N-CSRS

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05551

AmSouth Funds

(Exact name of registrant as specified in charter)

3435 Stelzer Road, Columbus, OH	43219
(Address of principal executive offices)	(Zip code)

BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: 614-470-8000

Date of fiscal year end: 7/31/04

Date of reporting period: 1/31/04

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (“Act”) (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

SEMI-ANNUAL REPORT

JANUARY 31, 2004

AMSouth Funds

www.amsouthfunds.com

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

TABLE OF CONTENTS

Glossary of Terms	2
Management Discussion of Performance
Message from the Chairman and Investment Advisor	5
Fund Summary
Value Fund	6
Select Equity Fund	7
Enhanced Market Fund	8
Large Cap Fund	9
Capital Growth Fund	10
Mid Cap Fund	11
Small Cap Fund	12
International Equity Fund	13
Balanced Fund	14
Strategic Portfolios	15
Government Income Fund	16
Limited Term Bond Fund	17
Bond Fund	18
Municipal Bond Fund	19
Florida Tax-Exempt Fund	20
Tennessee Tax-Exempt Fund	21
Money Market Funds	22
Schedule of Portfolio Investments
Value Fund	23
Select Equity Fund	24
Enhanced Market Fund	25
Large Cap Fund	29
Capital Growth Fund	31
Mid Cap Fund	33
Small Cap Fund	37
International Equity Fund	38
Balanced Fund	45
Strategic Portfolios: Aggressive Growth Portfolio	47
Strategic Portfolios: Growth Portfolio	48
Strategic Portfolios: Growth and Income Portfolio	48
Strategic Portfolios: Moderate Growth and Income Portfolio	49
Government Income Fund	49
Limited Term Bond Fund	51
Bond Fund	53
Municipal Bond Fund	55
Florida Tax-Exempt Fund	59
Tennessee Tax-Exempt Fund	61
Prime Money Market Fund	62
Treasury Reserve Money Market Fund	63
Tax-Exempt Money Market Fund	64
Institutional Prime Obligations Money Market Fund	66
Statements of Assets and Liabilities	68
Statements of Operations	72
Statements of Changes in Net Assets	76
Notes to Financial Statements	80
Financial Highlights	92

1

GLOSSARY OF TERMS

Book-to-Market Ratio a ratio derived by taking the value of shareholders’ equity less the book value of preferred stock, plus deferred taxes and investment tax credits on the balance sheet, and finally dividing this total amount by the market price multiplied by outstanding shares.

Lehman Brothers Government/Credit Bond Index is comprised of all bonds that are investment-grade rated Baa or higher by Moody’s or BBB or higher by S&P, if unrated by Moody’s. Issues must have at least one year to maturity. Total return comprises price appreciation/depreciation and income as a percentage of the original investment.

Lehman Brothers Mortgage Index is comprised of all fixed securities mortgage pools by GNMA, FNMA and the FHLMC, including GNMA Graduated Payment Mortgages.

Lipper Balanced Funds Average is comprised of mutual funds whose primary objective is to conserve principal by maintaining at all times a balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio range is around 60%/40%.

Lipper Corporate Debt Funds A Rated Average is comprised of the mutual funds that invest at least 65% of their assets in corporate debt issues rated “A” or better or government issues.

Lipper Flexible Portfolio Funds Average is comprised of mutual funds that allocate their investments across various asset classes, including domestic common stocks, bonds, and money market instruments with a focus on total return.

Lipper Florida Municipal Debt Funds Average is comprised of mutual funds that invest at least 65% of their assets in municipal debt issues that are exempt from taxation in Florida, with dollar-weighted average maturities of five to ten years.

Lipper General Municipal Debt Funds Average is comprised of mutual funds that invest at least 65% of their assets in municipal debt issues in the top four credit ratings.

Lipper International Funds Average is comprised of funds that invest their assets in securities with primary trading markets outside of the United States.

Lipper Large-Cap Core Funds Average is comprised of mutual funds that invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap core funds have more latitude in the companies in which they invest. These funds typically have an average P/E and P/B ratio, and three-year sales-per-share growth value, compared to that of the S&P 500 Stock Index.

Lipper Large-Cap Growth Funds Average is comprised of mutual funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap growth funds typically have an above-average P/E and P/B ratio, and three-year sales-per-share growth value, compared to that of the S&P 500 Stock Index.

Lipper Large Cap Value Funds Average is comprised of mutual funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap value funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.

Lipper Mid-Cap Core Funds Average is comprised of Funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) of less than 300% of the dollar-weighted median market capitalization of the S&P MidCap 400 Index.

Lipper Multi-Cap Core Funds Average is comprised of mutual funds that invest in a variety of market capitalization ranges, without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-cap funds will generally have between 25% to 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the S&P Mid-Cap 400 Index. Multi-cap Core funds have wide latitude in the companies in which they invest. These funds will normally have an average P/E and P/B ratio, and three-year earnings growth figure, compared to that of the U.S. diversified multi-cap equity funds universe average.

Lipper Multi-Cap Growth Funds Average is comprised of mutual funds that invest in a variety of market capitalization ranges, without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-cap funds will generally have between 25% to 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the S&P MidCap 400 Index. Multi-cap Growth funds normally invest in companies with long-term earnings expected to grow significantly faster than the earnings of the stocks represented in a major unmanaged stock index. These funds will normally have an above average P/E and P/B ratio and three-year earnings growth figure, compared to that of the U.S. diversified multi-cap equity funds universe average.

2

GLOSSARY OF TERMS

Lipper Multi-Cap Value Funds Average is comprised of funds that, by portfolio practice, invest in a variety of market capitalization ranges, without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time.

Lipper Other States Intermediate Municipal Debt Funds Average is comprised of mutual funds that invest in municipal debt issues with dollar-weighted average maturities of five to ten years and are exempt from taxation on a specified city or state basis.

Lipper Short Intermediate Investment Grade Debt Funds Average is comprised of mutual funds that invest at least 65% of their assets in investment grade debt issues (rated in the top four grades) with dollar-weighted average maturities of one to five years.

Lipper Small-Cap Growth Funds Average is comprised of mutual funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 250% of the dollar-weighted median of the smallest 500 of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Small-cap growth funds typically have an above-average P/E and P/B ratio, and three-year sales-per-share growth value, compared to that of the S&P SmallCap 600 Index.

Lipper U.S. Mortgage Funds Average is comprised of mutual funds that invest at least 65% of their assets in mortgages/securities issued or guaranteed as to principal and interest by the U.S. government and certain federal agencies.

Merrill Lynch 1–5-Year Government Corporate Bond Index tracks the performance of government bonds in that maturity range with a rating of at least Baa.

Merrill Lynch 1–12-Year Municipal Bond Index tracks the performance of municipal bonds with intermediate maturities of a least one year, but no more than 12 years maturities.

Merrill Lynch Government/Corporate Master Index is generally representative of the performance of large and small companies in the stock market.

Morgan Stanley Capital International (MSCI), Europe, Australasia and Far East (EAFE) Index is comprised of a sample of companies representative of the market structure of 20 European and Pacific Basin countries.

Price-to-Book Ratio (P/B) — The ratio of price-to-book value gives an investor an idea about the relationship between the stock’s price and the company’s underlying value. Other things being equal, people who invest for value prefer companies with a low ratio of price-to-book value.

Price-to-Earnings Ratio (P/E) — A valuation ratio of a company’s current share price to its per-share earnings. A high P/E means high projected earnings in the future. This ratio gives an investor an idea of how much they are paying for a particular company’s earning power.

Russell 2000^® Growth Index tracks the performance of domestically traded common stocks of small- to mid-sized companies with higher price-to-book ratios and higher forecasted growth values.

S&P/BARRA Growth Index a market capitalization-weighted index of the stocks in the S&P 500 Index having the highest price-to-book ratios.

S&P/BARRA Value Index a market capitalization-weighted index of the stocks in the S&P 500 Index having the lowest price-to-book ratios.

Standard & Poor’s MidCap 400 Index is an unmanaged index comprised of 400 domestic stocks chosen for market size (median market capitalization of $676 million), liquidity and industry group representation.

Standard & Poor’s 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange, and is a measure of the U.S. stock market as a whole.

Investors cannot invest directly in an index, although they can invest in its underlying securities or funds.

3

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4

MESSAGE FROM THE CHAIRMAN AND INVESTMENT ADVISOR

DEAR SHAREHOLDERS:

We are pleased to present you with this semi-annual report for the six-month period ended January 31, 2004. The period was characterized by strong economic growth, due in large part to unprecedented levels of monetary and fiscal stimulus. The improving economy fueled gains in the stock market and contributed to a steeper yield curve in the fixed-income markets.

The economic recovery gathers momentum

The economy showed hesitant growth at the beginning of the period. Weak business investment dragged on growth, counterbalancing the stimulative effects of low short-term interest rates and federal tax cuts. The Federal Reserve Board (the Fed) began the six-month period concerned about the potential for deflation, and therefore maintained an accommodative monetary policy. Business spending rebounded at an 11.1% rate in the third calendar quarter, helping the economy produce powerful growth and allay deflation fears.

The economy grew at an annualized rate of 4.0% during the fourth quarter—somewhat slower than investors had expected, but still representing solid growth. We were particularly encouraged by the broadening of the economic recovery, as well as continued improvements in business spending. Those developments indicated that the U.S. economy was becoming less dependant on consumer spending, which had supported the economy for the past several years but began to wane late in the period.

High worker productivity, strong demand and a weakening dollar, which boosts U.S. exports, helped corporations produce stronger-than-expected earnings during the period. The job market was weak in the beginning of the period. It improved during the period, but at a slower-than-expected pace. The labor market’s weakness had two opposing effects: It undermined the economic recovery’s sustainability, but also encouraged the Fed to maintain its accommodative monetary policy.

Stocks post solid gains

The improving economic outlook helped stocks gain considerable ground during the six-month period, continuing a rebound that began in March 2003. Stocks fluctuated considerably, however, as investors tried to gauge the prospects of the economy, corporate profits and other factors.

August marked the sixth consecutive month of stock gains, as strong corporate profits encouraged investors. The market fell back slightly in September, as investors worried about rising oil prices, political uncertainty, and the weak job market. Meanwhile, the declining dollar fueled concerns that U.S. securities could become less attractive to foreign investors.

The Federal Reserve Board issued an upbeat assessment of the economy in October. That positive sentiment combined with unexpectedly strong earnings figures and increased merger-and-acquisition activity to boost stock prices. Stocks fell back again during November, for reasons that ranged from overseas terrorist bombings to scandals among certain mutual-fund companies. However, small-cap shares led a strong rally during the final week of the month, indicating that investors were gaining confidence in the economic rebound sustainability. Stocks continued to produce strong gains during December and January, fueled by exceptionally strong earnings reports.

Bonds tread water

The fixed-income markets were relatively stable during the six-month period. Several factors conspired to prevent yields from rising dramatically, as typically would happen during a strong economic recovery. The Fed maintained low short-term interest rates throughout the period—a policy designed to ensure a sustainable recovery and ward off deflation—helping anchor the short end of the yield curve. Extremely low yields on short-term bonds caused investors to seek higher yields on long-term securities, and that demand constrained yields on long-term issues. Intermediate-term bonds saw their yields rise in that environment, widening the spread between their yields and those on short-term bonds. Meanwhile, the weak job market created enough concern among investors to prevent a large-scale bond sell-off.

Looking ahead

We believe that the high levels of fiscal and monetary stimulus during the past few years finally have achieved their desired result, and the economic recovery has become self-sustaining. We believe payroll employment data may show greater strength in the months ahead, representing the final piece in the economic puzzle. Assuming the labor market does improve, the Federal Reserve may raise interest rates later in 2004, although we believe it probably would wait until the second half of the year to do so.

The prospect of higher interest rates may cause investors in the short term to sell off both equity and fixed-income investments. That said we believe the economy’s strength and gains in corporate profits should constrain any sell-off in the stock market, while low inflation should help contain any sell-off in the bond market.

Over the longer term, we believe stocks should gain ground during 2004, although at a slower pace than they did during 2003. We think stock gains will be restrained by slowing year-over-year earnings gains and the potential for rising interest rates, as well as a lack of new incentives to match the previous dividend-tax cut. We believe bond yields are likely to rise during the coming year, as the possibility for an uptick in inflation increases and investors anticipate the Fed’s decision to tighten monetary policy.

Thank you for your continued confidence in the AmSouth Funds. We will continue to focus on providing you with a diverse selection of mutual funds to help you meet your financial goals. We look forward to serving your financial needs during the months and years ahead.

Sincerely,

/s/ J. David Huber

J. David Huber

Chairman

AmSouth Funds

/s/ Joseph T. Keating

Joseph T. Keating

Chief Investment Officer

AmSouth Asset Management Inc.

March 26, 2004

The foregoing information and opinions are for general information only. AmSouth Asset Management Inc. does not guarantee their accuracy or completeness, nor assume liability for any loss, which may result from the reliance by any person upon any such information or opinions. Such information and opinions are subject to change without notice, are for general information only and are not intended as an offer or solicitation with respect to the purchase or sale of any security or offering individual or personalized investment advice.

5

AMSOUTH VALUE FUND

PORTFOLIO MANAGER Tin Y. Chan, CFA Senior Vice President AmSouth Bank AmSouth Asset Management Inc. Tin Chan serves as manager of the AmSouth Value Fund and as co-manager of the AmSouth Balanced Fund. He also is director of value equity strategies for AmSouth Bank. With more than a decade of experience in equity investments and research, he has had portfolio management responsibilities for retail and insurance-related mutual funds. He holds two undergraduate degrees from Cornell University and earned an MBA from the Graduate School of Business at the University of Chicago.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund’s total return (Class A Shares at NAV) was 15.61%. That compares to a 16.85% return for the Fund’s benchmark, the S&P 500/BARRA Value Index¹, and 17.27% for the Lipper Multi-Cap Value Funds Average¹. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50%, and recurring fees, the Fund’s six month, 1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004, were 9.25%, 21.51%, -0.66%, and 7.87%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance?

A. The Fund’s absolute returns benefited from strong economic growth during the period, which sparked solid returns in the equity market.

In relative terms, the Fund benefited from an overweight position in the financial sector. We were anticipating that financial-services companies would experience stronger earnings growth than the rest of the market. However, financials were not the period’s best-performing sector, gaining 15% during the period compared to 16.8% for the overall benchmark, but we believe security selection within the sector helped performance. Likewise, we under-weighted shares of telecommunications-services companies as we anticipated relatively slow earnings growth for those companies. That move also helped performance, as telecommunications was one of the weakest sectors during the period.‡

The Fund’s underweight stake in the energy sector dragged on relative performance. We over-weighted economically sensitive sectors that we felt would grow earnings rapidly in an improving economic environment, and under-weighted more-defensive sectors such as energy. However, oil prices rose steadily during the period and helped the energy sector significantly outperform the benchmark.‡

The Fund’s relative return was also hurt by the strong performance of small-capitalization, lower-quality stocks—particularly in the technology sector. We held an underweight position among such stocks due to the Fund’s bias towards large-cap shares of high-quality companies.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

6

AMSOUTH SELECT EQUITY FUND

PORTFOLIO MANAGERS OakBrook Investments, LLC (sub-advisor): Neil Wright, President and Chief Investment Officer Janna Sampson, Director of Portfolio Management Peter Jankovskis, Director of Research As portfolio managers for the AmSouth Select Equity Fund, Neil Wright, Janna Sampson and Peter Jankovskis are three veteran investment professionals who have more than 50 years of combined experience. Neil and Peter hold PhDs in economics, and Janna holds an MA in economics. They have worked together for the past 11 years. They also serve as the portfolio managers for the AmSouth Enhanced Market Fund and the AmSouth Mid Cap Fund.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund posted a 15.25% total return (Class A Shares at NAV) for the period. In comparison, the Fund’s benchmark, the S&P 500 Stock Index¹ posted a return of 15.22%. The Lipper Multi-Cap Core Funds Average¹ posted a return of 15.72%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50%, and recurring fees, the Fund’s six month, 1 Year and Since Inception (9/1/98) average total returns for the six months ended January 31, 2004 were 8.93%, 23.83% and 3.72%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance?

A. The overall stock market posted strong returns during the period, helping boost the Fund and its benchmark. Stocks that are closely tied to the economic cycle led the rally, as investor’s anticipated strong economic growth. Smaller stocks generally outperformed larger shares.

This Fund invests in shares of firms with leading market shares and competitive advantages such as strong brands to protect their market shares. We believe those characteristics typically lead to reliable earnings—an attribute that often causes them to outperform the overall market during bear markets and lag during bull markets. This six-month period proved to be an exception, however, as the Fund’s returns more than kept pace with the benchmark’s strong gains.

The Fund’s returns against the benchmark benefited from portfolio-management decisions we made prior to the period. Early in 2003, we positioned the Fund to take advantage of an economic recovery by investing in cyclical stocks in the technology, retail, media, and manufacturing sectors. We feel the Fund also benefited from our decision to lower our weight in pharmaceutical stocks, and to invest those assets in more cyclical shares.‡

During the period the Fund’s position in consumer staples stocks, particularly shares of food companies, hurt its returns relative to the benchmark’s gains. However, we feel the consumer staples sector offers reliable earnings, which ultimately make the stocks a good fit for this Fund’s investment strategy. We continue to believe that such shares are strong long-term holdings.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

The AmSouth Select Equity Fund is subadvised by OakBrook Investments, LLC, which is paid a fee for its services.

7

AMSOUTH ENHANCED MARKET FUND

PORTFOLIO MANAGERS OakBrook Investments, LLC (sub-advisor): Neil Wright, President and Chief Investment Officer Janna Sampson, Director of Portfolio Management Peter Jankovskis, Director of Research Neil Wright, Janna Sampson and Peter Jankovskis are three veteran investment professionals who have more than 50 years of combined experience. Neil and Peter have PhDs in economics, and Janna holds an MA in economics. They have worked together for the past 11 years. In addition to the Enhanced Market Fund, they also serve as portfolio managers of the AmSouth Select Equity Fund and the AmSouth Mid Cap Fund.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund’s total return was 15.61% (Class A Shares at NAV). In comparison, the Fund’s benchmark, the S&P 500 Stock Index¹ produced a total return of 15.22%. The Lipper Large-Cap Core Funds Average¹ produced a total return of 13.40%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50%, and recurring fees, the Fund’s six month, 1 Year, 5 Year and Since Inception (9/1/98) average annual total returns for the six months ended January 31, 2004 were 9.06%, 26.83%, -2.53% and 3.02%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s returns during the period?

A. This Fund holds most of the stocks in the S&P 500 Stock Index. We use a computer model to estimate market sentiment about a given stock’s prospects, and adjust the Fund’s stake in each stock accordingly. We believe enhanced-index strategy helped the Fund benefit from the general stock market’s strong gains.

We believe this quantitative stock-allocation model helped the Fund post strong returns against the benchmark. The model tends to produce its best results when investors focus on business fundamentals such as earnings, rather than on political or other factors. Earnings were investors’ primary focus during this period, and as a result, the model’s guidance helped the Fund produce strong relative returns. For example, we held an overweight position in technology stocks and an underweight position in consumer staples during the period. Those weightings help to boost returns against the benchmark, as technology stocks led the market and consumer staples lagged.‡

The same model that helped performance also led us to over-weight health care stocks early in the period. That position produced a slight drag on Fund returns, as health-care stocks failed to keep pace with the overall market.^‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

    The AmSouth Enhanced Market Fund is subadvised by Oakbrook Investments, LLC, which is paid a fee for its services.

