Winger, Sr., CFA Senior Vice President AmSouth Bank AmSouth Investment Management Company, LLC B-3 Charley has more than 30 years of investment management experience. He earned a Chartered Financial Analyst designation and holds his M.B.A. and B.A. in psychology from the University of Tennessee. PORTFOLIO MANAGER'S PERSPECTIVE "As a growth-oriented fund, the Capital Growth Fund focuses on industry leaders with high earnings per share. We generally look for annual earnings growth of 15% of higher. After identifying strong themes, such as technology or health care, we select companies that have financial strength, good return on equity, reasonable debt-to-equity ratios and strong revenue growth. We apply sell discipline through price targets and downside alerts." Q. HOW DID THE FUND PERFORM DURING THE PERIOD? A. For the 12 months ended July 31, 2001, the Fund's total return was -21.27% (Class A Shares at NAV). In comparison, the S&P 500 Stock Index produced a - -14.32% return and the Lipper Growth Funds Index returned -22.92%.+ Q. WHAT FACTORS AFFECTED YOUR PERFORMANCE? Several factors affected our performance: On one side was the disaster in technology and telecommunication stocks, and on the other side, most sectors - apart from technology and telecommunications - produced a modestly positive return. Not surprisingly, what hurt the Fund was our weighting in technology. At the end of the period, we were overweighted in technology; this reflected our growth style of investing and our belief that select technology issues offer attractive, long-term potential. On the positive side, the Fund profited from overweightings in the health-care, capital industrials and consumer discretionary (specialty retail) names. Those areas did well for us during the period. As of July 31, 2001, the Fund's top five holdings were Pfizer, Inc. (2.90% of net assets), Forest Laboratories, Inc. (2.88%), Cardinal Health, Inc. (2.81%), Citigroup, Inc. (2.68%) and Stryker Corp. (2.65%).++ Q. WHAT IS YOUR OUTLOOK FOR THE NEXT SIX TO 12 MONTHS? A. We are optimistic. The conditions we see in the stock market today are completely opposite to what we had twelve months ago. First, instead of higher interest rates in our faces, we have significantly lower rates, which should stimulate the economy and lead to higher stock prices. Second, a year ago, a tax - --------------------- + The Lipper Growth Funds Index consists of managed mutual funds that normally invest in companies with long-term earnings expected to grow significantly faster than the earnings of the stocks represented in the major unmanaged stock indices. +The Capital Growth Fund's portfolio composition is subject to change.+ B-4 cut was only a possibility, and now we have it. And third, energy prices are much lower than they were in the summer of 2000; the reduction in energy prices is like putting money in the consumer's pocket. The weakness in the economy has been confined pretty much to the manufacturing sector, specifically technology. The consumer has been holding up well, continuing to spend. We believe consumer spending will remain strong, particularly with the tax cut proceeds now available for spending. By year-end, we expect to see firm evidence of an economic recovery, though the technology sector might take another six months to get back on track. VALUE OF A $10,000 INVESTMENT AmSouth AmSouth AmSouth Capital Growth Fund Capital Growth Fund Capital Growth Fund S&P 500 Lipper Capital DATE (CLASS A SHARES)* (CLASS B SHARES) (TRUST SHARES) STOCK INDEX APPRECIATION INDEX
The Class B contingent deferred sales charge (CDSC) is not included in the above graph, since the performance is for more than six years and the CDSC would no longer apply. AVERAGE ANNUAL TOTAL RETURN As of July 31, 2001 Inception 1 5 10 Date Year Year Year Class A Shares* 4/1/96(1) -25.59% 13.51% 11.93% Class B Shares** 2/5/98(2) -25.37% 13.46% 11.49% Trust Shares 2/5/98(2) -21.11% 14.80% 12.57%
** Reflects 5.50% sales charge. ** Reflects applicable contingent deferred sales charge. The chart above represents a comparison of a hypothetical $10,000 investment from July 31, 1991 to July 31, 2001 in the indicated share class, versus a similar investment in the Fund's benchmark, and represents the reinvestment of dividends and capital gains in the Fund. The performance of the AmSouth Capital Growth Fund is measured against the S&P 500 Stock Index, an unmanaged index generally representative of the U.S. stock market as a whole. The index does not reflect the deduction of fees associated B-5 with a mutual fund, such as investment management fees. The Fund's performance does reflect the deduction of fees for these value added services. Investors cannot invest directly in an index, although they can invest in its underlying securities. During the period shown, the Advisor waived and/or reimbursed fees for various expenses. Had these waivers not been in effect, performance quoted would have been lower. (1) The ISG Capital Growth Fund commenced operations on April 1, 1996, through a transfer of assets from certain collective trust fund ("commingled") accounts managed by First American National Bank, using substantially the same investment objective, policies and methodologies as the Capital Growth Fund. The quoted performance of the Capital Growth Fund includes performance of the commingled accounts for the period dating back to 7/31/91, and prior to the mutual fund's commencement of operations, as adjusted to reflect the expenses associated with the Capital Growth Fund. The commingled accounts were not registered with the Securities and Exchange Commission and, therefore, were not subject to the investment restrictions imposed by law on registered mutual funds. If the commingled accounts had been registered, the commingled accounts' performance may have been adversely affected. (2) Performance for the Class B and Trust Shares, which commenced operations on February 5, 1998 and October 3, 1997, respectively, are based on the historical performance of the Class A (without sales charge) prior to that date. The performance of the Class B Shares has been adjusted to reflect the higher I2b-1 fees and the contingent deferred sales charge (CDSC). 