Exhibit (m)(1)


                                  AMSOUTH FUNDS
                           SHAREHOLDER SERVICING PLAN
                                 MARCH 20, 1996
                          AS AMENDED NOVEMBER 23, 1999

      This Shareholder Servicing Plan (the "Plan") is adopted by AmSouth Funds,
a business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), on behalf of each of its Funds (individually, a "Fund," and
collectively, the "Funds") set forth in Schedule I, as amended from time to
time, subject to the following terms and conditions:

      SECTION 1. ANNUAL FEES.

      SHAREHOLDER SERVICES FEE. Each Fund (or class thereof, as the case may be)
may pay to the distributor of its shares (the "Distributor") or financial
institutions that provide certain services to the Funds, a shareholder services
fee under the Plan (the "Service Fee"). Such Service Fee shall be at an annual
rate not to exceed 0.25% (0.15 in the case of Trust Class) of the average daily
net assets of the Fund or Class attributable to the Distributor or financial
institution thereof.

      ADJUSTMENT TO FEES. Any Fund may pay a Services Fee to the Distributor or
financial institution at a lesser rate than the fees specified in Section 1
hereof as agreed upon by the Board of Trustees and the Distributor or financial
institution and approved in the manner specified in Section 3 of this Plan.

      PAYMENT OF FEES. The Services Fee will be calculated daily and paid
monthly by each Fund at the annual rates indicated above.

      SECTION 2. EXPENSES COVERED BY THE PLAN.

      Services Fees may be used by the Distributor or financial institution for
payments to financial institutions and persons who provide administrative and
support services to their customers who may from time to time beneficially own
shares, which may include (i) establishing and maintaining accounts and records
relating to shareholders; (ii) processing dividend and distribution payments
from the Fund on behalf of shareholders; (iii) periodically providing
information to shareholders showing their positions in shares and integrating
such statements with those of other transactions and balances in shareholders'
other accounts serviced by such financial institution; (iv) arranging for bank
wires; (v) responding to shareholder inquiries relating to the services
performed; (vi) responding to routine inquiries from shareholders concerning
their investments; (vii) providing subaccounting with respect to shares
beneficially owned by shareholders, or the information to the Fund necessary for
subaccounting; (viii) if required by law, forwarding shareholder communications
from the Fund (such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices) to




shareholders; (ix) assisting in processing purchase, exchange and redemption
requests from shareholders and in placing such orders with our service
contractors; (x) assisting shareholders in changing dividend options, account
designations and addresses; (xi) providing shareholders with a service that
invests the assets of their accounts in shares pursuant to specific or
pre-authorized instructions; and (xii) providing such other similar services as
the Fund may reasonably request to the extent the Distributor or financial
institution is permitted to do so under applicable statutes, rules and
regulations.

      SECTION 3. APPROVAL OF TRUSTEES.

      Neither the Plan nor any related agreements will take effect until
approved by a majority of both (a) the full Board of Trustees of the Trust and
(b) those Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to it (the "Qualified Trustees"), cast in person at a meeting
called for the purpose of voting on the Plan and the related agreements.

      SECTION 4. CONTINUANCE OF THE PLAN.

      The Plan will continue in effect until March 20, 1997, and thereafter for
successive twelve-month periods, provided, however, that such continuance is
specifically approved at least annually by the Trustees of the Fund and by a
majority of the Qualified Trustees.

      SECTION 5. TERMINATION.

      The Plan may be terminated at any time with respect to a Fund (i) by the
Trust without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Fund (or, the shareholders of a particular
class, if applicable) or (ii) by a vote of the Qualified Trustees. The Plan may
remain in effect with respect to a Fund even if the Plan has been terminated in
accordance with this Section 5 with respect to any other Fund.

      SECTION 6. AMENDMENTS.

      No material amendment to the Plan may be made unless approved by the
Trust's Board of Trustees in the manner described in Section 3 above.

      SECTION 7. SELECTION OF CERTAIN TRUSTEES.

      While the Plan is in effect, the selection and nomination of the Trust's
Trustees who are not interested persons of the Fund will be committed to the
discretion of the Trustees then in office who are not interested persons of the
Trust.

      SECTION 8. WRITTEN REPORTS.

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      In each year during which the Plan remains in effect, a person authorized
to direct the disposition of monies paid or payable by a Fund pursuant to the
Plan or any related agreement will prepare and furnish to the Trust's Board of
Trustees, and the Board will review, at least quarterly, written reports
complying with the requirements of the Rule which set out the amounts expended
under the Plan and the purposes for which those expenditures were made.

      SECTION 9. PRESERVATION OF MATERIALS.

      The Trust will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 8 above, for a period of not less
than six years (the first two years in an easily accessible place) from the date
of the Plan, agreement or report.

      SECTION 10. LIMIT OF LIABILITY.

      The limitation of shareholder liability set forth in the Trust's
Declaration of Trust is hereby acknowledged. The obligations of the Trust under
this Plan, if any, shall not be binding upon the Trustees individually or upon
holders of shares of the Trust individually but shall be binding only upon the
assets and property of the Trust, and upon the Trustees insofar as they hold
title thereto.

      SECTION 11. MEANINGS OF CERTAIN TERMS.

      As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the Investment Company Act of 1940.


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