8

AMSOUTH LARGE CAP FUND

PORTFOLIO MANAGER Ronald E. Lindquist Senior Vice President AmSouth Bank AmSouth Asset Management Inc. Ron Lindquist has more than 35 years of focused investment management experience. A founding member of the Financial Analysts Society of South Florida, he has a master’s degree in management science from Florida International University and a BS in finance from Florida State University.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund returned 13.05% (Class A Shares at NAV). That compared to a 15.22% return for the Fund’s benchmark, the S&P 500 Stock Index¹. The Lipper Large-Cap Core Funds Average¹ produced a total return of 13.40%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50% and recurring fees, the Fund’s six month, 1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004, were 6.84%, 25.20%, -1.74% and 11.10%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance during the period?

A. The Fund’s absolute returns during the period benefited from very strong performance in the stock market. That equity performance was driven by an improving economic environment and increased investor confidence.

The Fund benefited from its overweight position in the technology sector relative to the benchmark. We found the long-term growth prospects of such stocks very attractive, we believe during the past decade that technology stocks have driven earnings

growth in the equity markets. We also positioned the Fund with an over weight in the health care sector as we anticipated this sector particularly among shares of pharmaceutical companies, offered attractive growth potential. However, the Fund’s health care holdings were a drag on relative performance. Nearly 60% of the Fund’s health care holdings were shares of pharmaceutical companies, which performed relatively poorly during the period as earnings faltered.‡

The primary beneficiaries of the equity rally during the period were lower-quality shares of small-capitalization companies. Such stocks, which traded at very depressed levels during the recent bear market, performed very strongly. We believe investors found the potential for above-average returns outweighed the added risk of these smaller-caps, more speculative stocks. Because of our large-cap investment strategy, the Fund’s relative return lagged its benchmark, which has much more exposure to these lower-quality small-cap stocks.

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

9

AMSOUTH CAPITAL GROWTH FUND

PORTFOLIO MANAGER John Mark McKenzie Senior Vice President AmSouth Asset Management Inc. John Mark McKenzie has been involved in investment management since 1981, with expertise in both equities and fixed income securities. Mr. McKenzie holds a bachelor’s degree in banking and finance from the University of Mississippi and earned his law degree from the University of Mississippi School of Law.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund’s total return during the period was 12.34% (Class A Shares at NAV). In comparison, the Fund’s benchmark, the S&P 500^®/BARRA Growth Index¹ returned 13.62%. The Lipper Large-Cap Growth Funds Average¹ returned 11.81%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50% and recurring fees, the Fund’s six month, 1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004, were 6.16%, 23.18%, -4.04% and 8.48%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance during the period?

A. The Fund and its benchmark benefited from a strong stock market rally. Cyclical sectors such as technology and consumer discretionary stocks led stocks’ surge.

Our decision to overweight shares of cyclical firms helped the Fund present positive performance for the period. For example, the Fund held an overweight position in technology throughout the period. We also held a larger position than the benchmark in shares of consumer discretionary stocks. That overweight stake also boosted relative returns, as strong gains by retail stocks helped the Fund’s consumer discretionary holdings for the period.‡

We also held a relatively large position in health care stocks, which hurt the Fund’s performance for the period. We believe that large pharmaceutical companies were hurt by investors’ concerns about thinning drug pipelines and potential legislation, and investors favored shares of smaller health care firms. The health-care sector’s relatively weak performance during this six-month period does not change our belief that the sector offers attractive long-term growth prospects.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

10

AMSOUTH MID CAP FUND

PORTFOLIO MANAGERS OakBrook Investments, LLC (sub-advisor): Neil Wright, President and Chief Investment Officer Janna Sampson, Director or Portfolio Management Peter Jankovskis, Director of Research As portfolio managers for the AmSouth Mid Cap Fund, Neil Wright, Janna Sampson and Peter Jankovskis are three veteran investment professionals who have more than 50 years of combined experience. Neil and Peter have PhDs in economics, and Janna holds an MA in economics. They have worked together for the past 11 years. The team also manages the AmSouth Select Equity Fund and the AmSouth Enhanced Market Fund.

INVESTMENT RISK CONSIDERATIONS

Mid capitalization funds typically carry additional risks since smaller companies generally have a higher risk of failure.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund’s shares delivered a total return of 19.57% (Class A Shares at NAV), compared to a 19.03% return for the Fund’s benchmark, the S&P MidCap 400 Index¹. The Lipper Mid-Cap Core Funds Average¹ returned 18.56%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50%, and recurring fees, the Fund’s six month, 1 Year, and Since Inception (5/4/99) average annual total returns for the six months ended January 31, 2004, were 12.96%, 33.64% and 3.53%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance during the period?

A. This Fund is an enhanced index fund that tracks the S&P MidCap 400 Index¹. We attempt to outperform the benchmark by making slight adjustments to the Fund’s stakes in individual shares. We base our adjustments on a computer model that estimates market sentiment about the prospects for individual companies. We believe the Fund’s enhanced-index approach helped it to benefit from strong gains among mid-cap stocks during the period.

Our computer model helped the Fund outperform the benchmark during the period. This model tends to produce its best performance when investors’ focus on earnings and other business fundamentals, rather than on factors such as politics. The market did focus on fundamentals during this period, and we believe the model’s guidance for individual stock allocation helped the Fund produce strong relative returns. The model led us to over-weight shares of technology and energy companies during the period, helping boost relative performance. The Fund’s relative returns also benefited from an underweight position in consumer discretionary stocks.‡

Our quantitative model led us to over-weight health care stocks. Health care slightly under-performed the overall market, and as a result produced a small drag on the Fund’s returns.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

The AmSouth Mid Cap Fund is subadvised by OakBrook Investments, LLC, which is paid a fee for its services.

11

AMSOUTH SMALL CAP FUND

PORTFOLIO MANAGER Sawgrass Asset Management, LLC (sub-advisor): Dean McQuiddy, CFA Principal and Director of Equity Investments Dean McQuiddy serves as portfolio manager for the AmSouth Small Cap Fund. He has nearly 20 years of experience in investment management and holds a BS in finance. He created and managed the small-cap growth product at Barnett Capital Advisors for 11 years. INVESTMENT RISK CONSIDERATIONS Small capitalization funds typically carry additional risks since smaller companies generally have a higher risk of failure.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund posted a 15.24% (Class A Shares at NAV) return. In comparison, the Fund’s benchmark, the Russell 2000 Growth Index¹, returned 21.81%. The Lipper Small Cap Growth Funds Average¹ returned 20.74%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50%, the Fund’s six month, 1 Year, and Since Inception (3/2/98) average annual total returns for the six months ended January 31, 2004 were 8.90%, 30.20% and -0.45%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance during the period?

A. The Fund benefited in absolute terms from strong performance in the stock market. Stocks moved higher as stimulative fiscal and monetary policies helped spark growth in the economy, and corporate profits continued to improve. Meanwhile, investor confidence rebounded from weak levels after the end of the bear market.

The Fund’s returns under-performed the benchmark during the six-month period. We maintained our disciplined strategy of investing in attractively valued, profitable companies with strong balance sheets and consistent earnings growth. We believe that led us to underweight technology stocks relative to the benchmark, as many stocks in that sector lacked such characteristics. That underweight position ultimately hurt performance as technology stocks—particularly low-quality, speculative shares—performed very well during the period.‡

In our opinion, the Fund’s strong individual stock selection helped outpace its benchmark in seven out of 10 sectors. The Fund posted positive returns relative to the benchmark in the consumer discretionary, consumer staples, energy, financial services, and industrials sectors. We found many attractive investments in these industries, particularly among consumer discretionary stocks such as homebuilders, retailers, and restaurants.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

The AmSouth Small Cap Fund is subadvised by Sawgrass Asset Management, LLC, which is paid a fee for its services.

12

AMSOUTH INTERNATIONAL EQUITY FUND

PORTFOLIO MANAGERS Dimensional Fund Advisors, Inc. (sub-advisor) Dimensional Fund Advisors Inc. employs a team approach in sub-advising the International Equity Fund. The Investment Committee sets policy and procedures, and portfolio managers make daily decisions regarding the Fund. Karen Umland, VP and portfolio manager, heads the international group. Portfolio managers on the international team are located in Los Angeles, London and Sydney. INVESTMENT RISK CONSIDERATIONS International investing involves increased risk and volatility.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund returned 31.62% (Class A Shares at NAV) for the period. That compared to a return of 25.35% for the Morgan Stanley Capital International (MSCI) EAFE (Europe, Australasia, and Far East) Index¹. The Lipper International Funds Average¹ returned 23.39% for the six-month period. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50% and recurring fees, the Fund’s six month, 1 Year, 5 Year and Since Inception (8/18/97) average annual total returns for the six months ended January 31, 2004 were 24.32%, 51.69%, 1.52% and 1.99%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance?

A. International stocks across the major geographical regions posted very strong gains during the period. The Pacific Rim and Japan led the surge, and the United Kingdom and continental Europe performed well. That rally helped boost the returns of the Fund and its benchmark.

Dimensional Fund Advisors’ investment approach focuses on stocks’ book value-to-market capitalization ratio¹. We rank the stocks in each of 21 developed markets by that ratio, and invest in the top 30% of stocks in each country. We base that approach on studies showing that book value-to-market capitalization and company size are the most important factors in determining long-term stock performance.

International value stocks outperformed international growth stocks during the six-month period, boosting the Funds’ returns against the benchmark. The Fund’s value focus typically leads it to invest in somewhat smaller stocks than the shares represented by the index. We believe that smaller average market capitalization also helped returns versus the benchmark, because smaller stocks outperformed larger stocks during the period. We do not attempt to gauge the prospects for a given country or region, but maintain the Fund’s geographical allocations close to those of the index; therefore geographical allocations do not affect this Fund’s relative returns.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

The AmSouth International Equity Fund is subadvised by Dimensional Fund Advisors, Inc., which is paid a fee for its services.

13

AMSOUTH BALANCED FUND

PORTFOLIO MANAGERS Tin Y. Chan, CFA Senior Vice President John P. Boston, CFA Senior Vice President AmSouth Bank AmSouth Asset Investment Management Inc. With more than a decade of experience in equity investments and research, Tin Chan has had portfolio management responsibilities for retail and insurance-related mutual funds. He holds two undergraduate degrees from Cornell University and earned an MBA from the Graduate School of Business at the University of Chicago. He also serves as manager of the AmSouth Value Fund. John Boston also manages the AmSouth Limited Term Bond Fund and co-manages the AmSouth Bond Fund and the AmSouth Government Income Fund. He has 14 years of experience as a fixed income manager. He holds a bachelor’s degree in finance and political science.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund posted a 10.09% return (Class A Shares at NAV), during the period. In comparison, the Fund’s benchmarks, the S&P 500 Stock Index¹ and the Lehman Brothers Government/Credit Bond Index¹ posted total returns of 15.22% and 4.76% respectively. The Lipper Balanced Funds Average¹ posted a total return of 11.01%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50%, and recurring fees, the Fund’s six month, 1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004 were 4.05%, 13.41%, 3.91% and 8.04%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the performance of the Fund during the period?

A. The equity portion of the Fund benefited in absolute terms from dramatic growth in the economy and the stock market during the period. Equities were coming off very depressed levels in 2003, which helped fuel the stock market rally. The Fund’s allocation in equities rose from 56.2% to 59.8% of assets during the period.‡

We underweighted consumer staples stocks relative to the benchmark in the equity portion of the Fund as we anticipated weak growth among shares of such defensively positioned companies. We believed that economically sensitive sectors such as consumer discretionary and financials would be the primary beneficiaries of an economic rebound. The underweight position in the consumer staples sector benefited relative performance as consumer staples stocks significantly underperformed the benchmark.‡

The Fund’s relative return was hurt by the strong performance of small-capitalization, high-risk stocks—most notably in the technology sector. We held an underweight position among such stocks due to the Fund’s bias towards large-cap shares of high-quality companies.‡

The fixed-income portion of the Fund was positioned with an overweight relative to its benchmark in corporate issues. That helped the Fund’s bond holdings to keep pace with its benchmark, as corporate bonds were the best performers in the fixed-income sector. Such bonds performed well due to the improving economic environment and acceleration in corporate profits. Investors found the potential for high return among such securities outweighed their additional risk.

Among corporate bonds, lower-quality securities outperformed higher-quality securities. The Fund’s benchmark, the Lehman Brothers Government/Credit Bond Index¹, held a nearly 20% stake in BBB-rated securities. That hurt relative performance in the fixed-income portion of the Fund, as the Fund’s high-quality bias allows for investments in securities rated A or better.‡

We positioned the fixed-income portion of the Fund with an average maturity shorter than that of its benchmark, which hurt relative returns during the period. We employed such a duration strategy as we anticipated that the stimulative fiscal and monetary policy during the period would spark a rise in interest rates. Though the fiscal and monetary policy succeeded in driving economic growth, interest rates did not rise during the period. In that environment, long-term yields fell further than short-term yields, which resulted in a larger price increase for bond with longer average maturities.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

14

AMSOUTH STRATEGIC PORTFOLIOS

STRATEGIC PORTFOLIOS Aggressive Growth Growth Growth and Income Moderate Growth and Income The AmSouth Strategic Portfolios are managed by a team of AmSouth investment managers, including both equity and fixed income specialists. The team has more than 40 years of combined investment management experience.

Q. How did the Funds perform during the period?

A. For the six months ended January 31, 2004, the Funds’ total returns, benchmark returns and other comparative returns were as follows:

AmSouth Strategic Portfolios: Aggressive Growth Portfolio (Class A Shares at NAV): 14.99%

S&P 500 Stock Index¹: 15.22%

Lipper Multi-Cap Core Funds Average¹: 15.72%

AmSouth Strategic Portfolios: Growth Portfolio (Class A Shares at NAV): 12.29%

S&P 500 Stock Index¹: 15.22%

Lipper Multi-Cap Growth Funds Average¹: 15.28%

AmSouth Strategic Portfolios: Growth and Income Portfolio (Class A Shares at NAV): 9.99%

S&P 500 Stock Index¹: 15.22%

Merrill Lynch Government/Corporate Master Index¹: 4.64%

Lipper Large Cap Value Funds Average¹: 15.84%

AmSouth Strategic Portfolios: Moderate Growth and Income Portfolio (Class A Shares at NAV): 8.35%

S&P 500 Stock Index¹: 15.22%

Merrill Lynch Government/Corporate Master Index¹: 4.64%

Lipper Flexible Portfolio Funds Average¹: 11.94%

The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 5.50% and recurring fees, the six-month, 1 Year,

5 Year and Since Inceptions average annual total returns for the Class A Shares for the six months ended January 31, 2004 were 8.67%, 25.21%, 0.41% and 0.55%, respectively, for the Aggressive Growth Portfolio. The six-month, 1 Year and Since Inceptions returns for Class A Shares for the six months ended January 31, 2004 were 6.08%, 18.07% and 0.78%, respectively, for the Growth Portfolio; 3.91%, 13.12% and 1.95%, respectively, for the Growth and Income Portfolio; and 2.35%, 9.57% and 2.51%, respectively, for the Moderate Growth and Income Portfolio. The returns quoted assume reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Portfolios’ performance?

A. The stock market posted strong gains during the six-month period, helping boost returns for the Strategic Portfolios and their benchmarks. Meanwhile, fixed-income securities generally produced low but positive returns. Those trends caused the portfolios with higher equity allocations to outperform the more conservative portfolios.

We implemented the AmSouth Diversified Equity Strategy prior to the beginning of the six-month period. That strategy improved the Portfolios’ equity diversification by increasing exposure to small-cap and international stock funds, as well as by balancing the Portfolios’ equity assets equally between growth- and value- oriented stock funds. The Diversified Equity Strategy helped boost the Portfolios’ returns during the period, because small-cap and international stocks outperformed large-cap domestic shares.‡

We increased the more-aggressive portfolios’ equity positions in November as economic data made stocks more attractive. Those increases were as follows: AmSouth Strategic Portfolios: Aggressive Growth Portfolio (from 90% to 95% of assets); AmSouth Strategic Portfolios: Growth Portfolio (from 70% to 75% of assets); AmSouth Strategic Portfolios: Growth and Income Portfolio (from 55% to 60% of assets). The Portfolios’ greater equity exposure helped them capitalize on the stock market’s strong gains during December and January.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

15

AMSOUTH GOVERNMENT INCOME FUND

PORTFOLIO MANAGERS John P. Boston, CFA Senior Vice President Michael T. Lytle, CFA Investment Officer AmSouth Bank AmSouth Asset Management Inc. John Boston also manages the AmSouth Limited Term Bond Fund and co-manages the AmSouth Bond Fund. He has 14 years of experience as a fixed income manager. He holds a bachelor’s degree in finance and political science and is a Chartered Financial Analyst. Michael Lytle is a fixed income portfolio manager for AmSouth Asset Management Inc., specializing in taxable fixed income securities. Mr. Lytle joined AmSouth Asset Management group in 1999. He earned his bachelor’s degree from Berry College, and is a Chartered Financial Analyst.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund returned 2.26% (Class A Shares at NAV) for the period. In comparison, the Fund’s benchmark, the Lehman Brothers Mortgage Index¹ produced a 4.03% return. The Lipper U.S. Mortgage Funds Average¹ produced a 3.54% return.

With the maximum sales charge of 4.00%, and recurring fees, the Fund’s six month, 1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004 were -1.84%, -2.04% and 5.76%, respectively, for Class A Shares. The quoted returns assume the reinvestment of dividends and capital gains distributions. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance during the period?

A. Strong economic growth and improving corporate profits led us to expect higher interest rates during the period. However, interest rates remained relatively stable despite the rebound in the economy and in corporate profits. Yields on longer-term securities declined in that environment. We kept the Fund’s average maturity shorter than that of the benchmark throughout the period, which slightly hurt relative performance as yields fell.‡

The Fund invests in mortgage pass-through securities, Treasury notes and agency issues. By contrast, the Fund’s benchmark holds just mortgage-backed bonds, which outperformed Treasury and agency bonds during the period. As a result, the Fund’s Treasury and agency bond holdings dragged on relative returns somewhat. We increased the Fund’s allocation to mortgage-backed bonds, because such issues offered significantly higher yields than Treasuries. That strategy benefited performance. That said, the high quality of the Fund’s portfolio dragged on returns against the benchmark, as lower-quality issues in the broader mortgage index were among the period’s best performers.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

16

AMSOUTH LIMITED TERM BOND FUND

PORTFOLIO MANAGER John P. Boston, CFA Senior Vice President AmSouth Bank AmSouth Asset Management Inc. John Boston manages the AmSouth Limited Term Bond Fund and co-manages the AmSouth Bond Fund. He has 14 years of experience as a fixed income manager. He holds a bachelor’s degree in finance and political science and is a Chartered Financial Analyst.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund’s total return for the period ended was 1.30% (Class A Shares at NAV). In comparison, the Fund’s benchmark, the Merrill Lynch 1-5-Year Government/Corporate Bond Index¹ gained 2.17%. The Lipper Short-Intermediate Investment Grade Debt Funds Average¹ gained 2.54%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 4.00%, and recurring fees, the Fund’s six month, 1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004 were -2.72%, -1.91%, 4.29% and 4.88%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance?