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. B-6 APPENDIX C FINANCIAL HIGHLIGHTS The following information was provided by the Semi-Annual Report to Shareholders ("Semi-Annual Report") for the period ended January 31, 2002 (unaudited). The Financial Highlights for the AmSouth Growth Fund and the AmSouth Capital Growth Fund found in the Semi-Annual Report is as follows: C-1 AMSOUTH FUNDS STATEMENT OF ADDITIONAL INFORMATION This Statement of Additional Information contains information that may be of interest to investors but that is not included in the Combined Prospectus/Proxy Statement (the "Prospectus") of the AmSouth Growth Fund dated April [ ], 2002, relating to the transfer of assets and liabilities from the AmSouth Growth Fund to the AmSouth Capital Growth Fund. The Statement of Additional Information for AmSouth Funds dated December 1, 2001, as supplemented on February 8, 2002 ("AmSouth Funds SAI"), the AmSouth Funds' Annual Report to Shareholders for the period ended July 31, 2001 ("AmSouth Funds Annual Report") and the AmSouth Funds' Semi-Annual Report to Shareholders for the period ended January 31, 2002 (AmSouth Funds Semi-Annual Report"), have been filed with the Securities and Exchange Commission and are 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, AmSouth Funds SAI, AmSouth Funds Annual Report, and AmSouth Funds Semi-Annual Report. This Statement of Additional Information should be read in conjunction with that Prospectus, AmSouth Funds SAI, AmSouth Funds Annual Report, and AmSouth Funds Semi-Annual Report. A copy of the Prospectus, AmSouth Funds SAI, AmSouth Funds Annual Report, and AmSouth Funds Semi-Annual Report may be obtained, without charge, by writing AmSouth Funds, 3435 Stelzer Road, Columbus, OH 43219 or by calling 1-800-451-8382. Proforma financial statements for the Capital Growth Fund are not included herein because the net asset value of the Growth Fund did not exceed ten percent of the net asset value of the Capital Growth Fund on March 18, 2002. Audited financial statements for the AmSouth Growth Fund and the AmSouth Capital Growth Fund for the period ended July 31, 2001 are contained in the AmSouth Funds Annual Report to Shareholders, filed with the SEC on September 28, 2001, EDGAR Accession Number 0001045969-01-501180. Unaudited financial statements for the Funds for the period ended January 31, 2001 are contained in the AmSouth Funds Semi-Annual Report filed with the SEC on [ ], 2002, EDGAR Accession Number [ ]. The date of this Statement of Additional Information is April [ ], 2002. AMSOUTH FUNDS Part C Item 15. Indemnification - -------- --------------- The information required by this item is incorporated by reference to Item 25 of Post-Effective Amendment No. 36 to the Registrant's Registration Statement on Form N-1A (File No. 33-21660) under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (File No. 811-5551). Item 16. Exhibits - -------- -------- (1) Amended and Restated Declaration of Trust of the Registrant, dated as of November 23, 1999 (filed herewith). (2) (a) Bylaws of the Registrant (filed herewith). (b) Amendment No. 1 to the Registrant's Bylaws (filed herewith). (3) Voting trust agreement - none. (4) Form of Plan of Reorganization and Termination is filed herewith as Appendix A to Part A (Combined Prospectus/Proxy Statement) of this Registration Statement. (5) Provisions of instruments defining the rights of holders of securities are contained in Articles III, IV, VI, VIII and IX of the Registrant's Amended and Restated Declaration of Trust and Articles 9 and 11 of the Registrant's Bylaws. (6) (a) Investment Advisory Agreement dated as of May 12, 2001 between the Registrant and AmSouth Investment Management Company, LLC ("AIMCO").(1) (b) Investment Sub-Advisory Agreement dated May 12, 2001 between AIMCO and Peachtree Asset Management.(1) (c) Investment Sub-Advisory Agreement dated as of May 12, 2001 between AIMCO and Five Points Capital Investment Advisors.(1) (7) (a) Distribution Agreement dated as of July 16, 1997 between the Registrant and BISYS Fund Services, Limited Partnership.(2) (b) Amended Schedules A, B, C and D dated November 23, 1999 to the Distribution Agreement between the Registrant and BISYS Fund Services Limited Partnership. (3) (c) Dealer Agreement between The Winsbury Company and AmSouth Investment Services, Inc. (to be filed). (d) Dealer Agreement between The Winsbury Company and National Financial Services Corporation (to be filed). (e) Dealer Agreement between The Winsbury Company and AmSouth Bank N.A. (to be filed). (8) Copies of all bonus, profit sharing, pension or other similar contracts - none. (9) (a) Custodian Agreement dated as of April 17, 1997 between the Registrant and AmSouth Bank. (4) (b) Amended Schedule A dated March 13, 2000 to the Custodian Agreement between Registrant and AmSouth Bank. (3) (10) (a) Form of Distribution and Shareholder Services Plan between the Registrant and BISYS Funds Services, Inc.(5) (b) Multiple Class Plan for AmSouth Funds adopted by the Board of Trustees on December 6, 1995, as amended and restated as of November 23, 1999. (3) (11) Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the shares being registered (filed herewith). (12) Opinion of Kirkpatrick & Lockhart LLP regarding certain tax matters (to be filed). (13) (a) Transfer Agency and Shareholder Service Agreement dated as of November 23, 1999 between the Registrant and BISYS Fund Services, Inc. (3) (b) Management and Administration Agreement dated as of November 23, 1999 between the Registrant and ASO Services Company and AmSouth Bank. (3) (c) Sub-Administration Agreement dated as of November 23, 1999 between ASO Services Company and AmSouth Bank. (3) (d) Sub-Administration Agreement dated as of November 23, 1999 between ASO Services Company and BISYS Fund Services, Inc. (3) (e) Fund Accounting Agreement dated as of November 23, 1999 between the Registrant and ASO Services Company, Inc. (3) (f) Shareholder Servicing Plan for AmSouth Mutual Funds adopted by the Board of Trustees on December 6, 1995. (6) (g) Amended Schedule I dated March 13, 2000 to the Shareholder Servicing Plan. 3 (h) Model Shareholder Servicing Agreement for AmSouth Mutual Funds adopted by the Board of Trustees on December 6, 1995. 6 (14) Consent of Ernst & Young LLP (filed hereiwth). (15) Financial statements omitted from Part B - none. (16) Powers of Attorney (filed herewith). (17) Additional Exhibits (a) Proxy Card (filed herewith). - --------------- (1.) Incorporated by reference from the Registrant's Post-Effective Amendment No. 35 to its Registration Statement on Form N-1A filed with the Securities and Exchange Commission on September 28, 2001. (2.) Incorporated by reference from the Registrant's Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A filed with the Securities and Exchange Commission on August 27, 1997. (3.) Incorporated by reference from the Registrant's Post-Effective Amendment No. 32 to its Registration Statement on Form N-1A filed with the Securities and Exchange Commission on March 13, 2000. (4.) Incorporated by reference from the Registrant's Post-Effective Amendment No. 23 to its Registration Statement on Form N-1A filed with the Securities and Exchange Commission on July 3, 1997. (5.) Incorporated by reference from the Registrant's Post-Effective Amendment No. 33 to its Registration Statement on Form N-1A filed with the Securities and Exchange Commission on September 29, 2000. (6.) Incorporated by reference from the Registrant's Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A filed with the Securities and Exchange Commission on January 31, 1996. Item 17. Undertakings - -------- ------------ (1) The undersigned Registrant agrees that prior to any public re-offering 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 of 1933, as amended, the re-offering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned 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 Securities Act of 1933 Act, as amended, 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. SIGNATURES As required by the Securities Act of 1933, as amended, this Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Washington, District of Columbia on this 21st day of March, 2002. AMSOUTH FUNDS By: /s/ J. David Huber ** ------------------------ J. David Huber, Chairman Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date - ---------- ----- ---- /s/ J.David Huber ** Chairman March 21, 2002 - -------------------------- J. David Huber /s/ John F. Calvano ** President March 21, 2002 - -------------------------- John F. Calvano /s/ Charles L. Booth** Treasurer March 21, 2002 - -------------------------- and Principal Financial Charles L. Booth Officer /s/ James H. Woodward, Jr. ** Trustee March 21, 2002 - ----------------------------- James H. Woodward, Jr. /s/ Homer H. Turner, Jr.