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