A. Strong economic growth and improving corporate profits led us to position the Fund with a 54% stake in corporate bonds at the beginning and end of the period. Spreads between corporate bonds and Treasuries narrowed during the period as investors were willing to take on more risk for the potential of higher returns. That demand pushed prices higher on corporate issues. The Fund’s overweight position in corporate bonds benefited relative performance.‡

We expected interest rates to rise during the period due to stimulative fiscal and monetary policy that resulted in strong economic growth and improving corporate profits. As a result, we positioned the Fund with an average maturity shorter than that of its benchmark. Although interest rates did not rise during the period, we believe the Fund’s shorter maturity structure still is the appropriate investment strategy.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

17

AMSOUTH BOND FUND

PORTFOLIO MANAGERS Brian B. Sullivan, CFA Chief Fixed Investment Officer John P. Boston Senior Vice President AmSouth Bank AmSouth Asset Management Inc. Brian Sullivan has more than 17 years of fixed income investment management experience and holds an MBA in finance and a bachelor’s degree in economics. John Boston has 14 years of investment experience as a fixed income manager. He holds a bachelor’s degree in finance and political science. John Boston manages the AmSouth Limited Term Bond Fund and co-manages the AmSouth Bond Fund. He has 14 years of experience as a fixed income manager. He holds a bachelor’s degree in finance and political science and is a Chartered Financial Analyst.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund returned 2.99% (Class A Shares at NAV) during the period. The Fund’s benchmark, the Lehman Brothers Government/Credit Bond Index¹ returned 4.76%. The Lipper Corporate Debt Funds A Rated Average¹, returned 4.84%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 4.00% and recurring fees, the Fund’s six month,

1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004 were -1.11%, -0.71%, 5.08% and 5.94%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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 current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the performance of the Fund?

A. Strong economic growth and accelerating corporate profits led us to over-weight corporate bonds relative to the benchmark during the period. The Fund began the period with 51% of its portfolio invested in corporate bonds, and we increased that position to 54% by the end of the period. That strategy helped the Fund keep pace with its benchmark as corporate issues outperformed Treasury and agency bonds.‡

Low-quality corporate bonds were the strongest performing issues during the period as investors were willing to take on added risk for potentially higher returns. The Fund’s benchmark held a nearly 20% stake in BBB-rated securities, while the Fund only holds securities rated A or better. Bonds rated BBB outperformed A-rated securities by more than two percentage points during the period. As a result, the Fund’s high-quality portfolio hurt relative performance during the period.‡

The Fund’s average maturity was positioned shorter than that of its benchmark, as we believed that the stimulative fiscal and monetary policy during the period would lead to higher interest rates. That fiscal and monetary policy helped drive positive economic growth and increased demand for credit, but interest rates did not rise during the period. Yields on longer-term bonds fell further than yields on shorter-term bonds in that environment. That pushed prices higher on longer-term bonds, which ultimately hurt relative returns due to the Fund’s short average maturity versus its benchmark.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

18

AMSOUTH MUNICIPAL BOND FUND

PORTFOLIO MANAGER Dorothy E. Thomas, CFA Senior Vice President AmSouth Bank AmSouth Asset Management Inc. Dorothy Thomas has more than 20 years of experience as an investment portfolio manager. She holds an MBA and a BA in economics and serves as manager of tax-exempt fixed income investments for AmSouth. She is also the portfolio manager for the AmSouth Florida Tax-Exempt Fund and the AmSouth Tennessee Tax-Exempt Fund. INVESTMENT RISK CONSIDERATIONS The Fund’s income may be subject to certain state and local taxes and, depending on one’s tax status, the federal alternative minimum tax.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund returned 3.44% (Class A Shares at NAV) for the period. In comparison, the Fund’s benchmark, the Merrill Lynch 1-12 Year Municipal Bond Index¹ gained 5.48%. The Lipper General Municipal Debt Funds Average¹ gained 5.61%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 4.00%, and recurring fees, the Fund’s six month,

1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004 were -0.69%, -0.54%, 3.52% and 4.09%, respectively, for Class A Shares. The returns quoted assume the reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

As of January 31, 2004, the Fund’s 30-day SEC yield was 1.63%. For investors in the 38.6% federal income tax bracket, that is equivalent to a taxable yield of 2.65%. Shareholders who are residents of Alabama could realize a higher taxable-equivalent yield. The yield percentage is annualized.

We achieved our objectives while maintaining an average credit quality of AA (as rated by Standard & Poor’s). The Fund’s average maturity was 4.71 years as of January 31, 2004.‡

Q. What factors affected the Fund during the period?

A. Volatility was the most distinguishing feature in the municipal markets during the period, despite the fact that the Federal Reserve Board kept short-term interest rates

at 1.00%. Municipal bonds typically are less volatile than the rest of the fixed- income market. However, investors’ concerns about the strength and timing of the economic recovery kept volatility high among such bonds. Supply in the municipal market remained strong during the period.

We positioned the Fund defensively, with an average duration shorter than that of its benchmark. We believed that the risk of rising interest rates was greater than the probability that rates would move lower, and the shorter average duration helped protect against rising rates. We also invested in securities with high credit ratings, as we did not believe that the added return available on lower-rated securities justified their additional risk. The Fund’s defensive positioning hurt relative returns, as lower-quality securities with longer durations were the best performers during the period.‡

‡ The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

19

AMSOUTH FLORIDA TAX-EXEMPT FUND

PORTFOLIO MANAGER Dorothy E. Thomas, CFA Senior Vice President AmSouth Bank AmSouth Asset Management Inc. Dorothy Thomas has more than 20 years of experience as an investment portfolio manager. She holds an MBA and a BA in economics and serves as manager of tax-exempt fixed income investments for AmSouth. She also is the portfolio manager for the AmSouth Municipal Bond Fund and the AmSouth Tennessee Tax-Exempt Fund. INVESTMENT RISK CONSIDERATIONS The Fund’s income may be subject to certain state and local taxes and, depending on one’s tax status, the federal alternative minimum tax.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund’s total return during the six-month period ended January 31, 2004 was 3.53% (Class A Shares at NAV). In comparison, the Fund’s benchmark, the Merrill Lynch 1-12 Year Municipal Bond Index¹ gained 5.48%. The Lipper Florida Intermediate Municipal Debt Funds Average¹ returned 4.34%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

It is also important to recognize income yield to shareholders. As of January 31, 2004, the Fund’s 30-day SEC yield was 1.80%. For investors in the 38.6% federal income tax bracket, that is equivalent to a taxable yield of 2.93%. Shareholders who are residents of Florida could realize a higher taxable-equivalent yield. The yield percentage is annualized.

We achieved our objectives while maintaining an average credit quality of AA (as rated by Standard & Poor’s). The Fund’s average maturity was 4.98 years as of January 31, 2004.‡

With the maximum sales charge of 4.00% and recurring fees, the Fund’s six month, 1 Year, 5 Year, and Since Inception (9/30/94) average annual total returns for the six months ended January 31, 2004 were -0.65%, -0.63%, 3.45%, and 4.68%, respectively, for Class A Shares. The returns quoted assume reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

Q. What factors affected the Fund’s performance during the period?

A. The Federal Reserve Board maintained short-term interest rates at 1.00% during the period. Rates in the municipal market fell modestly from the beginning to the end of the period, but were volatile during much of the six months through January 31, 2004. That volatility was caused by investor worries about the strength and timing of the economic recovery, and about the direction of monetary policy.

The Fund was positioned with a duration shorter than that of its benchmark. We employed that defensive strategy because we were concerned about rising interest rates as the economy continued to gain strength. That strategy hurt the Fund’s relative returns, as municipal bonds with longer durations outperformed shorter-term bonds. We also favored high-quality municipal issues with credit ratings of A or better. That did not benefit the Fund’s relative performance, as lower-quality issues performed very well during the period. However, we did not think the additional yield available on lower-rated municipal bonds provided adequate compensation for the increased risk such issues represented.‡

‡   The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

20

AMSOUTH TENNESSEE TAX-EXEMPT FUND

PORTFOLIO MANAGER Dorothy E. Thomas, CFA Senior Vice President AmSouth Bank AmSouth Asset Management Inc. Dorothy Thomas has more than 20 years of experience as an investment portfolio manager. She holds an MBA and a BA in economics and serves as manager of tax-exempt fixed income investments for AmSouth. She also is the portfolio manager for the AmSouth Municipal Bond and the AmSouth Florida Tax-Exempt Fund. INVESTMENT RISK CONSIDERATIONS The Fund’s income may be subject to certain state and local taxes and, depending on one’s tax status, the federal alternative minimum tax.

Q. How did the Fund perform during the six months ended January 31, 2004?

A. The Fund delivered a 3.31% total return (Class A Shares at NAV) for the period. In comparison, the Fund’s benchmark, the Merrill Lynch 1-12-Year Municipal Bond Index¹ gained 5.48%. The Lipper Other States Intermediate Municipal Debt Funds Average¹ gained 4.33%. The Fund’s total return does not reflect the deduction of a sales charge or recurring fees on Class A Shares. If reflected, the sales charge and recurring fees would reduce the performance quoted.

With the maximum sales charge of 4.00%, and recurring fees, the Fund’s six month,

1 Year, 5 Year and 10 Year average annual total returns for the six months ended January 31, 2004 were -0.82%, -0.86%, 2.86% and 3.11%, respectively, for Class A Shares. The quoted returns assume reinvestment of dividends and capital gains distributions.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

It is also important to recognize income yield to shareholders. The Fund’s annualized 30-day SEC yield was 1.50% as of January 31, 2004. For investors in the 38.6% federal income tax bracket, that is equivalent to a taxable annualized yield of 2.44% Shareholders who are residents of Tennessee could realize a higher taxable-equivalent yield.

We achieved the Fund’s objectives while maintaining an average credit quality of AA+ (as rated by Standard & Poor’s). The Fund’s average maturity as of January 31, 2004 was 4.89 years.‡

Q. What factors affected the Fund’s performance during the period?

A. The Federal Reserve Board kept short-term interest rates at 1.00% during the period, and municipal yields ended the period slightly below where they started. That said yields were very volatile as investors became alternately concerned and optimistic about the strength and timing of the economic recovery.

We positioned the Fund defensively during the period, with a shorter duration and a higher-quality portfolio than the benchmark. We employed that defensive strategy because we anticipated rising interest rates and did not believe that the higher returns on lower-quality municipal issues were worth their additional risk. That strategy ultimately hurt relative performance as lower quality and longer-term municipal issues were the strongest performers during the period.‡

‡  The Fund’s portfolio composition is subject to change.

¹ See Glossary of Terms for additional information.

21

THE AMSOUTH MONEY MARKET FUNDS

PORTFOLIO MANAGERS Team Managed.	INVESTMENT RISK CONSIDERATIONS The AmSouth Tax Exempt Money Market Fund’s income may be subject to certain state and local taxes and, depending on one’s tax status, the federal alternative minimum tax.
	Investments in the Prime, the U.S. Treasury Reserve, the Tax-Exempt, the Institutional Prime Obligations Money Market Funds are neither insured or guaranteed by the FDIC or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Q. What factors affected the performance of the Funds during the six month period January 31, 2004?

A. Short-term interest rates began the period at very low levels. The Federal Reserve Board (the Fed) maintained those low rates in an attempt to address concerns about deflation and a weak job market. The Fed’s neutral position led to a very stable period in the money markets. We maintained average maturities close to the Funds’ benchmarks throughout the period.

Corporations began issuing somewhat more short-term debt during the period. Despite that increase, supply of corporate paper was very tight – a trend that has characterized the corporate market during the past several years. Lower-quality debt led the market, but did not present attractive enough yield to justify its additional risk. We maintained very high credit quality in the Funds throughout the period.

• As of January 31, 2004, the Prime Obligations Fund’s average maturity was 59 days, compared to 62 days on July 31, 2003, and 51 days on January 31, 2003.‡

• As of January 31, 2004, the Tax-Exempt Fund’s average maturity was 35 days, compared to 36 days on July 31, 2003, and 51 days on January 31, 2003.‡

• As of January 31, 2004, the Treasury Reserve Fund’s average maturity was 45 days, compared to 55 days on July 31, 2003, and 47 days on January 31, 2003.‡

• As of January 31, 2004, the Institutional Prime Obligations Fund’s average maturity was 64 days, compared to 56 days on July 31, 2003, and 55 days on January 31, 2003.‡

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The 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. Current value may be lower or higher than the performance quoted. To obtain performance information current to the most recent month, please visit www.amsouthfunds.com.

‡ The composition of the Fund’s holdings is subject to change.

22

VALUE FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (99.7%)
Aerospace/Defense (5.9%)
Boeing Co.	404,900	$	16,905
Lockheed Martin Corp.	53,300		2,591
Raytheon Co.	259,954		7,931
United Technologies Corp.	67,752		6,473
			33,900
Apparel (2.6%)
Liz Claiborne, Inc.	68,455		2,449
Nike, Inc., Class B	132,800		9,250
V.F. Corp.	69,600		2,958
			14,657
Banking (4.8%)
Bank of America Corp.	151,428		12,336
SunTrust Banks, Inc.	46,988		3,400
Wachovia Corp.	255,000		11,791
			27,527
Chemicals — Specialty (0.7%)
Dow Chemical Co.	90,723		3,806
Computer Hardware (4.8%)
Hewlett-Packard Co.	875,248		20,822
IBM Corp.	66,635		6,612
			27,434
Computer Software & Services (3.1%)
Computer Associates International, Inc.	249,900		6,532
EMC Corp. (b)	775,000		10,881
			17,413
Distribution/Wholesale (0.6%)
Genuine Parts Co.	111,900		3,688
Diversified Manufacturing (3.4%)
Honeywell International, Inc.	154,118		5,567
Illinois Tool Works, Inc.	25,552		1,996
Tyco International, Ltd.	444,493		11,890
			19,453
Entertainment (0.5%)
Walt Disney Co.	122,670		2,944
Financial Services (21.4%)
CIT Group, Inc.	565,160		21,431
Citigroup, Inc.	671,480		33,226
FleetBoston Financial Corp.	193,154		8,611
Freddie Mac	137,835		8,604
Goldman Sachs Group, Inc.	141,400		14,076
J.P. Morgan Chase & Co.	350,919		13,647
Prudential Financial, Inc.	100,184		4,358
Washington Mutual, Inc.	412,961		18,294
			122,247
Food Distributors & Wholesalers (1.5%)
Costco Wholesale Corp. (b)	230,000		8,528
Forest & Paper Products (1.0%)
International Paper Co.	60,000		2,536
MeadWestvaco Corp.	128,149		3,456
			5,992

Continued

	Shares	Value
COMMON STOCKS, continued
Gaming (0.4%)
Caesars Entertainment, Inc. (b)	215,052	$	2,462
Insurance (11.0%)
ACE Ltd.	168,229		7,305
AFLAC, Inc.	323,600		11,934
American International Group, Inc.	200,000		13,891
MetLife, Inc.	288,771		9,688
St. Paul Cos., Inc.	145,103		6,113
Travelers Property Casualty Corp., Class B	495,209		8,963
XL Capital, Ltd.	63,000		5,009
			62,903
Machinery & Equipment (1.1%)
Black & Decker Corp.	118,600		6,078
Medical Products (0.9%)
Becton, Dickinson & Co.	111,510		5,025
Metals & Mining (2.5%)
Alcoa, Inc.	410,000		14,014
Multimedia (4.0%)
Time Warner, Inc. (b)	569,052		9,998
Viacom, Inc., Class B	325,000		13,098
			23,096
Oil & Gas Exploration, Production, & Services (9.0%)
Anadarko Petroleum Corp.	112,500		5,614
Burlington Resources, Inc.	35,700		1,954
ChevronTexaco Corp.	140,265		12,111
ConocoPhillips	170,998		11,265
Devon Energy Corp.	100,000		5,646
Halliburton Co.	264,187		7,965
Kerr-McGee Corp.	70,988		3,459
Occidental Petroleum Corp.	70,000		3,084
			51,098
Pharmaceuticals (1.3%)
Bristol-Myers Squibb Co.	272,806		7,652
Real Estate (0.6%)
Simon Property Group, Inc.	69,100		3,597
Restaurants (0.4%)
McDonald’s Corp.	90,224		2,322
Retail (5.8%)
Home Depot, Inc.	428,245		15,190
J.C. Penney Co., Inc., Holding Co.	360,000		9,425
Limited Brands	334,881		6,095
Office Depot, Inc. (b)	147,024		2,345
			33,055
Semiconductors (1.5%)
Texas Instruments, Inc.	269,151		8,438
Transportation & Shipping (1.4%)
FedEx Corp.	115,900		7,798
Travel (1.7%)
Carnival Corp.	216,367		9,611

Continued

23

VALUE FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Utilities — Electric & Gas (3.9%)
American Electric Power Co., Inc.	250,694	$	8,185
Dominion Resources, Inc.	94,746		6,079
Entergy Corp.	135,400		7,918
			22,182
Utilities — Telecommunications (3.9%)
BellSouth Corp.	222,666		6,509
SBC Communications, Inc.	313,703		7,998
Sprint Corp.	198,998		3,465
Verizon Communications, Inc.	111,466		4,109
			22,081
TOTAL COMMON STOCKS			569,001
INVESTMENT COMPANIES (0.2%)
AmSouth Prime Money Market Fund †	1,084,600		1,084
AmSouth U.S. Treasury Reserve Money Market Fund †	197,635		198
TOTAL INVESTMENT COMPANIES			1,282
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (12.8%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	73,349,084		73,349
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			73,349
TOTAL INVESTMENTS (Cost $489,900) (a) — 112.7%			643,632
Liabilities in excess of other assets — (12.7%)			(72,799	)
NET ASSETS — 100.0%		$	570,833

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	154,891
Unrealized depreciation		(1,159	)
Net unrealized appreciation	$	153,732

(b) Represents non-income producing security.

† Represents investment in affiliated security.

See notes to financial statements.

SELECT EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (98.8%)
Consumer Discretionary (34.4%)
Gannett Co., Inc.	49,300	$	4,226
Harley-Davidson, Inc.	85,100		4,344
Home Depot, Inc.	174,500		6,190
McDonald’s Corp.	244,000		6,280
Snap-on, Inc.	75,200		2,342
Tribune Co.	58,400		2,989
Walt Disney Co.	172,600		4,142
			30,513
Consumer Staples (26.6%)
General Mills, Inc.	85,100		3,866
Gillette Co.	113,400		4,111
H.J. Heinz Co.	117,000		4,139
J.M. Smucker Co.	51,578		2,403
Kimberly-Clark Corp.	71,900		4,246
SYSCO Corp.	129,000		4,894
			23,659
Health Care (3.6%)
Pfizer, Inc.	88,420		3,239
Industrials (29.4%)
American Power Conversion Corp.	201,900		5,005
Automatic Data Processing, Inc.	152,500		6,519
Briggs & Stratton Corp.	35,300		2,331
Pitney Bowes, Inc.	160,300		6,505
Waste Management, Inc.	208,560		5,790
			26,150
Materials (4.8%)
International Flavors & Fragrances, Inc.	116,300		4,264
TOTAL COMMON STOCKS			87,825
INVESTMENT COMPANIES (1.8%)
AmSouth Prime Money Market Fund †	1,567,511		1,567
AmSouth Treasury Reserve Money Market Fund †	4,910		5
TOTAL INVESTMENT COMPANIES			1,572
TOTAL INVESTMENTS (Cost $77,753) (a) — 100.6%			89,397
Liabilities in excess of other assets — (0.6%)			(502	)
NET ASSETS — 100.0%		$	88,895

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	12,514
Unrealized depreciation		(870	)
Net unrealized appreciation	$	11,644

† Represents investment in affiliated security.

See notes to financial statements.