** Trustee March 21, 2002 - ----------------------------- Homer H. Turner, Jr. /s/ Wendell D. Cleaver** Trustee March 21, 2002 - ----------------------------- Wendell D. Cleaver /s/ Dick D. Briggs, Jr.** Trustee March 21, 2002 - ----------------------------- Dick D. Briggs, Jr. /s/ Norma A. Coldwell** Trustee March 21, 2002 - ----------------------------- Norma A. Coldwell - ----------------------------- Trustee Phil Farley **Signed by Kathy Kresch Ingber, Attorney-In-Fact pursuant to Powers of Attorney filed herewith EXHIBIT INDEX (1) Amended and Restated Declaration of Trust of the Registrant, dated as of November 23, 1999. (2) (a) Bylaws of the Registrant. (b) Amendment No. 1 to the Registrant's Bylaws. (11) Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the shares being registered. (14) Consent of Ernst & Young LLP. (16) Powers of Attorney. (17) (a) Proxy Card. EX-99.1 3 a492621.txt EXHIBIT 99.1 (DECLARATION OF TRUST) Exhibit 1 AMENDED AND RESTATED DECLARATION OF TRUST AMSOUTH MUTUAL FUNDS This Amended Declaration of Trust made as of November 23, 1999, hereby amends and restates in its entirety the Declaration of Trust dated October 1, 1987 (as amended) by the Trustees hereunder (the "Trustees') and by the holders of Shares of beneficial interest to be issued hereunder as hereinafter provided. WITNESSETH that WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coining into their hands as trustees of a Massachusetts voluntary association with transferable shares in accordance with the provisions hereinafter set forth. NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the pro rata benefit of the holders from time to time of Shares in this Trust as hereinafter set forth. ARTICLE I Name and Definitions NAME Section 1. This Trust shall be known as "AmSouth Funds", and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. DEFINITIONS Section 2. Whenever used herein, unless otherwise required, the context or specifically provided (a) The "Trust" refers to the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time; (b) "Trustees" refers to the Trustees of the Trust named herein or elected in accordance with Article IV; (c) "Shares" means the equal proportionate transferable units of interest into which the beneficial interest in the Trust shall be divided from time to time or, if more than one series of Shares is authorized by the Trustees, the equal proportionate transferable units into which each series of Shares shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; (e) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time; (f) The terms "Affiliated Person", "Assignment", "Commission", "Interested Person", "Principal Underwriter" and "Majority Shareholder Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable) shall have the meanings given them in the 1940 Act; (g) "Declaration of Trust" shall mean this Agreement and Declaration of Trust as amended or restated from time to time; and (h) "Bylaws" shall mean the Bylaws of the Trust as amended from time to time. ARTICLE II Purpose of Trust The purpose of the Trust is to provide investors a managed investment primarily in securities and debt instruments and to carry on such other business as the Trustees may from time to time determine pursuant to their authority under this Declaration of Trust. ARTICLE III Shares DIVISION OF BENEFICIAL INTEREST Section 1. The Shares of the Trust shall be issued in one or more series as the Trustees may, without shareholder approval, authorize. Each series shall be preferred over all other series in respect of the assets allocated to that series. Each series may be divided into two or more classes, as the Trustees may, without shareholder approval, authorize. The beneficial interest in each series shall be divided into Shares, with a par value $0.0000l. Unless the Trustees have authorized the issuance of Shares of a series in two or more classes, each Share of a series shall represent an equal proportionate interest in the series with each other Share of the same series, none having priority or preference over another. If the Trustees have authorized the issuance of Shares of a series in two or more classes, then the classes may have such variations as to dividend, redemption, and voting rights, net asset values, expenses borne by the classes, and other matters as the Trustees have authorized. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the Shares of any series or of any class of a series into a greater or lesser number without thereby changing the proportionate beneficial interests in the series. 2 OWNERSHIP OF SHARES Section 2. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each series and as to the number of Shares of each series held from time to time by each Shareholder. INVESTMENT IN THE TRUST Section 3. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they from time to time authorize. All consideration received by the Trust for the issue or sale of Shares of each series, together with all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the series of Shares with respect to which the same were received by the Trust for all purposes, subject only to the rights of creditors, and shall be so handled upon the books of account of the Trust and are herein referred to as "assets of" such series 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. 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. 3 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 or she 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 or her 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 or her resignation or removal, or any right to damages on account of such removal. EFFECT OF DEATH, RESIGNATION, ETC., OF A TRUSTEE Section 2. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. POWERS Section 3. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility. Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders; they may enlarge or reduce their number, may fill vacancies in their number, including vacancies caused by enlargement of their number, and may remove Trustees with or without cause; they may elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees including an executive committee which may, when the Trustees are not in session, exercise some or all of the power and authority of the Trustees as the Trustees may determine; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matters, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian or underwriter. 4 Without limiting the foregoing, the Trustees shall have power and authority: (a) To invest, and reinvest cash, and to hold cash uninvested; (b) To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust: (c) To act as a distributor of shares and as underwriter of, or broker or dealer in, securities or other property; (d) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (e) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities: (f) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise; (g) To allocate assets, liabilities and expenses of the Trust to a particular series of Shares or to apportion the same among two or more series, provided that any liabilities or expenses incurred by a particular series of Shares shall be payable solely out of the assets of that series. (h) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust; (i) To join with other security holders in acting through a committee depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (j) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes; (k) To enter into joint ventures, general or limited partnerships and any other combinations or associations; 5 (l) To borrow funds; (m) To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations: (n) To purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence whether or not the Trust would have the power to indemnify such person against such liability; (o) To pay pensions for faithful service, as deemed appropriate by the Trustees and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; and (p) To engage in any other lawful act or activity in which corporations organized under the Massachusetts Business Corporation Law may engage. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by trustees. Except as otherwise provided herein or from time to time in the Bylaws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. or by written consents of a majority of the Trustees then in office. PAYMENT OF EXPENSES BY TRUST Section 4. The Trustees are authorized to pay or to cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, in connection with the management thereof, or in connection with the financing of the sale of Shares, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officer's, employees, any 6 investment adviser, sub-adviser, principal underwriter, auditor, counsel, custodian, sub-custodian, transfer agent, administrator, sub-administrator, distributor, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, provided, however, that all expenses, fees, charges, taxes and liabilities incurred or arising in connection with, a particular series of Shares as determined by the Trustees, shall be payable solely out of the assets of that series. OWNERSHIP OF ASSETS OF THE TRUST Section 5. Title to all of the assets of each series of Shares and of the Trust shall at all times be considered as vested in the Trustees. 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 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, 7 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. 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 VI Distributions, Redemptions and Repurchases DISTRIBUTIONS Section 1. The Trustees may each year, or more frequently if they so determine, distribute to the Shareholders of each series such income and capital gains, accrued or realized, as the Trustees may determine, after providing for actual and accrued expenses and liabilities (including such reserves as the Trustees may establish) determined in accordance with good accounting practices. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital and their determination shall be binding upon the Shareholders. Distributions of each year's income of each series shall be distributed pro rata to Shareholders in proportion to the number of Shares of each series held by each of them. Such distributions shall be made in cash or Shares or a combination thereof as determined by the Trustees. Any such distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with the Bylaws. REDEMPTIONS AND REPURCHASES Section 2. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of any certificate for the Shares to be purchased, a proper instrument of transfer and a request directed to the Trust or a person designated by the Trust that the Trust purchase such Shares, or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, as next determined in accordance with the Bylaws, less such redemption charge or fee as the Trustees may determine from time to time. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is made. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange is closed for other than customary weekends or holidays, or, if permitted by rules of the Commission, during periods when trading on the Exchange is restricted or during any emergency which makes it impractical for the Trust to dispose of its investments or to determine fairly the value if its net assets, or during any other period permitted by order of the Commission for the protection of investors, such obligation may be suspended or postponed by the Trustees. The Trust may also purchase or repurchase Shares at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made. The Trust may refuse to honor a request by a Shareholder for redemption of his 8 Shares) for a specified time after such Shareholder's purchase of such Shares, such specified time, if any, to be set forth in the Bylaws. REDEMPTIONS AT THE OPTION OF THE TRUST Section 3. The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof as determined in accordance with the Bylaws: (i) if at such time such Shareholder owns fewer Shares than, or Shares having an aggregate net asset value of less than, an amount determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a particular series of Shares equal to or in excess of a percentage of the outstanding Shares of that series determined from time to time by the Trustees; or (iii) to the extent that such Shareholder owns Shares of the Trust representing a percentage equal to or in excess of such percentage of the aggregate number of outstanding Shares of the Trust or the aggregate net asset value of the Trust determined from time to time by the Trustees. In addition, if the Net Income of any series of Shares of the Trust which uses the amortized cost method of valuation pursuant to the 1940 Act is determined at any time to be a negative amount, then, with respect to a Shareholder owning Shares of such series, such Shareholder's pro rata share of such negative amount shall constitute a liability of such Shareholder to the Trust which shall be paid at such times and in such manner as the Trustees may from time to time determine out of such Shareholder's