Exhibit (17)(a)

AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109

[SHAREHOLDER NAME
  AND
ADDRESS]

                           AMSOUTH EQUITY INCOME FUND


                         PROXY FOR A SPECIAL MEETING OF
                                  SHAREHOLDERS

                                October 15, 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 Equity Income Fund on October
15, 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.

                  PLEASE BE SURE TO SIGN AND DATE THIS PROXY.

PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:

TO VOTE BY TOLL-FREE TELEPHONE CALL

1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the proxy card and follow
   the simple instructions.

TO VOTE BY INTERNET

1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the Website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and follow
   the simple instructions.

TO VOTE BY MAIL

1) Read the Proxy Statement.



2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card promptly in the envelope provided.

*DO NOT MAIL THE PROXY CARD IF VOTING BY INTERNET OR TELEPHONE.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  [X]

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

AMSOUTH EQUITY INCOME FUND
                                XX  XXXXXXXXXX    XXXXXXXXXXXX

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1) AND WILL 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 PROPOSAL (1).

VOTE ON PROPOSALS

         1.   FOR AMSOUTH EQUITY INCOME FUND  SHAREHOLDERS  ONLY.  Approval of a
              Plan of Reorganization  and Termination  adopted by AmSouth Funds,
              which  provides  for the  transfer  of the  assets of the  AmSouth
              Equity  Income Fund  ("Equity  Income  Fund") to the AmSouth Value
              Fund ("Value  Fund") in exchange  solely for Class A, Class B, and
              Trust shares of the Value Fund and the Value Fund's  assumption of
              the  Equity  Income  Fund's  liabilities,  followed  by the Equity
              Income Fund's  dissolution and liquidation and the distribution of
              those Value Fund shares to Equity Income Fund shareholders.

                  FOR               AGAINST          ABSTAIN

                  [ ]                  [ ]             [ ]

         2.   To transact any other  business  that may properly come before the
              meeting or any adjournment thereof.

                  FOR               AGAINST          ABSTAIN

                  [ ]                  [ ]             [ ]



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.





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Signature (PLEASE SIGN WITHIN THE BOX)       Date

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Signature (Joint Owner)                      Date