24

ENHANCED MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (96.6%)
Consumer Discretionary (8.4%)
American Greetings Corp., Class A (b)	1,000	$	21
AutoZone, Inc. (b)	2,300		194
Best Buy Co., Inc.	5,100		257
Big Lots, Inc. (b)	3,700		52
Black & Decker Corp.	2,500		128
Boise Cascade Corp.	900		29
Brunswick Corp.	1,400		49
Centex Corp.	1,800		191
Circuit City Stores, Inc.	6,600		71
Clear Channel Communications, Inc.	3,200		144
Comcast Corp., Class A (b)	27,912		951
Cooper Tire & Rubber Co.	1,100		22
Dana Corp.	2,300		48
Darden Restaurants, Inc.	5,250		105
Delphi Corp.	17,437		184
Dillard’s, Inc., Class A	2,700		46
Dollar General Corp.	8,700		193
Eastman Kodak Co.	1,900		54
eBay, Inc. (b)	5,400		362
Family Dollar Stores, Inc.	5,500		191
Federated Department Stores, Inc.	2,900		138
Fortune Brands, Inc.	4,600		323
General Motors Corp.	8,900		442
Harrah’s Entertainment, Inc.	3,500		186
Hasbro, Inc.	2,800		55
Home Depot, Inc.	47,700		1,691
International Game Technology	5,500		206
Interpublic Group of Cos., Inc. (b)	1,800		30
J.C. Penney Co., Inc., Holding Co.	900		24
Johnson Controls, Inc.	5,600		330
Jones Apparel Group, Inc.	4,000		136
KB Home	1,500		101
Knight-Ridder, Inc.	400		31
Limited Brands	8,300		151
Liz Claiborne, Inc.	1,700		61
Lowe’s Cos., Inc.	3,300		177
Marriott International, Inc., Class A	3,700		164
Mattel, Inc.	14,000		265
Maytag Corp.	2,500		72
McDonald’s Corp.	31,000		798
McGraw Hill Cos., Inc.	6,100		458
Meredith Corp.	1,600		81
New York Times Co., Class A	1,000		49
Newell Rubbermaid, Inc.	1,500		37
Office Depot, Inc. (b)	9,800		156
Pulte Homes, Inc.	3,800		164
RadioShack Corp.	2,600		85
Reebok International, Ltd.	1,900		74
Sears, Roebuck & Co.	4,500		199
Sherwin-Williams Co.	2,300		78
Snap-on, Inc.	900		28
Stanley Works	1,300		49
Staples, Inc. (b)	7,800		208
Starwood Hotels & Resorts Worldwide, Inc.	3,200		113
Target Corp.	14,500		550

Continued

	Shares	Value
COMMON STOCKS, continued
Consumer Discretionary, continued
Tiffany & Co.	600	$	24
Time Warner, Inc. (b)	71,700		1,259
TJX Cos., Inc.	8,100		186
Tribune Co.	10,000		512
Tupperware Corp.	900		16
Univision Communications, Inc., Class A (b)	5,100		180
Viacom, Inc., Class B	14,324		577
Visteon Corp.	2,091		22
Walt Disney Co.	8,600		206
Wendy’s International, Inc.	3,600		143
YUM! Brands, Inc. (b)	9,300		315
			14,442
Consumer Staples (9.3%)
Adolph Coors Co., Class B	1,100		62
Altria Group, Inc.	37,800		2,101
Anheuser-Busch Cos., Inc.	2,200		112
Archer-Daniels-Midland Co.	10,211		160
Brown-Forman Corp.	400		19
Clorox Co.	6,900		337
Coca-Cola Co.	44,900		2,211
Coca-Cola Enterprises, Inc.	700		16
CVS Corp.	6,300		225
Gillette Co.	24,300		881
H.J. Heinz Co.	11,200		396
Hershey Foods Corp.	2,100		159
Kellogg Co.	6,500		246
Kimberly-Clark Corp.	13,100		774
Kroger Co. (b)	11,900		221
McCormick & Co., Inc.	4,400		131
Pepsi Bottling Group, Inc.	8,500		225
PepsiCo, Inc.	27,390		1,294
Procter & Gamble Co.	15,100		1,526
R.J. Reynolds Tobacco Holdings, Inc.	2,700		159
Safeway, Inc. (b)	7,000		158
Sara Lee Corp.	24,700		527
SUPERVALU, Inc.	4,200		121
UST, Inc.	5,300		189
Wal-Mart Stores, Inc.	69,500		3,743
Walgreen Co.	1,200		41
			16,034
Energy (7.0%)
Amerada Hess Corp.	2,900		164
Anadarko Petroleum Corp.	4,000		200
Apache Corp.	10,202		393
Ashland, Inc.	1,100		51
BJ Services Co. (b)	5,000		196
Burlington Resources, Inc.	3,200		175
ChevronTexaco Corp.	24,319		2,099
ConocoPhillips	20,264		1,335
Devon Energy Corp.	3,700		209
EOG Resources, Inc.	3,600		163
Exxon Mobil Corp.	120,264		4,905
Halliburton Co.	13,900		419

Continued

25

ENHANCED MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Energy, continued
Kerr-McGee Corp.	3,200	$	156
Marathon Oil Corp.	7,500		244
Nabors Industries, Ltd. (b)	2,300		101
Noble Corp. (b)	4,200		156
Rowan Cos., Inc. (b)	3,000		69
Schlumberger Ltd.	9,300		569
Sunoco, Inc.	2,400		133
Transocean, Inc. (b)	5,100		137
Unocal Corp.	6,500		239
			12,113
Financials (19.1%)
ACE Ltd.	4,400		191
AFLAC, Inc.	16,300		601
Allstate Corp.	11,200		509
Ambac Financial Group, Inc.	2,900		217
American Express Co.	20,500		1,063
American International Group, Inc.	41,516		2,883
Apartment Investment & Management Co., Class A	1,500		53
Bank of America Corp.	23,800		1,939
Bank of New York Co., Inc.	12,200		387
Bank One Corp.	18,000		911
Bear Stearns Cos., Inc.	1,600		132
Capital One Financial Corp.	3,600		256
Charter One Financial, Inc.	5,954		216
Chubb Corp.	5,900		422
Citigroup, Inc.	93,266		4,615
Comerica, Inc.	4,400		251
Countrywide Financial Corp.	2,800		234
Equity Office Properties Trust	6,300		187
Equity Residential Property	4,300		125
Fannie Mae	15,500		1,195
Federated Investors, Inc., Class B	3,400		105
Fifth Third Bancorp	9,100		526
FleetBoston Financial Corp.	16,718		745
Franklin Resources, Inc.	4,000		231
Freddie Mac	11,100		693
Golden West Financial Corp.	2,400		249
Goldman Sachs Group, Inc.	1,800		179
Hartford Financial Services Group	4,500		290
J.P. Morgan Chase & Co., Inc.	32,420		1,261
Janus Capital Group, Inc.	3,800		64
John Hancock Financial Services, Inc.	4,600		191
KeyCorp	6,700		208
Lehman Brothers Holdings, Inc.	4,400		361
Lincoln National Corp.	2,800		124
Loews Corp.	4,900		263
Marsh & McLennan Cos., Inc.	8,500		399
MBNA Corp.	20,350		549
Mellon Financial Corp.	6,800		222
Merrill Lynch & Co., Inc.	5,700		335
MetLife, Inc.	12,100		406
Moody’s Corp.	2,400		153
Morgan Stanley Dean Witter & Co.	24,800		1,444

Continued

	Shares	Value
COMMON STOCKS, continued
Financials, continued
National City Corp.	19,500	$	673
Northern Trust Corp.	3,500		166
Piper Jaffray Cos., Inc. (b)	306		14
PNC Financial Services Group	4,400		249
Principal Financial Group, Inc.	5,100		177
Progressive Corp.	6,900		570
ProLogis	2,800		91
Providian Financial Corp. (b)	9,200		126
Prudential Financial, Inc.	8,700		378
Simon Property Group, Inc.	3,000		156
SouthTrust Corp.	5,400		184
St. Paul Cos., Inc.	3,600		152
State Street Corp.	5,300		285
SunTrust Banks, Inc.	4,500		326
Torchmark Corp.	1,800		85
Travelers Property Casualty Corp., Class B	16,010		290
U.S. Bancorp	30,607		865
Union Planters Corp.	3,150		95
Wachovia Corp.	21,200		980
Washington Mutual, Inc.	14,700		651
Wells Fargo & Co.	17,400		999
XL Capital, Ltd., Class A	2,200		175
Zions Bancorp.	1,400		82
			33,154
Health Care (13.9%)
Abbott Laboratories	31,100		1,340
Aetna, Inc.	3,900		273
AmerisourceBergen Corp.	1,800		99
Amgen, Inc. (b)	16,148		1,041
Anthem, Inc. (b)	2,200		180
Bausch & Lomb, Inc.	1,700		91
Baxter International, Inc.	18,700		545
Becton, Dickinson & Co.	8,100		365
Biogen Idec, Inc. (b)	2,730		117
Biomet, Inc.	450		17
Boston Scientific Corp. (b)	13,100		534
Bristol-Myers Squibb Co.	41,400		1,161
C.R. Bard, Inc.	1,600		151
CIGNA Corp.	3,700		229
Eli Lilly & Co.	9,700		660
Forest Laboratories, Inc. (b)	11,600		864
Genzyme Corp. (b)	7,100		389
Guidant Corp.	9,800		626
Humana, Inc. (b)	5,100		119
IMS Health, Inc.	7,600		196
Johnson & Johnson	52,500		2,805
King Pharmaceuticals, Inc. (b)	7,666		128
Medco Health Solutions, Inc. (b)	4,274		157
MedImmune, Inc. (b)	6,400		150
Medtronic, Inc.	25,200		1,240
Merck & Co., Inc.	35,600		1,695
Pfizer, Inc.	123,773		4,535
Quest Diagnostics, Inc.	1,700		145
Schering-Plough Corp.	40,900		717

Continued

26

ENHANCED MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Health Care, continued
St. Jude Medical, Inc. (b)	5,500	$	395
Tenet Healthcare Corp. (b)	7,400		92
UnitedHealth Group, Inc.	19,000		1,157
Watson Pharmaceuticals, Inc. (b)	3,400		158
WellPoint Health Networks, Inc. (b)	2,300		242
Wyeth	27,200		1,114
Zimmer Holdings, Inc. (b)	3,610		276
			24,003
Industrials (11.2%)
3M Co.	15,900		1,258
American Power Conversion Corp.	6,300		156
American Standard Cos., Inc. (b)	2,000		212
Apollo Group, Inc., Class A (b)	2,800		208
Automatic Data Processing, Inc.	9,500		406
Avery Dennison Corp.	3,500		218
Boeing Co.	20,300		848
Burlington Northern Santa Fe	5,900		190
Cintas Corp.	800		36
Concord EFS, Inc. (b)	7,700		109
Convergys Corp. (b)	2,300		38
Cooper Industries, Ltd., Class A	1,400		79
Crane Co.	900		27
CSX Corp.	5,800		183
Deere & Co.	3,800		238
Dover Corp.	6,400		264
Eaton Corp.	2,000		232
Emerson Electric Co.	6,700		428
FedEx Corp.	4,700		316
First Data Corp.	11,800		462
Fluor Corp.	1,300		48
General Dynamics Corp.	6,300		576
General Electric Co.	168,600		5,670
Genuine Parts Co.	700		23
Goodrich Corp.	3,700		114
H & R Block, Inc.	1,400		81
Honeywell International, Inc.	22,100		798
Ingersoll Rand Co.	2,700		180
ITT Industries, Inc.	2,700		201
Lockheed Martin Corp.	12,700		617
Norfolk Southern Corp.	10,000		223
PACCAR, Inc.	1,800		142
Pall Corp.	3,900		101
Pitney Bowes, Inc.	7,400		300
Power-One, Inc. (b)	1,300		16
Raytheon Co.	13,200		403
Rockwell Automation	5,900		192
Rockwell Collins, Inc.	2,800		92
Ryder System, Inc.	2,000		74
Sabre Holdings Corp.	2,300		49
Textron, Inc.	4,300		229
Thomas & Betts Corp.	900		19
Tyco International, Ltd.	31,769		850
Union Pacific Corp.	8,100		522
United Parcel Service, Inc., Class B	10,600		755

Continued

	Shares	Value
COMMON STOCKS, continued
Industrials, continued
United Technologies Corp.	10,500	$	1,003
W. W. Grainger, Inc.	2,900		140
			19,326
Information Technology (18.8%)
ADC Telecommunications, Inc. (b)	12,800		45
Adobe Systems, Inc.	3,700		142
Advanced Micro Devices, Inc. (b)	5,500		82
Altera Corp. (b)	12,200		273
Analog Devices, Inc.	11,600		555
Andrew Corp. (b)	2,400		41
Applied Materials, Inc. (b)	44,100		960
Applied Micro Circuits Corp. (b)	4,800		35
Autodesk, Inc.	3,600		92
Avaya, Inc. (b)	6,579		114
BMC Software, Inc. (b)	7,200		143
Broadcom Corp., Class A (b)	9,400		382
CIENA Corp. (b)	15,000		109
Cisco Systems, Inc. (b)	137,400		3,523
Citrix Systems, Inc. (b)	2,600		52
Computer Sciences Corp. (b)	3,000		134
Compuware Corp. (b)	12,200		98
Comverse Technology, Inc. (b)	3,000		53
Dell, Inc. (b)	40,800		1,366
Electronic Arts, Inc. (b)	9,400		440
EMC Corp. (b)	34,862		489
Gateway, Inc. (b)	5,100		24
Hewlett-Packard Co.	48,511		1,154
IBM Corp.	30,400		3,017
Intel Corp.	116,100		3,553
Intuit, Inc. (b)	6,500		328
Jabil Circuit, Inc. (b)	6,300		186
JDS Uniphase Corp. (b)	41,500		212
KLA-Tencor Corp. (b)	6,000		342
Lexmark International Group, Inc., Class A (b)	4,100		340
Linear Technology Corp.	9,900		396
LSI Logic Corp. (b)	12,000		123
Maxim Integrated Products, Inc.	10,300		527
Micron Technology, Inc. (b)	4,000		64
Microsoft Corp.	172,000		4,756
Millipore Corp. (b)	800		42
Motorola, Inc.	17,300		287
National Semiconductor Corp. (b)	5,800		223
Network Appliance, Inc. (b)	2,100		47
Novell, Inc. (b)	11,800		150
Novellus Systems, Inc. (b)	4,000		136
NVIDIA Corp. (b)	5,100		113
Oracle Corp. (b)	83,200		1,149
Parametric Technology Corp. (b)	4,200		18
Peoplesoft, Inc. (b)	5,800		125
PerkinElmer, Inc.	2,000		41
PMC-Sierra, Inc. (b)	2,700		59
QLogic Corp. (b)	3,000		135
Qualcomm, Inc.	24,000		1,402

Continued

27

ENHANCED MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Information Technology, continued
Sanmina Corp. (b)	8,100	$	106
Scientific-Atlanta, Inc.	2,400		81
Siebel Systems, Inc. (b)	13,100		175
Sun Microsystems, Inc. (b)	102,700		545
Symantec Corp. (b)	4,800		186
Symbol Technologies, Inc.	7,300		126
Tektronix, Inc.	2,700		84
Tellabs, Inc. (b)	13,100		130
Teradyne, Inc. (b)	6,000		161
Texas Instruments, Inc.	41,800		1,310
Thermo Electron Corp. (b)	2,600		72
Veritas Software Corp. (b)	13,500		444
Waters Corp. (b)	3,900		148
Xerox Corp. (b)	4,900		72
Xilinx, Inc. (b)	10,800		453
Yahoo!, Inc. (b)	10,300		483
			32,653
Materials (2.7%)
Air Products and Chemicals, Inc.	7,200		360
Allegheny Technologies, Inc.	1,300		12
Ball Corp.	1,800		113
Bemis Co., Inc.	800		39
Dow Chemical Co.	14,600		613
E.I. du Pont de Nemours & Co.	15,878		698
Eastman Chemical Co.	2,500		100
Engelhard Corp.	4,000		113
Freeport-McMoRan Copper & Gold, Inc.	600		22
Georgia-Pacific Corp.	6,900		194
Hercules, Inc. (b)	1,800		22
International Flavors & Fragrances, Inc.	3,000		110
International Paper Co.	7,600		321
Louisiana Pacific Corp. (b)	1,700		36
Monsanto Co.	4,131		126
Newmont Mining Corp.	6,500		271
Pactiv Corp. (b)	5,000		108
Phelps Dodge Corp. (b)	1,400		106
PPG Industries, Inc.	5,400		314
Praxair, Inc.	5,000		177
Rohm & Haas Co.	5,500		216
Sealed Air Corp. (b)	1,300		65
Temple-Inland, Inc.	1,700		100
United States Steel Corp.	3,300		112
Weyerhaeuser Co.	3,500		215
Worthington Industries, Inc.	2,700		44
			4,607
Telecommunication Services (3.5%)
AT&T Corp.	12,500		243
AT&T Wireless Services, Inc. (b)	43,121		476
BellSouth Corp.	39,600		1,158
Nextel Communications, Inc. (b)	5,400		143
SBC Communications, Inc.	63,680		1,624
Sprint Corp.	28,700		500
Verizon Communications	51,506		1,898
			6,042

Continued

	Shares	Value
COMMON STOCKS, continued
Utilities (2.7%)
AES Corp. (b)	9,800	$	96
Allegheny Energy, Inc. (b)	2,000		25
Ameren Corp.	2,600		126
American Electric Power Co.	6,320		206
Calpine Corp. (b)	6,100		36
CenterPoint Energy, Inc.	4,900		51
Cinergy Corp.	2,800		108
CMS Energy Corp. (b)	2,300		20
Consolidated Edison, Inc.	3,600		158
Constellation Energy Group	2,600		105
Dominion Resources, Inc.	5,104		327
DTE Energy Co.	2,700		106
Duke Energy Corp.	14,400		313
Dynergy, Inc., Class A (b)	5,900		26
Edison International	5,200		114
El Paso Energy Corp.	9,553		81
Entergy Corp.	3,600		211
Exelon Corp.	5,175		347
FirstEnergy Corp.	5,197		195
FPL Group, Inc.	2,900		191
KeySpan Corp.	2,500		91
Kinder Morgan, Inc.	1,900		112
Nicor, Inc.	700		23
NiSource, Inc.	4,200		88
Peoples Energy Corp.	600		25
PG&E Corp. (b)	6,600		177
Pinnacle West Capital Corp.	1,400		55
PPL Corp.	2,750		126
Progress Energy, Inc.	3,837		172
Public Service Enterprise Group, Inc.	3,600		164
Sempra Energy	3,600		112
Southern Co.	11,600		346
TECO Energy, Inc.	3,000		43
TXU Corp.	5,100		122
Williams Cos., Inc.	8,200		83
Xcel Energy, Inc.	6,285		109
			4,690
TOTAL COMMON STOCKS			167,064
INVESTMENT COMPANIES (3.1%)
AmSouth Prime Money Market Fund †	5,326,250		5,326
AmSouth Treasury Reserve Money Market Fund †	79,939		80
TOTAL INVESTMENT COMPANIES			5,406
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (0.1%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	162,020		162
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			162

Continued

28

ENHANCED MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
TOTAL INVESTMENTS (Cost $148,892) (a) — 99.8%		$	172,632
Other assets in excess of liabilities — 0.2%			273
NET ASSETS — 100.0%		$	172,905

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	29,657
Unrealized depreciation		(5,917	)
Net unrealized appreciation	$	23,740

(b) Represents non-income producing security.

† Represents investment in affiliated security.

	Open Futures Contracts
	# of Contracts	Contract Value		Expiration Date	Unrealized Gain/(Loss)
S&P 500 Index	19	$	5,367	3/14/04	$	133

See notes to financial statements.