accrued dividend account in such series or otherwise. As used in this Article VI, Section 3, "Net Income" shall mean all interest income accrued on portfolio investments of the series plus or minus realized or unrealized gains and losses on portfolio investments of the series, less all actual and accrued expenses and liabilities determined in accordance with generally accepted accounting practices. Determination of Net Income of a series made by the Trustees, or as they may authorize, in good faith, shall be binding on all parties concerned. DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES Section 4. No dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any series) with respect to, nor any redemption or repurchase of, the Shares of any series shall be effected by the Trust other than from the assets of such series. ARTICLE VII Compensation and Limitation of Liability of Trustees COMPENSATION Section 1. The Trustees as such shall be entitled to reasonable compensation from the Trust: they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking, underwriting, brokerage, or investment dealer or other services and payment for the same by the Trust. 9 LIMITATION OF LIABILITY Section 2. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. ARTICLE VIII Indemnification TRUSTEES, OFFICERS, ETC. Section 1. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding to be liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (hut excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article. 10 COMPROMISE PAYMENT Section 2. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person either (a) did not act in good faith in the reasonable belief that his action was in the best interests of the Trust or (b) is liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved as in the best interests of the Trust, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person acted in good faith in the reasonable belief that his action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reasons of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and that such indemnification would not protect such Person against any liability to the Trust to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved In the conduct of such Covered Person's office. INDEMNIFICATION NOT EXCLUSIVE Section 3. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which such Covered Person may be entitled. As used in this Article VIII, the term "Covered Person" shall include such person's heirs, executors and administrators and a "disinterested Trustee" is a Trustee who is not an "interested person of the Trust as defined in Section 2 (a)(19) of the 1940 Act (or who has been exempted from being an "interested person" by any rule, regulation or order of the Commission) and against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees or officers, and other persons, may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person; provided, however, that the Trust shall not purchase or maintain any such liability insurance in contravention of applicable law, including without limitation the 1940 Act. 11 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 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. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY Section 2. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his or her own wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. 12 LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES Section 3. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. 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. FILING OF COPIES, REFERENCES, HEADINGS Section 5. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder, and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like "herein", "hereof and "hereunder" shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. APPLICABLE LAW Section 6. This Declaration of Trust is made in The Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting 13 the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. 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. IN WITNESS WHEREOF, the undersigned have executed this Amended Declaration of Trust as Trustees and not individually, as of the 23rd day of November, 1999. /s/ Dick D. Briggs, Jr. --------------------------------------- Dick D. Briggs, Jr. /s/ Wendell D. Cleaver --------------------------------------- Wendell D. Cleaver /s/ J. David Huber --------------------------------------- J. David Huber /s/ Homer H. Turner, Jr. --------------------------------------- Homer H. Turner, Jr. /s/ James H. Woodward, Jr. --------------------------------------- James H. Woodward, Jr. 14 AMSOUTH FUNDS ADDENDUM TO AMENDED DECLARATION OF TRUST NOVEMBER 23, 1999 BOARD OF TRUSTEES: James H. Woodward, Jr. Homer H. Turner, Jr. The University of North Carolina at Charlotte 751 Cary Drive Highway 49 Auburn, AL 36830-2505 Charlotte, NC 28223 Wendell D. Cleaver Dick D. Briggs, Jr., M.D. 209 Lakewood Drive West 459 Boshell Building Mobile, AL 36608 1808 7th Avenue, South UAB Medical Center J. David Huber Birmingham, AL 35294 3435 Stelzer Road Columbus, Ohio 43219 TRUST: AmSouth Funds 3435 Stelzer Road Columbus, OH 43219 AGENT OF SERVICE OF PROCESS: CT Corporation 2 Oliver Street Boston, MA 02109 15 EX-99.2(A) 4 a492597.txt EXHIBIT 99.2(A) BY-LAWS Exhibit 2(a) BYLAWS OF THE ASO OUTLOOK GROUP ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of The ASO Outlook Group, the Massachusetts business trust established by the Declaration of Trust (the "Trust"). 1.2 RESIDENT AGENT OF THE TRUST. The Trust shall have an agent for service of process residing The Commonwealth of Massachusetts. 1.3 PRINCIPAL OFFICE OF THE TRUST The initial principal office of the Trust shall be located in Columbus, Ohio. The Trust may have such other offices as the Trustees may determine or as they may authorize. ARTICLE 2 Meetings of Trustees 2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. A regular meeting of the Trustees may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders. 2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the Chairman of the Trustees, the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Clerk or an Assistant Clerk or by the officer or the Trustees calling the meeting. 2.3 NOTICE. It shall be sufficient notice to the Trustee of a special meeting to send notice by mail at least forty-eight hours or by telegram, telex or telecopy or other electronic facsimile transmission method at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at it commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. ARTICLE 3 Officers 3.1 ENUMERATION: QUALIFICATION. The officers of the Trust shall be a President, a Treasurer, and a Secretary who shall also be the Clerk, and such other officers including a Chairman of the Trustees, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Trustees, if one is elected, shall be a Trustee and may but need not be a shareholder; and any other officer may but not need be a Trustee or a shareholder. Any two or more offices may be held by the same person. 