LARGE CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (99.5%)
Advertising (0.2%)
The Interpublic Group of Cos., Inc. (b)	49,000	$	810
Aerospace/Defense (3.2%)
Boeing Co.	110,000		4,593
General Dynamics Corp.	35,000		3,200
United Technologies Corp.	55,000		5,254
			13,047
Beverages (3.5%)
Coca-Cola Co.	150,000		7,386
PepsiCo, Inc.	150,000		7,089
			14,475
Business Equipment & Services (1.4%)
Paychex, Inc.	150,000		5,622
Computer Hardware (9.5%)
Dell, Inc. (b)	150,000		5,021
Hewlett-Packard Co.	450,000		10,705
IBM Corp.	150,000		14,884
Network Appliance, Inc. (b)	260,000		5,814
Sun Microsystems, Inc. (b)	500,000		2,655
			39,079
Computer Software & Services (12.1%)
Automatic Data Processing, Inc.	225,000		9,619
BMC Software, Inc. (b)	135,000		2,687
Cisco Systems, Inc. (b)	370,000		9,487
EMC Corp. (b)	400,000		5,616
Microsoft Corp.	400,000		11,059
Oracle Corp. (b)	470,000		6,491
SunGard Data Systems, Inc. (b)	165,000		5,136
			50,095
Consumer Goods (4.3%)
Altria Group, Inc.	30,000		1,668
Clorox Co.	75,000		3,666
Gillette Co.	130,000		4,713
Procter & Gamble Co.	75,000		7,580
			17,627
Diversified Manufacturing (5.3%)
General Electric Co.	370,000		12,443
Honeywell International, Inc.	75,000		2,709
Illinois Tool Works, Inc.	75,000		5,858
Tyco International, Ltd.	40,000		1,070
			22,080
Electronic Components (0.9%)
Agilent Technologies, Inc. (b)	100,000		3,686
Entertainment (1.5%)
Walt Disney Co.	260,000		6,240
Financial Services (1.8%)
American Express Co.	75,000		3,888
Citigroup, Inc.	75,000		3,711
			7,599
Food Distributors & Wholesalers (2.6%)
Sysco Corp.	280,000		10,620

Continued

29

LARGE CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Food Products, Processing, & Packaging (0.2%)
Sara Lee Corp.	40,000	$	853
Health Care (5.9%)
Cardinal Health, Inc.	90,000		5,770
Johnson & Johnson	225,000		12,019
UnitedHealth Group, Inc.	110,000		6,697
			24,486
Health Care — Drugs (2.3%)
Amgen, Inc. (b)	150,000		9,674
Insurance (2.2%)
AFLAC, Inc.	110,000		4,057
American International Group, Inc.	75,000		5,209
			9,266
Machinery & Equipment (1.5%)
Dover Corp.	150,000		6,198
Media (1.4%)
McGraw Hill Cos., Inc.	75,000		5,627
Medical Equipment & Supplies (2.5%)
Medtronic, Inc.	210,000		10,336
Office Equipment & Services (1.1%)
Pitney Bowes, Inc.	110,000		4,464
Pharmaceuticals (13.2%)
Abbott Laboratories	185,000		7,969
Bristol-Myers Squibb Co.	110,000		3,086
Genentech, Inc. (b)	60,000		5,730
MedImmune, Inc. (b)	135,000		3,173
Merck & Co., Inc.	215,000		10,233
Pfizer, Inc.	330,000		12,087
Schering-Plough Corp.	300,000		5,262
Wyeth	170,000		6,962
			54,502
Raw Materials (1.0%)
Avery Dennison Corp.	65,000		4,040
Restaurants (1.8%)
McDonald’s Corp.	290,000		7,465
Retail (12.0%)
Albertson’s, Inc.	35,000		818
Bed Bath & Beyond, Inc. (b)	90,000		3,655
Dollar General Corp.	220,000		4,888
Gap, Inc.	185,000		3,437
Home Depot, Inc.	225,000		7,981
Lowe’s Cos., Inc.	52,500		2,811
Staples, Inc. (b)	97,500		2,594
TJX Cos., Inc.	370,000		8,506
Wal-Mart Stores, Inc.	180,000		9,694
Walgreen Co.	150,000		5,183
			49,567
Semiconductors (5.8%)
Applied Materials, Inc. (b)	480,000		10,445
Intel Corp.	250,000		7,650

Continued

	Shares	Value
COMMON STOCKS, continued
Semiconductors, continued
Linear Technology Corp.	150,000	$	6,000
			24,095
Telecommunications — Equipment (2.3%)
Motorola, Inc.	200,000		3,316
Nokia Oyj — ADR	190,000		3,925
Tellabs, Inc. (b)	225,000		2,228
			9,469
TOTAL COMMON STOCKS			411,022
INVESTMENT COMPANIES (0.5%)
AIM Liquid Assets Money Market Fund	1,990,724		1,991
AmSouth Prime Money Market Fund †	31,095		31
TOTAL INVESTMENT COMPANIES			2,022
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (13.4%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	55,131,338		55,131
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			55,131
TOTAL INVESTMENTS (Cost $343,404) (a) — 113.4%			468,175
Liabilities in excess of other assets — (13.4%)			(55,213	)
NET ASSETS — 100.0%		$	412,962

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	161,880
Unrealized depreciation		(37,109	)
Net unrealized appreciation	$	124,771

(b) Represents non-income producing security.

† Represents investment in affiliated security.

ADR — American Depositary Receipt

See notes to financial statements.

30

CAPITAL GROWTH FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (94.6%)
Aerospace/Defense (2.6%)
General Dynamics Corp.	19,000	$	1,737
United Technologies Corp.	60,000		5,733
			7,470
Apparel (1.2%)
Nike, Inc., Class B	51,000		3,553
Beverages (1.7%)
Coca-Cola Co.	56,000		2,757
PepsiCo, Inc.	46,000		2,174
			4,931
Business Equipment & Services (2.7%)
CDW Corp.	32,000		2,174
Cintas Corp.	38,000		1,716
Paychex, Inc.	100,000		3,748
			7,638
Computer Hardware (5.1%)
Dell, Inc. (b)	181,000		6,058
IBM Corp.	68,000		6,748
Network Appliance, Inc. (b)	80,000		1,789
			14,595
Computer Software & Services (14.0%)
Apollo Group, Inc., Class A (b)	48,000		3,564
Automatic Data Processing, Inc.	45,000		1,924
Cisco Systems, Inc. (b)	365,000		9,359
EMC Corp. (b)	110,000		1,544
First Data Corp.	75,000		2,937
Mercury Interactive Corp. (b)	30,000		1,408
Microsoft Corp.	380,000		10,507
Oracle Corp. (b)	345,000		4,764
SunGard Data Systems, Inc. (b)	30,000		934
Symantec Corp. (b)	33,100		1,284
Veritas Software Corp. (b)	75,000		2,465
			40,690
Consumer Goods (2.6%)
Altria Group, Inc.	43,000		2,390
Procter & Gamble Co.	49,000		4,953
			7,343
Cosmetics/Toiletries (1.4%)
Alberto-Culver Co., Class B	51,000		3,197
Colgate-Palmolive Co.	15,000		769
			3,966
Diversified Manufacturing (7.6%)
3M Co.	45,000		3,559
Corning, Inc. (b)	150,000		1,938
General Electric Co.	350,000		11,771
Illinois Tool Works, Inc.	60,000		4,686
			21,954
E-Commerce and Services (1.3%)
eBay, Inc. (b)	25,000		1,676
Yahoo!, Inc. (b)	45,000		2,108
			3,784

Continued

	Shares	Value
COMMON STOCKS, continued
Electronic Components (2.0%)
Flextronics International, Ltd. (b)	85,000	$	1,615
Johnson Controls, Inc.	68,000		4,002
			5,617
Entertainment (0.8%)
Walt Disney Co.	91,000		2,184
Financial Services (6.0%)
American Express Co.	75,000		3,888
Citigroup, Inc.	140,000		6,928
Fifth Third Bancorp	23,000		1,329
Goldman Sachs Group, Inc.	29,000		2,887
Wells Fargo & Co.	40,000		2,296
			17,328
Food Distributors & Wholesalers (2.3%)
Costco Wholesale Corp. (b)	37,000		1,372
Sysco Corp.	138,000		5,234
			6,606
Health Care (3.9%)
Cardinal Health, Inc.	48,000		3,077
Johnson & Johnson	90,000		4,808
UnitedHealth Group, Inc.	55,000		3,348
			11,233
Health Care — Drugs (1.8%)
Amgen, Inc. (b)	80,000		5,159
Insurance (1.1%)
AFLAC, Inc.	35,500		1,309
American International Group, Inc.	25,000		1,736
			3,045
Medical Equipment & Supplies (3.4%)
Medtronic, Inc.	100,000		4,922
Stryker Corp.	56,000		4,969
			9,891
Multimedia (1.7%)
Time Warner, Inc. (b)	205,000		3,602
Viacom, Inc., Class B	34,000		1,370
			4,972
Oil & Gas Exploration, Production, & Services (1.0%)
Schlumberger Ltd.	45,000		2,753
Pharmaceuticals (11.3%)
Abbott Laboratories	60,000		2,585
Barr Laboratories, Inc. (b)	45,000		3,388
Eli Lilly & Co.	20,000		1,361
Forest Laboratories, Inc. (b)	40,000		2,980
Genentech, Inc. (b)	26,500		2,531
Gilead Sciences, Inc. (b)	50,450		2,768
Merck & Co., Inc.	62,000		2,951
Pfizer, Inc.	310,000		11,355
Wyeth	75,000		3,071
			32,990

Continued

31

CAPITAL GROWTH FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Retail (7.9%)
Best Buy Co., Inc.	60,000	$	3,023
Chico’s FAS, Inc. (b)	60,500		2,229
Kohl’s Corp. (b)	36,000		1,595
Lowe’s Cos., Inc.	40,000		2,142
Staples, Inc. (b)	45,000		1,197
Starbucks Corp. (b)	50,000		1,838
Target Corp.	60,000		2,278
Tiffany & Co.	20,000		793
Wal-Mart Stores, Inc.	98,000		5,277
Walgreen Co.	73,000		2,522
			22,894
Semiconductors (7.6%)
Applied Materials, Inc. (b)	220,000		4,787
Broadcom Corp., Class A (b)	38,000		1,542
Intel Corp.	280,000		8,569
Linear Technology Corp.	65,000		2,600
Texas Instruments, Inc.	143,000		4,483
			21,981
Technology (0.7%)
American Power Conversion Corp.	85,000		2,107
Telecommunications (1.0%)
Nextel Communications, Inc., Class A (b)	112,000		2,956
Transportation & Shipping (0.7%)
United Parcel Service, Inc., Class B	30,000		2,138
Travel (1.2%)
Carnival Corp.	80,000		3,554
TOTAL COMMON STOCKS			273,332
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (18.2%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	52,535,199		52,535
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			52,535

Continued

	Shares	Value
INVESTMENT COMPANIES (4.4%)
AIM Liquid Assets Money Market Fund	4,982,487	$	4,982
AmSouth Prime Money Market Fund †	73,313		73
Biotech HOLDRs Trust	10,500		1,472
S & P Depositary Receipt	58,000		6,235
TOTAL INVESTMENT COMPANIES			12,762
TOTAL INVESTMENTS (Cost $296,239) (a) — 117.20%			338,629
Liabilities in excess of other assets — (17.2%)			(49,841	)
NET ASSETS — 100.0%		$	288,788

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	44,800
Unrealized depreciation		(2,410	)
Net unrealized appreciation	$	42,390

(b) Represents non-income producing security.

† Represents investment in affiliated security.

See notes to financial statements.

32

MID CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (90.9%)
Consumer Discretionary (16.0%)
99 Cents Only Stores (b)	2,500	$	63
Abercrombie & Fitch Co., Class A (b)	24,700		640
American Eagle Outfitters, Inc. (b)	9,000		167
Applebee’s International, Inc.	2,100		80
ArvinMeritor, Inc.	8,600		191
Bandag, Inc.	2,400		101
Barnes & Noble, Inc. (b)	16,400		555
Belo Corp., Class A	14,400		397
BJ’s Wholesale Club, Inc. (b)	8,800		191
Blyth, Inc.	11,600		386
Bob Evans Farms, Inc.	4,400		139
Borders Group, Inc.	19,500		428
BorgWarner, Inc.	6,800		632
Boyd Gaming Corp.	8,100		134
Brinker International, Inc. (b)	12,300		435
Caesars Entertainment, Inc. (b)	38,200		437
Callaway Golf Co.	9,500		170
CarMax, Inc. (b)	1,200		40
Catalina Marketing Corp. (b)	6,800		130
CBRL Group, Inc.	1,300		49
CDW Corp.	3,400		231
Chico’s FAS, Inc. (b)	1,100		41
Claire’s Stores, Inc.	12,400		227
Coach, Inc. (b)	23,000		815
Copart, Inc. (b)	11,300		190
D. R. Horton, Inc.	29,400		826
Dollar Tree Stores, Inc. (b)	14,400		461
Emmis Communications Corp., Class A (b)	6,900		179
Entercom Communications Corp. (b)	12,400		590
Extended Stay America, Inc.	12,000		184
Federal Signal Corp.	6,100		113
Furniture Brands International, Inc.	7,000		214
GTECH Holdings Corp.	14,700		817
Harte-Hanks, Inc.	22,400		486
Hovnanian Enterprises, Inc., Class A (b)	3,800		280
International Speedway Corp., Class A	2,300		108
Lancaster Colony Corp.	8,900		381
Lear Corp.	16,600		1,090
Lennar Corp.	14,400		635
Macrovision Corp. (b)	6,200		150
Mandalay Resort Group	13,800		647
Media General, Inc., Class A	5,900		379
Michaels Stores, Inc.	16,300		730
Modine Manufacturing Co.	4,300		115
Mohawk Industries, Inc. (b)	500		35
Neiman Marcus Group, Inc.	2,000		110
O’Reilly Automotive, Inc. (b)	2,300		88
Outback Steakhouse, Inc.	9,500		421
Payless ShoeSource, Inc. (b)	8,600		116
PETsMART, Inc.	17,900		420
Pier 1 Imports, Inc.	21,700		450
Reader’s Digest Assoc., Class A	12,500		173
Rent-A-Center, Inc. (b)	10,400		324
Ross Stores, Inc.	33,800		945
Ruby Tuesday, Inc.	8,100		226

Continued

	Shares	Value
COMMON STOCKS, continued
Consumer Discretionary, continued
Saks, Inc. (b)	18,000	$	306
Six Flags, Inc. (b)	11,700		85
Superior Industries International, Inc.	3,400		141
Timberland Co., Class A (b)	9,000		448
Toll Brothers, Inc. (b)	2,500		98
Unifi, Inc. (b)	6,800		34
United Rentals, Inc. (b)	9,700		217
Washington Post Co., Class B	1,800		1,523
Westwood One, Inc. (b)	12,800		391
Williams-Sonoma, Inc. (b)	4,200		135
			21,940
Consumer Staples (3.6%)
Church & Dwight Co., Inc.	9,700		387
Constellation Brands, Inc., Class A (b)	13,200		443
Dean Foods Co. (b)	19,600		627
Dial Corp.	21,700		621
Hormel Foods Corp.	17,500		472
Interstate Bakeries Corp.	5,700		82
J.M. Smucker Co.	11,700		545
Longs Drug Stores Corp.	4,700		105
PepsiAmericas, Inc.	34,100		586
Ruddick Corp.	5,800		110
Sensient Technologies Corp.	5,900		121
Tyson Foods, Inc., Class A	44,300		680
Universal Corp.	3,100		151
			4,930
Energy (7.0%)
Cooper Cameron Corp. (b)	8,800		367
ENSCO International, Inc.	24,900		710
Equitable Resources, Inc.	7,900		347
FMC Technologies, Inc. (b)	8,300		204
Forest Oil Corp. (b)	6,700		166
Grant Prideco, Inc. (b)	22,500		306
Hanover Compressor Co. (b)	9,200		115
Murphy Oil Corp.	11,600		702
National-Oilwell, Inc. (b)	14,900		383
Noble Energy, Inc.	9,100		402
Patterson-UTI Energy, Inc. (b)	10,200		353
Pioneer Natural Resources Co. (b)	21,000		670
Pogo Producing Co.	11,800		471
Pride International, Inc. (b)	17,100		322
Smith International, Inc. (b)	17,100		829
Tidewater, Inc.	10,600		340
Valero Energy Corp.	18,200		963
Varco International, Inc. (b)	12,300		267
Weatherford International, Ltd. (b)	16,600		669
Western Gas Resources, Inc.	4,200		195
XTO Energy, Inc.	29,732		780
			9,561
Financials (18.4%)
A.G. Edwards, Inc.	10,000		381
Allmerica Financial Corp. (b)	6,700		232
AMB Property Corp.	10,300		360

Continued

33

MID CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Financials, continued
AmeriCredit Corp. (b)	19,800	$	341
AmerUs Group Co.	4,900		180
Associated Banc-Corp.	12,900		557
Astoria Financial Corp.	14,500		572
Bank of Hawaii Corp.	7,400		324
Banknorth Group, Inc.	20,400		657
Brown & Brown, Inc.	8,600		298
City National Corp.	8,600		520
Colonial BancGroup, Inc.	15,700		265
Compass Bancshares, Inc.	15,900		627
Cullen/Frost Bankers, Inc.	12,100		489
E*TRADE Group, Inc. (b)	81,500		1,140
Eaton Vance Corp.	8,700		328
Everest Re Group, Ltd.	12,500		1,064
Fidelity National Financial, Inc.	33,350		1,374
First American Corp.	9,800		295
Greater Bay Bancorp	6,600		180
GreenPoint Financial Corp.	17,400		689
Hibernia Corp., Class A	39,500		896
Highwoods Properties, Inc.	6,700		183
Horace Mann Educators Corp.	5,400		84
Hospitality Properties Trust	7,900		331
Independence Community Bank Corp.	13,500		522
IndyMac Bancorp, Inc.	7,000		218
Investment Technology Group, Inc. (b)	6,000		98
Investors Financial Services Corp.	2,300		95
LaBranche & Co., Inc.	7,500		75
Legg Mason, Inc.	1,300		115
Leucadia National Corp.	7,500		369
Liberty Property Trust	10,000		386
M&T Bank Corp.	15,100		1,359
Mack-Cali Realty Corp.	7,300		296
Mercantile Bankshares Corp.	10,000		437
MONY Group, Inc. (b)	5,900		187
National Commerce Financial Corp.	31,300		888
New Plan Excel Realty Trust	12,300		310
New York Community Bancorp, Inc.	17,525		723
Ohio Casualty Corp. (b)	7,700		137
Old Republic International Corp.	41,550		1,075
PMI Group, Inc.	11,900		460
Protective Life Corp.	16,200		573
Radian Group, Inc.	11,800		549
Silicon Valley Bancshares (b)	4,300		149
Sovereign Bancorp, Inc.	36,900		834
StanCorp Financial Group, Inc.	7,400		481
TCF Financial Corp.	9,000		451
United Dominion Realty Trust, Inc.	15,200		281
W.R. Berkley Corp.	14,850		572
Waddell & Reed Financial, Inc., Class A	10,500		279
Webster Financial Corp.	5,800		292
Wilmington Trust Corp.	15,600		582
			25,160
Health Care (11.7%)
AdvancePCS (b)	11,600		662

Continued

	Shares	Value
COMMON STOCKS, continued
Health Care, continued
Apogent Technologies, Inc. (b)	3,100	$	84
Apria Healthcare Group, Inc. (b)	13,500		411
Barr Laboratories, Inc. (b)	15,350		1,156
Charles River Laboratories International, Inc. (b)	5,800		233
Community Health Systems, Inc. (b)	12,400		350
Covance, Inc. (b)	15,100		432
Coventry Health Care, Inc. (b)	14,600		968
Cytyc Corp. (b)	27,700		449
Edwards Lifesciences Corp. (b)	14,400		502
First Health Group Corp. (b)	12,000		238
Gilead Sciences, Inc. (b)	16,700		916
Henry Schein, Inc. (b)	5,500		386
Hillenbrand Industries, Inc.	14,000		875
IVAX Corp. (b)	49,500		1,238
Lincare Holdings, Inc. (b)	400		13
Millenium Pharmaceuticals, Inc. (b)	37,800		667
Mylan Laboratories, Inc.	56,575		1,379
Oxford Health Plans, Inc.	10,500		506
PacifiCare Health Systems, Inc. (b)	9,400		309
Perrigo Co.	8,800		147
Pharmaceutical Resources, Inc. (b)	4,300		267
Protein Design Labs, Inc. (b)	11,800		238
Sepracor, Inc. (b)	10,700		289
Steris Corp. (b)	16,900		428
Teva Pharmaceutical Industries, Ltd.	5,737		359
Universal Health Services, Inc.	14,600		802
Valeant Pharmaceuticals International	10,500		247
Varian Medical Systems, Inc. (b)	16,900		1,401
VISX, Inc. (b)	6,100		122
			16,074
Industrials (12.0%)
AGCO Corp. (b)	19,000		383
Alaska Air Group, Inc. (b)	3,400		95
Alexander & Baldwin, Inc.	5,200		168
Ametek, Inc.	8,400		433
Banta Corp.	3,200		147
Brink’s Co.	6,900		164
C.H. Robinson Worldwide, Inc.	10,700		406
Career Education Corp. (b)	5,500		277
Carlisle Cos., Inc.	7,800		454
Ceridian Corp. (b)	18,700		384
Certegy, Inc.	8,400		269
CheckFree Corp. (b)	2,300		72
ChoicePoint, Inc. (b)	2,100		81
CNF, Inc.	2,500		80
Corinthian Colleges, Inc. (b)	11,100		691
CSG Systems International, Inc. (b)	6,600		95
DeVry, Inc. (b)	17,700		524
Donaldson Co., Inc.	1,100		59
DST Systems, Inc. (b)	19,000		813
Dun & Bradstreet Corp. (b)	9,300		464
Dycom Industries, Inc. (b)	6,000		155
Education Management Corp. (b)	1,800		60

Continued

34

MID CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Industrials, continued
EGL, Inc. (b)	6,000	$	96
Energizer Holdings, Inc. (b)	21,400		889
Expeditors International of Washington, Inc.	7,600		284
Fastenal Co.	4,800		231
Flowserve Corp. (b)	7,000		135
GATX Corp.	6,200		140
Graco, Inc.	5,800		239
Granite Construction, Inc.	5,200		111
Harsco Corp.	10,300		474
Herman Miller, Inc.	3,500		84
HON Industries, Inc.	7,300		306
Hubbell, Inc., Class B	7,500		301
J.B. Hunt Transport Services, Inc. (b)	4,800		126
Jacobs Engineering Group, Inc. (b)	7,000		314
JetBlue Airways Corp. (b)	12,200		277
Kelly Services, Inc., Class A	4,500		131
Korn/Ferry International (b)	4,800		61
L-3 Communications Holdings, Inc. (b)	12,150		650
Manpower, Inc.	9,800		455
MPS Group, Inc. (b)	12,900		132
Nordson Corp.	4,300		156
Overseas Shipholding Group, Inc.	4,400		155
Pentair, Inc.	12,200		557
Precision Castparts Corp.	2,100		98
Quanta Services, Inc. (b)	14,700		120
Republic Services, Inc.	40,600		1,014
Rollins, Inc.	5,700		144
Sequa Corp., Class A (b)	1,300		74
Sotheby’s Holdings, Inc., Class A (b)	7,800		109
SPX Corp. (b)	9,700		550
Stericycle, Inc. (b)	2,100		93
Swift Transportation Co., Inc. (b)	4,600		91
Sylvan Learning Systems, Inc. (b)	5,400		163
Tecumseh Products Co., Class A	2,300		103
Teleflex, Inc.	1,000		49
Trinity Industries, Inc.	5,800		186
Valassis Communications, Inc. (b)	6,600		202
Viad Corp.	11,200		281
Werner Enterprises, Inc.	20,200		369
York International Corp.	5,000		191
			16,415
Information Technology (13.1%)
3Com Corp. (b)	93,100		717
Activision, Inc. (b)	11,100		209
Advanced Fibre Communications, Inc. (b)	10,800		255
Advent Software, Inc. (b)	4,100		77
Affiliated Computer Services, Inc., Class A (b)	16,800		931
Arrow Electronics, Inc. (b)	12,700		340
Ascential Software Corp. (b)	7,325		177
Atmel Corp. (b)	59,300		419
Avnet, Inc. (b)	15,100		398
Avocent Corp. (b)	5,900		216
Cabot Microelectronics Corp. (b)	3,100		141

Continued

	Shares	Value
COMMON STOCKS, continued
Information Technology, continued
Cadence Design Systems, Inc. (b)	34,300	$	568
CommScope, Inc. (b)	7,500		140
Credence Systems Corp. (b)	8,000		113
Cypress Semiconductor Corp. (b)	15,000		318
Diebold, Inc.	12,100		634
Fairchild Semiconductor Corp., Class A (b)	14,800		363
Gartner, Inc., Class A (b)	7,100		81
Gartner, Inc., Class B (b)	9,400		102
Harris Corp.	8,400		409
Imation Corp.	9,000		330
Integrated Circuit Systems, Inc. (b)	8,800		227
Integrated Device Technology, Inc. (b)	13,200		241
International Rectifier Corp. (b)	8,100		410
Internet Security Systems, Inc. (b)	6,300		112
Intersil Corp., Class A	31,600		828
Jack Henry & Associates, Inc.	11,100		203
Keane, Inc. (b)	8,100		131
KEMET Corp. (b)	10,900		166
Lam Research Corp. (b)	1,600		43
Lattice Semiconductor Corp. (b)	14,200		152
LTX Corp. (b)	6,300		110
Macromedia, Inc. (b)	7,900		143
McDATA Corp., Class A (b)	14,500		127
Mentor Graphics Corp. (b)	8,700		136
Micrel, Inc. (b)	11,700		198
Microchip Technology, Inc.	36,975		1,064
Network Associates, Inc. (b)	39,000		677
Newport Corp. (b)	4,900		98
Plantronics, Inc. (b)	5,500		220
Plexus Corp. (b)	5,400		118
Polycom, Inc. (b)	12,500		296
Powerwave Technologies, Inc. (b)	8,000		79
Quantum Corp. (b)	22,400		82
Retek, Inc. (b)	6,800		65
Reynolds & Reynolds Co., Class A	8,600		229
RF Micro Devices, Inc. (b)	23,300		222
RSA Security, Inc. (b)	7,400		122
SanDisk Corp. (b)	9,800		534
Semtech Corp. (b)	9,300		232
Silicon Laboratories, Inc. (b)	6,200		318
Storage Technology Corp. (b)	27,700		803
Sybase, Inc. (b)	24,000		519
Synopsys, Inc. (b)	4,600		162
Tech Data Corp. (b)	7,200		299
Titan Corp. (b)	10,200		222
Transaction Systems Architects, Inc., Class A (b)	4,500		101
TriQuint Semiconductor, Inc. (b)	17,000		146
Varian, Inc. (b)	4,300		172
Vishay Intertechnology, Inc. (b)	40,400		938
Wind River Systems, Inc. (b)	10,600		89
			17,972
Materials (3.2%)
Airgas, Inc.	9,300		211
Albemarle Corp.	5,200		154

Continued

35

MID CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Materials, continued
Arch Coal, Inc.	6,600	$	182
Bowater, Inc.	7,000		313
Carpenter Technology Corp.	2,800		85
Crompton Corp.	14,100		100
Cytec Industries, Inc. (b)	4,900		171
Ferro Corp.	5,200		135
FMC Corp. (b)	4,500		154
Glatfelter	5,500		66
IMC Global, Inc.	4,600		52
Longview Fibre Co.	6,400		82
Lubrizol Corp.	13,000		413
Lyondell Chemical Co.	10,000		171
Minerals Technologies, Inc.	2,500		132
Olin Corp.	7,400		141
Packaging Corp. of America	25,700		557
Peabody Energy Corp.	6,800		272
Potlatch Corp.	3,600		134
Rayonier, Inc.	5,899		233
RPM International, Inc.	14,600		247
Scotts Co. (b)	4,000		252
Wausau-Mosinee Paper Corp.	6,500		83
			4,340
Telecommunication Services (0.2%)
Cincinnati Bell, Inc. (b)	30,900		170
Price Communications Corp. (b)	6,800		102
			272
Utilities (5.7%)
AGL Resources, Inc.	8,000		235
ALLETE, Inc.	10,900		357
Alliant Energy Corp.	14,000		362
Aqua America, Inc.	11,050		241
Aquila, Inc. (b)	24,700		95
Black Hills Corp.	4,100		122
DPL, Inc.	16,000		324
Duquesne Light Holdings, Inc.	9,500		181
Energy East Corp.	18,400		432
Great Plains Energy, Inc.	8,700		289
Hawaiian Electric Industries, Inc.	4,700		239
IDACORP, Inc.	4,800		148
MDU Resources Group, Inc.	14,300		338
National Fuel Gas Co.	10,300		259
Northeast Utilities	16,900		325
NSTAR	6,700		328
OGE Energy Corp.	10,800		264
ONEOK, Inc.	9,500		216
Pepco Holdings, Inc.	21,600		435
PNM Resources, Inc.	5,100		154
Puget Energy, Inc.	11,900		281
Questar Corp.	10,500		369
SCANA Corp.	14,000		486
Sierra Pacific Resources (b)	14,800		116
Vectren Corp.	9,400		233
Westar Energy, Inc.	9,100		178
WGL Holdings, Inc.	6,100		170

Continued

	Shares	Value
COMMON STOCKS, continued
Utilities, continued
Wisconsin Energy Corp.	14,800	$	489
WPS Resources Corp.	4,100		197
			7,863
TOTAL COMMON STOCKS			124,527
INVESTMENT COMPANIES (8.6%)
AmSouth Prime Money Market Fund †	6,900,353		6,900
AmSouth Treasury Reserve Money Market Fund †	4,819,987		4,820
TOTAL INVESTMENT COMPANIES			11,720
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (1.8%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	2,432,299		2,432
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			2,432
TOTAL INVESTMENTS (Cost $116,163) (a) — 101.3%			138,679
Liabilities in excess of other assets — (1.3%)			(1,770	)
NET ASSETS — 100.0%		$	136,909

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	24,073
Unrealized depreciation		(1,557	)
Net unrealized appreciation	$	22,516

(b) Represents non-income producing security.

† Represents investment in affiliated security.

	Open Futures Contracts
	# of Contracts	Contract Value		Expiration Date	Unrealized Gain/(Loss)
S&P 500 Index	41	$	12,053	3/18/04	$	97

See notes to financial statements.

36

SMALL CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (96.9%)
Aerospace/Defense Equipment (1.7%)
Engineered Support Systems, Inc.	73,175	$	3,651
Apparel (6.9%)
Aeropostale, Inc. (b)	79,200		2,364
Brown Shoe Co., Inc.	54,300		2,009
Kellwood Co.	112,000		4,571
Pacific Sunwear of California, Inc. (b)	47,150		1,081
The Finish Line, Inc., Class A (b)	127,800		4,345
			14,370
Banking (1.0%)
Hudson United Bancorp	56,100		2,128
Business Services (6.4%)
RSA Security, Inc. (b)	131,400		2,172
Scientific Games Corp. (b)	242,300		3,632
Secure Computing Corp. (b)	185,500		3,181
Tetra Tech, Inc. (b)	203,000		4,446
			13,431
Computer Software & Services (8.9%)
Altiris, Inc. (b)	133,100		4,812
ANSYS, Inc. (b)	39,900		1,514
Anteon International Corp. (b)	39,600		1,152
FileNET Corp. (b)	23,600		691
IDX Systems Corp. (b)	107,800		3,157
Magma Design Automation, Inc. (b)	46,500		1,332
ManTech International Corp. (b)	70,600		1,511
Progress Software Corp. (b)	108,300		2,416
SRA International, Inc., Class A (b)	50,000		1,869
			18,454
Computers & Peripherals (2.8%)
Advanced Digital Information Corp. (b)	92,800		1,656
Electronics for Imaging, Inc. (b)	155,300		4,157
			5,813
Construction (3.2%)
Dycom Industries, Inc. (b)	194,300		5,027
Standard Pacific Corp.	35,400		1,653
			6,680
Consumer Goods (1.2%)
Jarden Corp. (b)	78,750		2,557
Diagnostic Equipment (1.2%)
IDEXX Laboratories, Inc. (b)	52,600		2,579
Distribution/Wholesale (2.1%)
ScanSource, Inc. (b)	55,600		2,800
United Stationers, Inc. (b)	40,100		1,591
			4,391
Electrical & Electronic (3.5%)
Benchmark Electronics, Inc. (b)	86,850		3,054
Littelfuse, Inc. (b)	49,100		1,424
Rofin-Sinar Technologies, Inc. (b)	82,600		2,748
			7,226

Continued

	Shares	Value
COMMON STOCKS, continued
Financial Services (3.2%)
eFunds Corp. (b)	193,200	$	3,356
UCBH Holdings, Inc.	86,100		3,432
			6,788
Health Care (4.9%)
Kindred Healthcare, Inc. (b)	89,000		4,982
Sierra Health Services, Inc. (b)	80,800		2,376
VistaCare, Inc., Class A (b)	91,100		2,897
			10,255
Human Resources (3.0%)
Gevity HR, Inc.	141,000		3,184
Labor Ready, Inc. (b)	228,400		3,003
			6,187
Insurance (1.8%)
ProAssurance Corp. (b)	117,600		3,828
Internet Services (2.6%)
Digital Insight Corp. (b)	46,200		1,047
Digital River, Inc. (b)	49,200		1,165
WebEx Communications, Inc. (b)	166,900		3,263
			5,475
Machinery & Equipment (5.6%)
Briggs & Stratton Corp.	43,700		2,886
Joy Global, Inc.	182,900		4,816
Oshkosh Truck Corp.	69,700		4,062
			11,764
Management Consulting Services (0.5%)
Navigant Consulting, Inc. (b)	54,500		988
Medical Equipment & Supplies (8.3%)
Advanced Neuromodulation Systems, Inc. (b)	57,050		2,521
ALARIS Medical Systems, Inc. (b)	125,600		2,512
ArthroCare Corp. (b)	119,900		2,934
Cooper Cos., Inc.	79,600		3,853
Merit Medical Systems, Inc. (b)	186,567		4,100
Per-Se Technologies, Inc. (b)	73,200		1,162
			17,082
Medical Services (4.8%)
Pediatrix Medical Group, Inc. (b)	60,700		3,569
United Surgical Partners International, Inc. (b)	104,000		3,967
VCA Antech, Inc. (b)	89,100		2,539
			10,075
Oil & Gas Exploration, Production, & Services (5.9%)
Comstock Resources, Inc. (b)	190,900		3,337
Energen Corp.	100,600		4,326
Patina Oil & Gas Corp.	78,250		3,431
Southwestern Energy Co. (b)	61,200		1,264
			12,358
Oil Refining (0.6%)
Tesoro Petroleum Corp. (b)	81,100		1,233

Continued

37

SMALL CAP FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Pharmaceuticals (1.2%)
Kos Pharmaceuticals, Inc. (b)	48,200	$	2,459
Restaurants (1.0%)
Applebee’s International, Inc.	52,800		2,013
Retail (6.0%)
Big 5 Sporting Goods Corp. (b)	89,400		2,197
Cash America International, Inc.	97,200		2,125
Claire’s Stores, Inc.	78,800		1,442
CSK Auto Corp. (b)	135,900		2,652
Leapfrog Enterprises, Inc. (b)	17,200		480
TBC Corp. (b)	39,700		1,072
Tractor Supply Co. (b)	61,800		2,617
			12,585
Technology (7.4%)
Applied Films Corp. (b)	84,500		2,873
Comtech Telecommunications Corp. (b)	97,000		3,104
Dionex Corp. (b)	37,900		2,030
MICROS Systems, Inc. (b)	67,800		3,038
Plantronics, Inc. (b)	112,000		4,485
			15,530
Transportation (1.2%)
ExpressJet Holdings, Inc. (b)	132,200		1,873
Pacer International, Inc. (b)	39,200		725
			2,598
TOTAL COMMON STOCKS			202,498
INVESTMENT COMPANIES (3.4%)
AmSouth Prime Money Market Fund †	7,207,019		7,207
TOTAL INVESTMENT COMPANIES			7,207
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (1.6%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	3,339,247		3,339
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			3,339
TOTAL INVESTMENTS (Cost $183,434) (a) — 101.9%			213,044
Liabilities in excess of other assets — (1.9%)			(3,932	)
NET ASSETS — 100.0%		$	209,112

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	32,394
Unrealized depreciation		(2,784	)
Net unrealized appreciation	$	29,610

(b) Represents non-income producing security.

† Represents investment in affiliated security.

See notes to financial statements.

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (97.1%)
Australia (4.8%)
AMP Ltd.	489,527	$	1,674
Ansell Ltd.	42,951		208
APN News & Media, Ltd.	2,183		7
AXA Asia Pacific Holdings, Ltd.	452,900		903
BHP Steel, Ltd.	210,920		848
Boral Ltd.	171,438		720
Brambles Industries, Ltd.	14,503		58
Caltex Australia, Ltd.	62,640		272
CSR Ltd.	240,599		326
Insurance Australia Group, Ltd.	371,684		1,208
Lend Lease Corp., Ltd.	95,195		752
Lion Nathan, Ltd.	142,100		642
Mayne Group, Ltd.	218,634		532
Mirvac Group	158,800		525
OneSteel Ltd.	127,900		177
Origin Energy, Ltd.	172,145		686
PaperlinX Ltd.	124,518		426
Publishing & Broadcasting, Ltd.	168,201		1,556
Qantas Airways, Ltd.	422,761		1,113
QBE Insurance Group, Ltd.	161,673		1,272
Rinker Group, Ltd.	240,599		1,178
Santos Ltd.	155,030		735
Seven Network, Ltd.	50,074		220
Southcorp Ltd.	197,966		389
WMC Resources, Ltd. (b)	300,100		1,192
			17,619
Austria (0.2%)
Voestalpine AG	13,266		602
Wienerberger AG	7,637		226
			828
Belgium (1.1%)
Algemene Maatschappij voor Nijverheidskredit NV	28,500		1,717
Banque Nationale de Belgique	85		311
Bekaert NV	5,300		324
Delhaize Group	22,000		1,105
Tessenderlo Chemie NV	6,100		221
Umicore	3,045		196
Umicore Strip (b)	145		—	*
			3,874
Canada (0.1%)
Alcan, Inc.	4,897		208
Denmark (0.8%)
Carlsberg A/S, B Shares	2,690		118
Codan A/S (b)	4,790		186
Danisco A/S	5,630		265
Danske Bank A/S	50,500		1,192
Jyske Bank A/S (b)	2,710		155
TDC A/S	20,460		824
			2,740
Finland (1.8%)
Fortum Oyj	261,437		2,582

Continued

38

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Finland, continued
Kemira Oyj	51,800	$	665
Kesko Oyj	47,600		846
M-real Oyj	85,300		726
Metso Oyj	24,388		311
Outokumpu Oyj	73,450		943
Stora Enso Oyj, R Shares	13,400		174
UPM-Kymmene Oyj	7,800		144
			6,391
France (9.6%)
Air France	25,900		458
Alstom (b)	60,912		126
Assurances Generales de France	22,800		1,348
AXA	220,392		4,970
BNP Paribas SA	6,167		383
Bongrain SA	1,900		119
Cap Gemini SA (b)	14,800		654
Ciments Francais SA	4,600		311
Compagnie de Saint-Gobain	43,100		2,191
Compagnie Gernerale des Etablissements Michelin	17,400		835
Credit Agricole SA	43,900		1,070
Eiffage SA	1,600		197
Esso S.A.F.	1,000		122
Euler & Hermes SA	4,100		218
Faurecia	2,900		240
Financiere Marc de Lacharriere	4,500		169
France Telecom SA (b)	109,600		3,242
Havas SA	37,200		233
Imerys SA	1,600		335
Lafarge SA	14,350		1,171
Lagardere S.C.A.	15,000		909
Pinault-Printemps Redoute SA	4,500		453
PSA Peugeot Citroen	30,500		1,429
Remy Cointreau SA	5,400		190
Renault SA	35,300		2,369
Rexel SA	5,100		226
Rue Imperiale	940		187
Schneider Electric SA	28,560		1,848
Scor SA (b)	15,100		30
Societe Fonciere Lyonnaise	3,100		131
Societe Generale, A Shares	10,600		938
Sophia	3,100		155
Suez SA	124,500		2,591
Technip-Coflexip SA	2,700		324
Thomson	34,200		726
Valeo SA	10,000		435
Vallourec SA	1,200		96
Vivendi Universal SA (b)	130,700		3,434
Wendel Investissement	6,000		282
			35,145
Germany (6.7%)
Aareal Bank AG	3,200		103
AMG Generali Holding AG	5,300		452
Bayer AG	71,500		2,176