3.2 ELECTION. The President, the Treasurer, and the Secretary shall be elected annually by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at said meeting or at any other time. Vacancies in any office may be filled at any time. 3.3 TENURE. The Chairman of the Trustees, if one is elected, the President, the Treasurer and the Secretary shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees. 3.4 POWERS. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate. 3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the Chairman of the Trustees or, if the is none or in the absence of the Chairman, the President shall preside at all meetings of the shareholders and of the Trustees. The President shall be the chief executive officer. 3.6 TREASURER. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. 3.7 SECRETARY. The Secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the shareholders or Trustees, an assistant secretary, or if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books. 2 3.8 RESIGNATIONS. Any officer may resign at any time by written instrument signed by him or her and delivered to the Chairman, the President or the Secretary 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 officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. ARTICLE 4 Committees 4.1 QUORUM; VOTING. A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. ARTICLE 5 Reports 5.1 GENERAL. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees. ARTICLE 6 Fiscal Year 6.1 GENERAL. Except as from time to time otherwise provided by the Trustees, the initial fiscal year of the Trust shall end on such date as is determined in advance or in arrears by the Treasurer, and subsequent fiscal years shall end on such date in subsequent years. ARTICLE 7 Seal 7.1 GENERAL. At the discretion of the Trustees, the Trust may have a seal. The seal of the Trust, if any, shall consist of a flat-faced die with the word "Massachusetts", together with the name of the Trust and the year of its organization cut or engraved thereon but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. 3 ARTICLE 8 Execution of Papers 8.1 GENERAL. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President or by the Treasurer and need not bear the seal of the Trust. ARTICLE 9 Issuance of Share Certificates 9.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. The Trustees may at any time authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares owned by him, in such form as shall be prescribed from time to time by the Trustees. Such certificates shall be signed by the President or any Vice-President and by the Treasurer or Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he were such officer at the time of its issue. 9.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe. 9.3 ISSUANCE OF NEW CERTIFICATES TO PLEDGE. A pledge of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificates shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder and entitled to vote thereon. 9.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not effect the ownership of shares in the Trust. ARTICLE 10 Provisions Relating to the Conduct of the Trust's Business 10.1 CERTAIN DEFINITIONS. When used herein the following words shall have the following meanings: 4 "Distributor" shall mean any one or more corporations, firms or associations which have distributor's or principal underwriter's contracts in effect with the Trust providing that redeemable shares issued by the Trust shall be offered and sold by such Distributor. "Manager" shall mean any corporation, firm or association which may at the time have an advisory or management contract with the Trust and any corporation, firm or association which may at any time have a sub-advisory contract relating to the Trust with any such Manager. 10.2 LIMITATION ON HOLDINGS BY THE TRUST OF CERTAIN SECURITIES AND ON DEALINGS WITH OFFICERS OR TRUSTEES. The Trust may not purchase or retain shares or securities issued by an issuer if one or more of the holders of the shares or securities issued by an issuer or one or more of the officers or directors of such issuer is an officer or Trustee of the Trust or officer or director of the Manager and if one or more of such officers, Trustees or directors owns beneficially more than 1/2 of 1% of the shares or securities, or both, of such issuer and such officers, Trustees and directors owning more than 1/2 of 1% of such shares or securities together own beneficially more 5% of such shares or securities. Each officer and Trustee of the Trust shall keep the Treasurer of the Trust informed of the names of all issuers shares or securities of which are held in the portfolio of the Trust in which such officer or Trustee owns as much as 1/2 of 1% of the outstanding shares or securities. The Trust will not lend any of its assets to the Distributor or Manager or to any officer or director of the Distributor or Manager or any officer or Trustee of the Trust, and shall not permit any officer or Trustee or any officer or director of the Distributor or Manager to deal for or on behalf of the Trust with himself or herself as principal or agent, or with any partnership, association or corporation in which he or she has a financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust or officers and directors of the Distributor or Manager from buying, holding or selling shares in the Trust or from being partners, officers or directors of or otherwise financially interested in the Distributor or the Manager; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940 or any Rule or Regulation thereunder (together, the "1940 Act"); (c) employment of legal counsel, registrar, transfer agent, shareholder servicing agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust or an officer or director of the Distributor or Manager; (d) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust or an officer or director of the Distributor or Manager is an officer or director or otherwise financially interested. 10.3 LIMITATION ON DEALING IN SECURITIES OF THE TRUST BY CERTAIN OFFICERS, TRUSTEES, DISTRIBUTOR OR MANAGER. Neither the Distributor nor Manager, nor any officer or Trustee of the Trust or officer or director of the Distributor or Manager shall take long or short positions in securities issued by the Trust; provided, however, that: (a) the Distributor may purchase from the Trust and otherwise deal in shares issued by the Trust pursuant to the terms of its contract with the Trust; (b) any officer or Trustee of the Trust or officer or director of the Distributor or Manager or any trustee or fiduciary for the benefit of any of them may at any time or from time to time, purchase from 5 the Trust or from the Distributor shares issued by the Trust at the price available to the public or to such officer, Trustee, director, trustee or fiduciary, no such purchase to be in contravention of any applicable state or federal requirement; and (c) the Distributor or the Manager may at any time, or from time to time, purchase for investment shares issued by the Trust. 