Continued

	Shares	Value
COMMON STOCKS, continued
Germany, continued
Bayerische Hypo-und Vereinsbank AG (b)	52,500	$	1,346
Bilfinger Berger AG	3,300		121
Celanese AG	5,200		209
Commerzbank AG	49,550		960
DaimlerChrysler AG	100,300		4,754
Deutsche Bank AG	54,700		4,273
Deutsche Lufthansa AG	34,700		623
E.On AG	34,600		2,212
Fraport AG (b)	8,200		259
Fresenius Medical Care AG	3,500		230
HeidelbergCement AG (b)	9,041		397
Heidelberger Druckmaschinen AG (b)	6,600		262
Hochtief AG	6,350		183
Hypo Real Estate Holding AG (b)	11,475		314
Infineon Technologies AG (b)	75,700		1,118
KarstadtQuelle AG	4,700		110
Linde AG	9,900		556
MAN AG	12,850		436
Merck KGaA	4,200		180
MG Technologies AG	18,300		286
ThyssenKrupp AG	46,800		945
TUI AG	17,450		413
Volkswagen AG	31,350		1,577
			24,495
Greece (0.5%)
Agricultural Bank of Greece (b)	30,900		298
Bank of Greece	2,500		301
Commercial Bank of Greece	18,000		495
Hellenic Petroleum SA	37,800		366
Intracom SA	27,100		210
			1,670
Hong Kong (1.8%)
Cheung Kong Holdings, Ltd.	55,000		511
Hang Lung Group, Ltd.	158,000		252
Henderson Land Development Co., Ltd.	265,000		1,347
Hopewell Holdings, Ltd.	21,000		38
Hutchison Whampoa, Ltd.	17,000		142
Hysan Development Co., Ltd.	158,658		306
i-CABLE Communications, Ltd.	33,500		10
Kerry Properties, Ltd.	141,713		240
New Asia Realty & Trust Co., Ltd.	45,000		19
New World Development Co., Ltd.	302,806		329
Shagri-La Asia, Ltd.	334,000		342
Sino Land Co., Ltd.	603,383		419
Sun Hung Kai Properties, Ltd.	19,000		183
Swire Pacific, Ltd.	144,000		1,000
Wharf Ltd.	335,000		1,053
Wheelock & Co., Ltd.	312,000		449
			6,640
Ireland (0.8%)
CRH PLC	67,518		1,418
Elan Corp. PLC (b)	100,566		875
Irish Life & Permanent PLC	34,165		577
			2,870

Continued

39

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Italy (3.6%)
Alitalia S.p.A (b)	390,000	$	127
Banca Intesa S.p.A.	641,650		2,494
Banca Monte dei Paschi di Siena S.p.A	140,000		453
Banca Nazionale del Lavoro S.p.A. (b)	450,000		1,240
Banca Popolare de Lodi S.c.r.l.	43,973		459
Banca Popolare di Milano S.c.r.l.	80,000		547
Beni Stabili S.p.A.	355,000		236
Buzzi Unicem S.p.A.	20,000		246
Caltagirone Editore S.p.A.	12,000		98
Capitalia S.p.A. (b)	355,000		1,105
ERG S.p.A.	16,000		87
Fiat S.p.A. (b)	90,000		661
Fondiaria-SAI S.p.A.	12,500		286
Ifil S.p.A. (b)	104,000		317
Italcementi S.p.A.	37,000		450
Italmobiliare S.p.A	2,000		89
Parmalat Finanziaria S.p.A.	130,000		19
Pirelli & C. S.p.A.	533,332		561
Societa’ Cattolica di Assicurazioni S.c.r.l.	9,900		393
Telecom Italia S.p.A. (b)	866,478		2,659
Tiscali S.p.A. (b)	74,000		485
			13,012
Japan (20.6%)
77th Bank, Ltd.	50,000		263
Acom Co., Ltd.	23,700		1,349
Aichi Steel Corp.	29,000		124
Aioi Insurance Co., Ltd.	110,000		440
Aisin Seiki Co., Ltd.	42,200		731
Akita Bank, Ltd.	29,000		116
Amada Co., Ltd.	59,000		319
Aoyama Trading Co., Ltd.	9,800		198
Asahi Breweries, Ltd.	42,000		398
Asahi National Broadcasting Co., Ltd.	146		236
Asatsu-dk, Inc.	6,800		162
Autobacs Seven Co., Ltd.	4,900		114
Awa Bank, Ltd.	31,000		185
Bank of Fukuoka, Ltd.	92,000		375
Bank of Kyoto, Ltd.	43,000		220
Bank of Nagoya, Ltd.	26,000		124
Benesse Corp.	14,200		337
Chiba Bank, Ltd.	123,000		481
Chudenko Corp.	8,500		118
Chugoku Bank, Ltd.	35,000		317
Citizen Watch Co., Ltd.	41,000		371
Coca-Cola West Japan Co., Ltd.	15,300		298
COMSYS Holdings Corp. (b)	21,000		136
Cosmo Oil Co., Ltd.	83,000		179
Dai Nippon Printing Co., Ltd.	63,000		946
Daicel Chemical Industries, Ltd.	48,000		192
Daihatsu Motor Co., Ltd.	56,000		257
Daiichi Pharmaceutical Co., Ltd.	15,400		270
Dainippon Ink & Chemicals, Inc.	115,000		259
Dainippon Pharmaceutical Co., Ltd.	24,000		175
Daishi Bank, Ltd.	50,000		178

Continued

	Shares	Value
COMMON STOCKS, continued
Japan, continued
Daiwa House Industry Co., Ltd.	80,000	$	805
Denso Corp.	114,300		2,202
Ebara Corp.	40,000		183
Ezaki Glico Co., Ltd.	19,000		125
Fuji Electric Co., Ltd.	95,000		215
Fuji Fire & Marine Insurance Co., Ltd.	71,000		173
Fuji Heavy Industries, Ltd.	108,000		500
Fuji Photo Film Co., Ltd.	46,000		1,560
Fujikura Ltd.	50,000		278
Fukuyama Transporting Co., Ltd.	36,000		136
Furukawa Electric Co., Ltd.	95,000		363
Futaba Industrial Co., Ltd.	10,000		148
Glory Ltd.	4,000		70
Gunma Bank, Ltd.	74,000		316
Gunze Ltd.	31,000		140
Hachijuni Bank, Ltd.	79,000		420
Hanshin Electric Railway Co., Ltd.	50,000		158
Heiwa Corp.	6,200		90
Higo Bank, Ltd.	33,000		214
Hitachi Cable, Ltd.	49,000		198
Hitachi Ltd.	487,000		3,096
Hitachi Maxell, Ltd.	13,000		183
Hitachi Metals, Ltd.	47,000		182
Hokkoku Bank, Ltd.	46,000		228
Hokuetsu Paper Mills, Ltd.	23,000		128
House Foods Corp.	14,000		158
Hyakugo Bank, Ltd.	33,000		160
Hyakujushi Bank, Ltd.	47,000		305
Ishikawajima-Harima Heavy Industries Co., Ltd.	189,000		254
Iyo Bank, Ltd.	47,000		312
Joyo Bank, Ltd.	126,000		394
Juroku Bank, Ltd.	48,000		205
Kagoshima Bank, Ltd.	30,000		165
Kamigumi Co., Ltd.	36,000		249
Kansai Paint Co., Ltd.	14,000		68
Katokichi Co., Ltd.	7,900		134
Kawasaki Heavy Industries, Ltd.	203,000		240
Kikkoman Corp.	10,000		73
Kinden Corp.	35,000		169
Kirin Brewery Co., Ltd.	143,000		1,227
Kissei Pharmaceutical Co., Ltd.	9,000		167
Kobe Steel, Ltd. (b)	378,000		464
Koito Manufacturing Co., Ltd.	23,000		148
Kokusai Securities Co., Ltd.	47,000		473
Kokuyo Co., Ltd.	18,700		206
Komatsu Ltd.	140,000		845
Komori Corp.	9,000		132
Kuraray Co., Ltd.	55,000		446
Kuraya Sanseido, Inc.	7,600		89
Kyorin Pharmaceutical Co., Ltd.	12,000		149
Makita Corp.	20,000		214
Marubeni Corp.	213,000		411
Marui Co., Ltd.	56,000		714
Maruichi Steel Tube, Ltd.	13,000		166

Continued

40

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Japan, continued
Matsushita Electric Industrial Co., Ltd.	328,000	$	4,896
Matsushita Electric Works, Ltd.	107,000		985
Meiji Seika Kaisha, Ltd.	50,000		210
Michinoku Bank, Ltd.	20,000		113
Mitsubishi Gas Chemical Co., Inc.	63,000		210
Mitsubishi Heavy Industries, Ltd.	492,000		1,446
Mitsubishi Logistics Corp.	22,000		188
Mitsubishi Materials Corp. (b)	165,000		293
Mitsubishi Motors Corp. (b)	96,000		232
Mitsubishi Tokyo Financial Group, Inc.	297		2,320
Mitsui Engineering & Shipbuilding Co., Ltd.	44,000		71
Mitsui Trust Holdings, Inc.	119,000		609
Mitsumi Electric Co., Ltd.	10,600		122
Mizuho Financial Group, Inc. (b)	1,376		4,081
Nagase & Co., Ltd.	20,000		144
Nanto Bank, Ltd.	36,000		150
NGK Insulators, Ltd.	29,000		220
NGK Spark Plug Co., Ltd.	33,000		281
Nichicon Corp.	10,700		124
Nichirei Corp	16,000		54
Nihon Unisys, Ltd.	16,000		134
Nikko Cordial Corp.	152,000		827
Nippon Broadcasting System, Inc.	4,500		183
Nippon Electric Glass Co., Ltd.	21,000		426
Nippon Kayaku Co., Ltd.	26,000		133
Nippon Meat Packers, Inc.	33,000		358
Nippon Oil Corp.	221,000		1,192
Nippon Paint Co., Ltd.	38,000		129
Nippon Sheet Glass Co., Ltd.	58,000		210
Nippon Shinpan Co., Ltd.	44,000		126
Nippon Shokubai Co., Ltd.	25,000		189
Nippon Television Network Corp.	1,360		205
Nishimatsu Construction Co., Ltd.	36,000		125
Nissay Dowa General Insurance Co., Ltd.	54,000		233
Nisshin Seifun Group, Inc.	31,000		276
Nisshin Steel Co., Ltd.	145,000		262
Nisshinbo Industries, Inc.	28,000		156
NSK Ltd.	80,000		344
Obayashi Corp.	105,000		475
Okumura Corp.	33,000		145
Onward Kashiyama Co., Ltd.	25,000		325
PanaHome Corp.	24,000		135
Promise Co., Ltd.	19,500		1,096
Q.P. Corp.	10,100		81
Resona Holdings, Inc.	822,000		994
San-in Godo Bank, Ltd.	23,000		174
Santen Pharmaceutical Co., Ltd.	4,000		52
Sanwa Shutter Corp.	18,000		99
Sanyo Shinpan Finance Co., Ltd.	5,000		206
Sapporo Hokuyo Holdings, Inc.	48		247
Sapporo Holdings, Ltd.	52,000		155
Seino Transportation Co., Ltd.	23,000		201
Sekisui Chemical Co., Ltd.	78,000		386
Sekisui House, Ltd.	103,000		1,011
Shiga Bank, Ltd.	32,000		127

Continued

	Shares	Value
COMMON STOCKS, continued
Japan, continued
Shimachu Co., Ltd.	6,700	$	150
Shimizu Corp.	23,000		98
Shinko Securities Co., Ltd. (b)	107,000		322
Shizuoka Bank, Ltd.	109,000		778
Shohkoh Fund & Co., Ltd.	1,500		222
Sumitomo Bakelite Co., Ltd.	24,000		149
Sumitomo Corp.	107,000		793
Sumitomo Electric Industries, Ltd.	109,000		956
Sumitomo Forestry Co., Ltd.	23,000		211
Sumitomo Metal Industries, Ltd.	479,000		457
Sumitomo Metal Mining Co., Ltd.	47,000		317
Sumitomo Osaka Cement Co., Ltd.	62,000		138
Sumitomo Realty & Development Co., Ltd.	54,000		531
Sumitomo Rubber Industries, Ltd.	32,000		196
Sumitomo Trust & Banking Co., Ltd.	121,000		661
Suzuken Co., Ltd. (b)	5,000		179
Taiheiyo Cement Corp.	138,000		369
Taiyo Yuden Co., Ltd.	16,000		241
Takashimaya Co., Ltd.	44,000		354
Takefuji Corp.	17,570		1,059
TDK Corp.	11,000		790
Teijin Ltd.	135,000		400
Teikoku Oil Co., Ltd.	44,000		213
Toda Corp.	47,000		149
Toho Bank, Ltd.	24,000		91
Tokuyama Corp.	37,000		149
Tokyo Broadcasting System, Inc.	26,000		403
Tokyo Steel Manufacturing Co., Ltd.	8,300		73
Tokyo Style Co., Ltd.	13,000		140
Tokyo Tatemono Co., Ltd.	12,000		52
Toppan Printing Co., Ltd.	102,000		1,137
Toray Industries, Inc.	204,000		803
Toshiba TEC Corp.	15,000		62
Tostem Inax Holding Corp.	27,000		525
Toyo Ink Manufacturing Co., Ltd.	40,000		174
Toyo Seikan Kaisha, Ltd.	31,000		409
Toyo Suisan Kaisha, Ltd.	7,000		76
Toyota Auto Body Co., Ltd.	11,000		175
Toyota Industries Corp.	45,700		975
UNY Co., Ltd.	27,000		303
Wacoal Corp.	19,000		167
Yamaguchi Bank, Ltd.	26,000		228
Yamanashi Chuo Bank, Ltd.	22,000		94
Yamazaki Baking Co., Ltd.	29,000		228
Yokohama Rubber Co., Ltd.	45,000		131
			75,010
Netherlands (5.0%)
ABN AMRO Holding NV	96,713		2,316
Aegon NV	202,598		3,066
Buhrmann NV	19,100		177
DSM NV	14,100		655
Hunter Douglas NV	4,400		206
ING Groep NV	185,300		4,615
Koninklijke Ahold NV (b)	105,200		853

Continued

41

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
Netherlands, continued
Koninklijke Numico NV (b)	18,747	$	604
Koninklijke Philips Electronics NV	122,350		3,683
Koninklijke Vendex KBB NV	5,700		82
New Skies Satellites NV (b)	15,048		104
Nutreco Holding NV	4,700		129
NV Holdingsmaatschappij De Telegraaf	3,200		70
Oce NV	12,200		219
Royal Nedlloyd NV	2,900		109
Vedior NV	13,100		223
Versatel Telecom International NV (b)	65,000		177
VNU NV	34,974		1,105
			18,393
New Zealand (0.2%)
Auckland International Airport, Ltd.	67,870		302
Carter Holt Harvey, Ltd.	317,000		408
			710
Norway (0.5%)
DnB Holding ASA	57,600		346
Norske Skogsindustrier ASA	47,500		891
Storebrand ASA (b)	68,000		434
			1,671
Portugal (0.4%)
Portugal Telecom, SGPS, SA	110,300		1,138
Sonae, SGPS, SA (b)	148,000		156
			1,294
Singapore (0.8%)
DBS Group Holdings, Ltd.	102,000		928
Fraser & Neave Ltd.	22,600		173
Keppel Corp., Ltd.	49,000		202
Neptune Orient Lines, Ltd. (b)	82,000		111
Oversea-Chinese Banking Corp., Ltd.	77,000		568
Singapore Airlines, Ltd.	38,000		253
United Overseas Bank, Ltd.	94,000		776
			3,011
Spain (3.5%)
Acerinox SA	4,700		209
Acesa Infraestructuras SA	13,100		197
Antena 3 Television SA (b)	871		43
Banco Bilbao Vizcaya Argentaria SA	99,000		1,317
Banco de Andalucia SA	900		82
Banco de Sabadell SA	11,400		269
Banco Pastor SA	2,400		75
Banco Santander Central Hispano SA	247,900		2,846
Cementos Portland SA	1,600		99
Corporacion Mapfre SA	10,500		155
Ebro Puleva SA	11,000		133
Endesa SA	55,000		1,028
Iberia Lineas Aereas de Espana SA	66,100		219
Inmobiliaria Colonial SA	4,000		103
Inmobiliaria Urbis SA	9,100		93
Red Electrica de Espana	6,000		98
Repsol YPF SA	70,800		1,434

Continued

	Shares	Value
COMMON STOCKS, continued
Spain, continued
Sociedad General de Aguas de Barcelona SA	8,124	$	122
Sol Melia SA	10,300		84
Telefonica SA	257,754		4,009
Vallehermoso SA	6,900		106
			12,721
Sweden (2.2%)
Drott AB, B Shares	9,700		178
Gambro AB, A Shares	26,500		234
Gambro AB, B Shares	10,500		93
Holmen AB, B Shares	8,400		281
Industriforvaltnings Kinnevik AB, B Shares	6,900		243
Nordea AB	334,300		2,390
Skandia Forsakrings AB	108,400		462
Skandinaviska Enskilda Banken AB	74,300		1,073
Skanska AB, B Shares	4,900		42
SSAB, Series A	7,800		134
SSAB, Series B	2,000		33
Svenska Cellulosa AB	7,700		301
Tele2 AB, A Shares (b)	2,300		125
Tele2 AB, B Shares (b)	13,300		732
Trelleborg AB, B Shares	9,000		155
Volvo AB, A Shares	15,500		481
Volvo AB, B Shares	33,900		1,100
			8,057
Switzerland (7.3%)
Baloise Holding, Ltd.	29,400		1,328
Banque Cantonale Vaudoise (b)	2,200		247
Berner Kantonalbank	2,300		275
Ciba Specialty Chemicals AG	9,400		711
Clariant AG (b)	47,100		774
Compagnie Financiere Richemont AG	175,900		4,389
Credit Suisse Group	130,500		4,923
Ems-Chemie Holding AG	1,150		96
Givaudan SA	200		104
Helvetia Patria Holding	1,600		279
Holcim Ltd.	54,250		2,781
Luzerner Kantonalbank	2,393		368
PSP Swiss Property AG	4,000		570
Rieter Holding AG	1,590		397
SIG Holding AG	3,000		440
Sika AG	130		60
St. Galler Kantonalbank	1,300		270
Swiss Life Holding (b)	10,820		2,070
Syngenta AG	40,600		2,779
Unaxis Holding AG	7,000		1,064
Valiant Holding	4,300		344
Valora Holding AG	1,430		368
Vontobel Holding AG	14,200		328
Zurich Financial Services AG	11,900		1,725
			26,690
United Kingdom (24.8%)
Abbey National PLC	409,396		4,323