10.4 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO CERTAIN TERMS AND CONDITIONS. (a) All securities and cash owned by this Trust shall be held by or deposited with one or more banks or trust companies having (according to its last published report) not less than $5,000,000 aggregate capital, surplus and undivided profits (any such bank or trust company being hereby designated as "Custodian"), provided such a Custodian can be found ready and willing to act; subject to such rules, regulations and orders, if any, as the Securities and Exchange Commission may adopt, this Trust may, or may permit any Custodian to, deposit all or any part of the securities owned by this Trust in a system for the central handling of securities pursuant to which all securities of any particular class or series of any issue deposited within the system may be transferred or pledged by bookkeeping entry, without physical delivery. The Custodian may appoint, subject to the approval of the Trustees, one or more subcustodians. (b) The Trust shall enter into a written contract with each Custodian regarding the powers, duties and compensation of such Custodian with respect to the cash and securities of the Trust held by such Custodian. Said contract and all amendments thereto shall be approved by the Trustees. (c) The Trust shall upon the resignation or inability to serve of any Custodian or upon change of any Custodian: (i) in case of such resignation or inability to serve, use its best efforts to obtain a successor Custodian; (ii) require that the cash and securities owned by the trust be delivered directly to the successor Custodian; and (iii) in the event that no successor Custodian can be found, submit to the shareholders, before permitting delivery of the cash, and securities owned by the Trust otherwise than to a successor Custodian, the question whether the Trust shall be liquidated or shall function without a Custodian. 10.5 REQUIREMENTS AND RESTRICTIONS REGARDING THE MANAGEMENT CONTRACT. Every advisory or management contract entered into `by the Trust shall provide that in the event that the total expenses of any series of shares of the Trust for any fiscal year should exceed the limits imposed on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are offered for sale, the compensation due the Manager 6 for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. 10.6 REPORTS TO SHAREHOLDERS: DISTRIBUTIONS FROM REALIZED GAINS. The Trust shall send to each shareholder of record at least semi-annually a statement of the condition of the Trust and of the results of its operations, containing all information required by applicable laws or regulations. 10.7 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per share of each series of shares of the Trust shall mean: (i) the value of all the assets of such series; (ii) less total liabilities of such series; (iii) divided by the number of shares of such series outstanding, in each case at the time of each determination. The net asset value per share of each series shall be determined as of the normal close of trading on the New York Stock Exchange on each day on which such Exchange is open. As of any time other than the normal close of trading on such Exchange, the Trustees may cause the net asset value per share last determined to be determined again in a similar manner or adjusted to reflect changes in market values of securities in the portfolio, such adjustment to be made on the basis of changes in selected security prices determined by the Trustees to be relevant to the portfolio of such series or in averages or in other standard and readily ascertainable market data, and the Trustees may fix the time when such redetermined or adjusted net asset value per share of each series shall become effective. In valuing the portfolio investments of any series for determination of net asset value per share of such series, securities for which market quotations are readily available shall be valued at prices which, in the opinion of the Trustees or the person designated by the Trustees to make the determination, most nearly represent the market value of such securities, and other securities and assets shall be valued at their fair value as determined by or pursuant to the direction of the Trustees, which in the case of short-term debt obligations, commercial paper and repurchase agreements may, but need not, be on the basis of quoted yields for securities of comparable maturity, quality and type, or on the basis of amortized cost. Expenses and liabilities of the Trust shall be accrued each day. Liabilities may include such reserves for taxes, estimated accrued expenses and contingencies as the Trustees or their designates may in their sole discretion deem fair and reasonable under the circumstances. No accruals shall be made in respect of taxes on unrealized appreciation of securities owned unless the Trustees shall otherwise determine. Dividends payable by the Trust shall be deducted as at the time of but immediately prior to the determination of net asset value per share on the record date therefor. ARTICLE 11 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 7 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 1X, 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 POWER AND Meeting. 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 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 adjournment. 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 8 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 purpose 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 60 days before the date of any meeting of shareholders or the date for the payment of any dividend or of any other distribution, 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 or any part of such period. ARTICLE 12 Amendments to the Bylaws 12.1 GENERAL. These Bylaws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority. 9 EX-99.2(B) 5 a492617.txt EXHIBIT 99.2(B) BY-LAW AMENDMENT Exhibit 2(b) Amendment No. 1 to the Bylaws of The ASO Outlook Group 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 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. Effective: September 12, 1989 EX-99.11 6 a494803.txt EXHIBIT 99.11 LEGAL OPINION Exhibit 11 KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, NW Second Floor Washington, DC 20036-1800 202.778.9000 www.kl.com March 22, 2002 AmSouth Funds 3435 Stelzer Road Columbus, Ohio 43219 Ladies and Gentlemen: You have requested our opinion as to certain matters regarding the offering by AmSouth Funds (the "Trust") of units of beneficial interest in connection with the filing of a Registration Statement on Form N-14. As used in this letter, the term "Shares" means the Class A, Class B and Trust units of beneficial interest of AmSouth Capital Growth Fund ("Capital Growth Fund"), a series of the Trust. Capital Growth Fund proposes to acquire all of the assets and liabilities of AmSouth Growth Fund ("Growth Fund"), another series of the Trust, in exchange for Class A, Class B and Trust units of Capital Growth Fund. The reorganization will be effected pursuant to a Plan of Reorganization and Termination ("Plan") approved by the Board of Trustees ("Board") of the Trust, subject to approval of Growth Fund shareholders. As the Trust's counsel, we have examined certified or other copies, believed by us to be genuine, of the Trust's Declaration of Trust and by-laws and such resolutions and minutes of meetings of the Trust's Board as we have deemed relevant to our opinion, as set forth herein. We have also examined the form of the Plan approved by the Board. Our opinion is limited to the laws and facts in existence on the date hereof, and it is further limited to the laws (other than the conflict of law rules) in the Commonwealth of Massachusetts that in our experience are normally applicable to the issuance of shares by unincorporated voluntary associations and to the Securities Act of 1933, as amended ("1933 Act"), the Investment Company Act of 1940, as amended ("1940 Act"), and the regulations of the Securities and Exchange Commission ("SEC") thereunder. Based on present laws and facts, we are of the opinion that the issuance of the Shares has been duly authorized by the Trust and that, when sold in accordance with the terms contemplated by the Trust's Registration Statement on Form N-14, including receipt by the Trust of full payment for the Shares in the manner contemplated by the Plan, and compliance with the 1933 Act and the 1940 Act, the Shares will have been validly issued, fully paid and non-assessable. We note, however, that the Trust 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. The Declaration of Trust states that 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. It also requires that every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers shall recite that the Declaration of Trust was executed or made by or on behalf of the Trust or by the Trustees or by any officer or officers 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 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. The Declaration of Trust further provides for indemnification from the assets of the particular series of shares of the Trust held by a shareholder for all loss and expense of any shareholder held personally liable for the obligations of the Trust solely by reason of ownership of shares of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust or series would be unable to meet its obligations. We hereby consent to this opinion accompanying the Registration Statement on Form N-14 when it is filed with the SEC and to the reference to our firm in the Registration Statement. Very truly yours, /s/ KIRKPATRICK & LOCKHART LLP KIRKPATRICK & LOCKHART LLP EX-99.14 7 a495451.txt EXHIBIT 99.14 AUDITORS CONSENT Exhibit 14 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Combined Prospectus/Proxy Statement of the AmSouth Growth Fund included in Form N-14 and to the use of our report dated September 13, 2001, incorporated by reference therein. /s/ ERNST & YOUNG LLP Columbus, Ohio March 20, 2002 EX-99.16 8 exhibit-16.txt EXHIBIT 99.16 POWERS OF ATTORNEY Exhibit 16 POWER OF ATTORNEY I, J. David Huber, Chairman of the Trustees of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Chairman of the Trustees of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 19, 2002 /s/ J. David Huber ----------------------------- J. David Huber Chairman of the Trustees POWER OF ATTORNEY I, John F. Calvano, President of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as President of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 20, 2002 /s/ John F. Calvano ---------------------------- John F. Calvano President POWER OF ATTORNEY I, Charles L. Booth, Treasurer and Principal Financial Officer of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Treasurer and Principal Financial Officer of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 20, 2002 /s/ Charles L. Booth ------------------------------ Charles L. Booth Treasurer and Principal Financial Officer POWER OF ATTORNEY I, James H. Woodward, Jr., Trustee of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Trustee of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 19, 2002 /s/ James H. Woodward, Jr. ------------------------------- James H. Woodward, Jr. Trustee POWER OF ATTORNEY I, Homer H. Turner, Jr., Trustee of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Trustee of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 19, 2002 /s/ Homer H. Turner, Jr. ----------------------------- Homer H. Turner, Jr. Trustee POWER OF ATTORNEY I, Wendell D. Cleaver, Trustee of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Trustee of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 19, 2002 /s/ Wendell D. Cleaver ----------------------------- Wendell D. Cleaver Trustee POWER OF ATTORNEY I, Dick D. Briggs, Jr., Trustee of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Trustee of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 19, 2002 /s/ Dick D. Briggs, Jr. ------------------------------ Dick D. Briggs, Jr. Trustee POWER OF ATTORNEY I, Norma A. Coldwell, Trustee of AmSouth Funds (the "Fund"), hereby constitute and appoint Clifford J. Alexander and Kathy Kresch Ingber, and each of them singly, with full power to act without the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to sign for me, in my name and in my capacity as Trustee of the Fund, the registration statements of the Fund on Form N-14, and any amendments to such registration statements, and all instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this instrument has been signed below by the undersigned in the capacity and on the date indicated. March 19, 2002 /s/ Norma A. Coldwell ---------------------------- Norma A. Coldwell Trustee EX-99.17(A) 9 exhibit-17.txt EXHIBIT 99.17(A) PROXY CARD Exhibit 17(a) PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS MAY 31, 2002 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 Growth Fund on May 31, 2002 at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares of the Fund that the undersigned would be entitled to vote if personally present. 1. Approval of the Plan of Reorganization and Termination adopted by AmSouth Funds providing for the transfer of all of the assets of the AmSouth Growth Fund ("Growth Fund") to the AmSouth Capital Growth Fund ("Capital Growth Fund") in exchange for Class A, Class B, and Trust shares of the Capital Growth Fund and the assumption by the Capital Growth Fund of all of the liabilities of the Growth Fund, followed by the dissolution and liquidation of the Growth Fund and the distribution of those shares to the shareholders of the Growth Fund. FOR AGAINST ABSTAIN [] [] [] 2. To transact any other business that 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. Please be sure to sign and date this Proxy. - -------------------------------------- Signature of Shareholder(s) - -------------------------------------- Signature of Shareholder(s) Dated: , 2002 ----------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----