Continued

42

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS, continued
United Kingdom, continued
Aggregate Industries PLC	310,752	$	478
Amvescap PLC	128,900		946
Arriva PLC	48,410		304
Associated British Foods PLC	126,000		1,291
Associated British Ports Holdings PLC	71,400		585
Aviva PLC	548,000		5,113
BAA PLC	258,000		2,418
BAE Systems PLC	731,996		2,191
Barratt Developments PLC	57,000		529
BBA Group PLC	116,000		557
Bellway PLC	12,000		146
Berkeley Group PLC	35,610		551
Big Food Group PLC	55,000		165
Bovis Homes Group PLC	19,000		154
Bradford & Bingley PLC	74,000		434
Brambles Industries PLC	142,000		538
Britannic Group PLC (b)	31,800		161
British Airways PLC (b)	298,000		1,654
British Land Co. PLC	135,071		1,426
British Vita PLC	31,700		152
Brixton PLC	55,200		269
Cable & Wireless PLC	657,646		1,730
Canary Wharf Group PLC (b)	161,200		773
Celltech Group PLC (b)	45,000		320
Chelsfield PLC	77,000		439
COLT Telecom Group PLC (b)	416,000		848
Corus Group PLC (b)	1,223,858		913
DS Smith PLC	52,000		164
easyJet PLC (b)	108,000		665
FKI PLC	94,000		195
Friends Provident PLC	418,000		1,077
Galen Holdings PLC	41,000		586
George Wimpey PLC	93,728		612
Granada PLC	625,987		1,601
Great Portland Estates PLC	32,900		145
Greene King PLC	16,000		255
Hammerson PLC	76,100		844
Hanson PLC	179,000		1,330
HHG PLC (b)	408,291		336
Hilton Group PLC	436,100		1,804
Inchcape PLC	11,000		287
InterContinental Hotels Group PLC	178,389		1,753
International Power PLC (b)	308,400		693
J Sainsbury PLC	544,588		2,770
Kingfisher PLC	118,000		597
Lex Service PLC	16,900		208
Liberty International PLC	75,374		892
Logica PLC	97,950		513
London Merchant Securities PLC	39,000		119
Mersey Docks & Harbour Co.	12,640		154
Millennium & Copthorne Hotels PLC	78,000		405
Mitchells & Butlers PLC	125,921		520
mmO2 PLC (b)	2,392,000		3,559
Pearson PLC	174,000		1,950

Continued

	Shares	Value
COMMON STOCKS, continued
United Kingdom, continued
Peninsular & Oriental Steam Navigation Co.	162,000	$	710
Persimmon PLC	52,339		508
Pilkington PLC	314,151		573
Pillar Property PLC	19,000		180
Quintain Estates & Development PLC	22,000		136
RMC Group PLC	73,000		937
Rolls-Royce PLC	450,100		1,512
Royal & Sun Alliance Insurance Group PLC	512,600		886
SABMiller PLC	38,000		372
Safeway PLC	255,211		1,312
Schroders PLC	49,000		587
Scottish & Newcastle PLC	155,500		1,120
Scottish Power PLC	351,325		2,277
Shire Pharmaceuticals Group PLC (b)	84,000		810
Slough Estates PLC	114,800		871
Somerfield PLC	80,000		237
Stagecoach Group PLC	364,000		586
Standard Chartered PLC	186,028		3,034
Stanley Leisure PLC	20,530		168
Tate & Lyle PLC	64,000		331
Taylor Woodrow PLC	133,370		589
Trinity Mirror PLC	80,510		882
Vodafone Group PLC	6,573,300		16,452
Westbury PLC	20,310		152
WH Smith Group PLC	62,000		311
Whitbread PLC	81,000		1,079
Wilson Bowden PLC	18,000		308
Wolverhampton & Dudley Breweries PLC	8,000		114
Woolworths Group PLC	204,000		150
			90,626
TOTAL COMMON STOCKS			353,675

Continued

43

INTERNATIONAL EQUITY FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (3.4%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	12,329,526		12,330
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			12,330
TOTAL INVESTMENTS (Cost $276,279) (a) — 100.5%			366,005
Liabilities in excess of other assets — (0.5%)			(1,642	)
NET ASSETS — 100.0%		$	364,363

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	95,559
Unrealized depreciation		(5,833	)
Net unrealized appreciation	$	89,726

(b) Represents non-income producing security.

PLC — Public Limited Company

* Due to rounding, figure is below thousand-dollar threshold

Continued

The table below sets forth the diversification of the International Equity Fund investments by industry.

Industry Diversification	Percent*
Advertising	0.1%
Aerospace/Defense	1.0%
Airlines	2.1%
Airports Development	0.1%
Automobile	5.1%
Banking	16.9%
Beverages	1.2%
Building Products	5.1%
Chemicals	3.5%
Computer Systems	0.4%
Diversified	3.4%
Education	0.1%
Electrical & Electronics	6.3%
Energy Sources	0.8%
Financial Services	3.3%
Food & Household Products	1.5%
Food Retailers	2.3%
Forest Products & Paper	0.9%
Home Furnishing	.1%
Hotels & Lodging	1.1%
Insurance	9.4%
Machinery	1.5%
Materials & Commodities	4.0%
Medical Products	0.3%
Office Equipment	0.2%
Oil & Gas Production & Services	2.3%
Pharmaceutical	1.0%
Photographic Products	0.4%
Publishing	4.1%
Real Estate	4.3%
Retail	3.3%
Telecommunications	10.2%
Transportation	0.8%
Total Common Stocks	97.1%

* Percentages indicated are based on net assets.

See notes to financial statements.

44

BALANCED FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
COMMON STOCKS (59.5%)
Aerospace/Defense (2.2%)
Boeing Co.	41,107	$	1,716
Raytheon Co.	40,142		1,225
United Technologies Corp.	8,780		839
			3,780
Apparel (0.4%)
Liz Claiborne, Inc.	19,548		699
Auto Trucks & Parts (0.3%)
PACCAR, Inc.	7,695		605
Banking (2.1%)
Bank of America Corp.	33,106		2,697
U.S. Bancorp	37,139		1,050
			3,747
Chemicals — Specialty (0.8%)
Dow Chemical Co.	13,705		575
E.I. du Pont de Nemours & Co.	19,190		842
			1,417
Computer Hardware (3.8%)
Dell, Inc. (b)	78,439		2,625
Hewlett-Packard Co.	129,678		3,085
IBM Corp.	9,260		919
			6,629
Computer Software & Services (4.5%)
Cisco Systems, Inc. (b)	233,554		5,989
Microsoft Corp.	63,441		1,754
			7,743
Consumer Goods (2.2%)
Newell Rubbermaid, Inc.	13,319		325
Procter & Gamble Co.	35,598		3,599
			3,924
Distribution/Wholesale (0.3%)
Genuine Parts Co.	16,834		555
Diversified Manufacturing (0.9%)
Honeywell International, Inc.	31,581		1,140
Illinois Tool Works, Inc.	6,447		504
			1,644
Entertainment (0.3%)
Walt Disney Co.	22,375		537
Financial Services (12.0%)
Bear Stearns Cos., Inc.	7,474		615
Capital One Financial Corp.	26,695		1,897
CIT Group, Inc.	41,795		1,585
Citigroup, Inc.	84,083		4,161
Freddie Mac	20,487		1,279
Goldman Sachs Group, Inc.	42,246		4,207
H & R Block, Inc.	31,143		1,804
J.P. Morgan Chase & Co.	53,672		2,087
Moody’s Corp.	8,040		514
Piper Jaffray Cos., Inc. (b)	371		17
Washington Mutual, Inc.	62,147		2,753
			20,919

Continued

	Shares	Value
COMMON STOCKS, continued
Food Products, Processing, & Packaging (1.9%)
Sara Lee Corp.	155,301	$	3,311
Forest & Paper Products (0.8%)
International Paper Co.	31,864		1,347
Health Care (3.0%)
Johnson & Johnson	13,521		722
Medcath, Inc. (b)	1,680		62
WellPoint Health Networks, Inc. (b)	43,345		4,551
			5,335
Health Care — Drugs (2.0%)
Amgen, Inc. (b)	54,041		3,485
Industrial Automation — Robotics (0.5%)
Rockwell Automation, Inc.	28,155		917
Insurance (1.0%)
AFLAC, Inc.	48,380		1,784
Media (0.3%)
McGraw Hill Cos., Inc.	7,028		527
Medical Products (0.8%)
Becton, Dickinson & Co.	16,589		747
Zimmer Holdings, Inc. (b)	8,113		621
			1,368
Multimedia (1.0%)
Time Warner, Inc. (b)	98,810		1,736
Newspapers (0.3%)
Gannett Co., Inc.	5,440		466
Oil & Gas Exploration, Production, & Services (3.6%)
BP PLC — ADR	19,516		929
ChevronTexaco Corp.	20,881		1,803
Exxon Mobil Corp.	88,030		3,591
			6,323
Pharmaceuticals (3.2%)
Bristol-Myers Squibb Co.	46,603		1,307
Genentech, Inc. (b)	37,555		3,587
Merck & Co., Inc.	13,938		663
			5,557
Raw Materials (0.4%)
Avery Dennison Corp.	10,830		673
Restaurants (2.7%)
McDonald’s Corp.	27,003		695
Outback Steakhouse, Inc.	91,889		4,074
			4,769
Retail (2.4%)
Dollar General Corp.	67,967		1,510
Home Depot, Inc.	27,193		965
Limited Brands	64,181		1,168
Office Depot, Inc. (b)	34,727		554
			4,197

Continued

45

BALANCED FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
COMMON STOCKS, continued
Semiconductors (0.6%)
Texas Instruments, Inc.		35,173	$	1,103
Telecommunications — Equipment (0.8%)
Harris Corp.		27,999		1,363
Travel (0.9%)
Carnival Corp.		34,466		1,531
Utilities — Electric & Gas (1.7%)
American Electric Power Co., Inc.		37,065		1,210
Dominion Resources, Inc.		14,084		904
Southern Co.		29,763		887
				3,001
Utilities — Telecommunications (1.8%)
BellSouth Corp.		34,398		1,005
SBC Communications, Inc.		40,583		1,035
Verizon Communications, Inc.		32,023		1,181
				3,221
TOTAL COMMON STOCKS				104,213
CORPORATE BONDS (17.9%)
Aerospace/Defense (0.6%)
General Dynamics Corp., 4.50%, 8/15/10	$	1,000		1,026
Aluminum (0.6%)
Alcoa, Inc., 7.38%, 8/1/10		900		1,059
Banking (3.2%)
Branch Banking & Trust, 4.88%, 1/15/13		500		506
Northern Trust Co., 7.10%, 8/1/09		1,000		1,162
SunTrust Banks, Inc., 7.38%, 7/1/06		2,000		2,229
Wachovia Corp., 6.63%, 11/15/06		1,475		1,641
				5,538
Beverages (1.1%)
Bottling Group LLC, 2.45%, 10/16/06		1,000		997
Diageo Capital PLC, 3.50%, 11/19/07		1,000		1,015
				2,012
Brokerage Services (0.6%)
Lehman Brothers Holdings, Inc., 3.50%, 8/7/08		1,000		1,000
Consumer Goods (2.4%)
Coca-Cola Co., 4.00%, 6/1/05		1,000		1,031
Unilever Capital Corp., 6.88%, 11/1/05		2,000		2,164
Unilever Capital Corp., 7.13%, 11/1/10		800		938
				4,133
Data Processing — Management (1.2%)
First Data Corp., 6.75%, 7/15/05		2,000		2,145
Electrical & Electronic (0.9%)
General Electric Co., 5.00%, 2/1/13		1,500		1,539
Financial Services (2.4%)
Boeing Capital Corp., 7.38%, 9/27/10		1,000		1,163
Caterpillar Financial Services Corp., 2.50%, 10/3/06, MTN		1,000		1,001

Continued

	Shares or Principal Amount		Value
CORPORATE BONDS, continued
Financial Services, continued
Commercial Credit Co., 7.88%, 7/15/04	$	1,000	$	1,029
Ford Motor Credit Corp., 6.13%, 3/20/04		1,000		1,006
				4,199
Food Products & Services (0.6%)
Sysco Corp., 4.75%, 7/30/05		1,000		1,043
Insurance (2.3%)
Berkshire Hathaway, Inc., 3.38%, 10/15/08 (c)		1,000		996
Prudential Funding LLC, 6.60%, 5/15/08 (c)		2,000		2,234
St. Paul Cos., Inc., 5.75%, 3/15/07		750		813
				4,043
Newspapers (0.3%)
Times Mirror Co., 7.45%, 10/15/09		500		595
Oil & Gas Exploration, Production, & Services (1.0%)
Conoco, Inc., 6.35%, 4/15/09		1,500		1,689
Retail (0.7%)
McDonald’s Corp., 5.75%, 3/1/12		1,200		1,284
TOTAL CORPORATE BONDS				31,305
MUNICIPAL BONDS (2.4%)
Illinois (2.4%)
Chicago Public Building, 7.00%, 1/1/06		3,800		4,127
TOTAL MUNICIPAL BONDS				4,127
U.S. GOVERNMENT AGENCIES (9.4%)
Fannie Mae (2.9%)
6.21%, 11/7/07		2,300		2,564
5.50%, 11/1/16		2,485		2,582
				5,146
Freddie Mac (2.7%)
5.83%, 2/9/06		2,000		2,151
6.25%, 3/5/12, Callable 3/5/07 @ 100		1,500		1,616
5.50%, 9/1/17		969		1,007
				4,774
Government National Mortgage Assoc. (3.8%)
6.00%, 6/15/33		1,635		1,707
6.50%, 11/20/28 - 12/15/32		4,672		4,931
				6,638
TOTAL U.S. GOVERNMENT AGENCIES				16,558
U.S. TREASURY BONDS (5.0%)
7.50%, 11/15/16		1,300		1,672
7.25%, 8/15/22		1,500		1,919
6.25%, 8/15/23		4,500		5,204
TOTAL U.S. TREASURY BONDS				8,795

Continued

46

BALANCED FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
U.S. TREASURY NOTES (2.0%)
3.25%, 5/31/04	$	2,500	$	2,519
1.63%, 4/30/05		1,000		1,003
TOTAL U.S. TREASURY NOTES				3,522
U.S TREASURY INFLATION PROTECTION BONDS (2.1%)
3.88%, 4/15/29		2,500		3,698
TOTAL U.S TREASURY INFLATION PROTECTION BONDS				3,698
INVESTMENT COMPANIES (1.2%)
AmSouth Prime Money Market Fund †		2,048,846		2,049
AmSouth U.S. Treasury Reserve Money Market Fund †		120,471		120
TOTAL INVESTMENT COMPANIES				2,169
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (20.7%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)		36,313,497		36,313
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING				36,313
TOTAL INVESTMENTS (Cost $174,806) (a) — 120.2%				210,700
Liabilities in excess of other assets — (20.2%)				(35,358	)
NET ASSETS — 100.0%			$	175,342

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	36,023
Unrealized depreciation		(129	)
Net unrealized appreciation	$	35,894

(b) Represents non-income producing security.

(c) Represents a restricted security, purchased under Rule 144A, which is exempt from registration under the Security Act of 1933, as amended. These securities have been deemed liquid under guidelines established by the Board of Trustees.

† Represents investment in affiliated security.

ADR — American Depositary Receipt

LLC — Limited Liability Company

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.

STRATEGIC PORTFOLIOS:

AGGRESSIVE GROWTH PORTFOLIO

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
INVESTMENTS IN AFFILIATES (99.4%)
Investment Companies (99.4%)
AmSouth Capital Growth Fund, I Shares	579,971	$	5,701
AmSouth Enhanced Market Fund, I Shares	691,314		7,854
AmSouth International Equity Fund, I Shares	360,050		4,097
AmSouth Large Cap Fund, I Shares	206,917		3,838
AmSouth Limited Term Bond Fund, I Shares	174,372		1,855
AmSouth Mid Cap Fund, I Shares	308,627		3,855
AmSouth Prime Money Market Fund, I Shares	388,722		389
AmSouth Select Equity Fund, I Shares	283,592		3,860
AmSouth Small Cap Fund, I Shares (b)	438,582		3,697
AmSouth Value Fund, I Shares	391,786		5,877
TOTAL INVESTMENTS IN AFFILIATES			41,023
TOTAL INVESTMENTS (Cost $33,671) (a) — 99.4%			41,023
Other assets in excess of liabilities — 0.6%			230
NET ASSETS — 100.0%		$	41,253

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	7,374
Unrealized depreciation		(22	)
Net unrealized appreciation	$	7,352

(b) Represents non-income producing security.

See notes to financial statements.

47

STRATEGIC PORTFOLIOS:

GROWTH PORTFOLIO

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
INVESTMENTS IN AFFILIATES (99.7%)
Investment Companies (99.7%)
AmSouth Bond Fund, I Shares	258,319	$	2,932
AmSouth Capital Growth Fund, I Shares	449,431		4,418
AmSouth Enhanced Market Fund, I Shares	535,657		6,085
AmSouth Government Income Fund, I Shares	328,421		3,301
AmSouth International Equity Fund, I Shares	278,937		3,174
AmSouth Large Cap Fund, I Shares	160,361		2,975
AmSouth Limited Term Bond Fund, I Shares	308,585		3,283
AmSouth Mid Cap Fund, I Shares	239,072		2,986
AmSouth Prime Money Market Fund, I Shares	381,628		382
AmSouth Select Equity Fund, I Shares	219,546		2,988
AmSouth Small Cap Fund, I Shares (b)	339,737		2,864
AmSouth Value Fund, I Shares	303,612		4,554
TOTAL INVESTMENTS IN AFFILIATES			39,942
TOTAL INVESTMENTS (Cost $35,386) (a) — 99.7%			39,942
Other assets in excess of liabilities — 0.3%			132
NET ASSETS — 100.0%		$	40,074

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	4,657
Unrealized depreciation		(101	)
Net unrealized appreciation	$	4,556

(b) Represents non-income producing security.

See notes to financial statements.

STRATEGIC PORTFOLIOS: GROWTH AND INCOME PORTFOLIO

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
INVESTMENTS IN AFFILIATES (99.9%)
Investment Companies (99.9%)
AmSouth Bond Fund, I Shares	1,125,006	$	12,768
AmSouth Capital Growth Fund, I Shares	910,673		8,952
AmSouth Enhanced Market Fund, I Shares	1,086,985		12,348
AmSouth Government Income Fund, I Shares	1,266,896		12,732
AmSouth International Equity Fund, I Shares	567,733		6,461
AmSouth Large Cap Fund, I Shares	324,882		6,027
AmSouth Limited Term Bond Fund, I Shares	1,189,804		12,660
AmSouth Mid Cap Fund, I Shares	485,209		6,060
AmSouth Prime Money Market Fund, I Shares	961,001		961
AmSouth Select Equity Fund, I Shares	445,711		6,066
AmSouth Small Cap Fund, I Shares (b)	687,993		5,800
AmSouth Value Fund, I Shares	615,791		9,237
TOTAL INVESTMENTS IN AFFILIATES			100,072
TOTAL INVESTMENTS (Cost $89,605) (a) — 99.9%			100,072
Other assets in excess of liabilities — 0.1%			54
NET ASSETS — 100.0%		$	100,126

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	10,934
Unrealized depreciation		(467	)
Net unrealized appreciation	$	10,467

(b) Represents non-income producing security.

See notes to financial statements.

48

STRATEGIC PORTFOLIOS:  MODERATE

GROWTH AND INCOME PORTFOLIO

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
INVESTMENTS IN AFFILIATES (99.9%)
Investment Companies (99.9%)
AmSouth Bond Fund, I Shares	573,471	$	6,508
AmSouth Capital Growth Fund, I Shares	255,297		2,510
AmSouth Enhanced Market Fund, I Shares	304,860		3,463
AmSouth Government Income Fund, I Shares	645,540		6,488
AmSouth International Equity Fund, I Shares	156,967		1,786
AmSouth Large Cap Fund, I Shares	91,415		1,696
AmSouth Limited Term Bond Fund, I Shares	606,881		6,457
AmSouth Mid Cap Fund, I Shares	137,074		1,712
AmSouth Prime Money Market Fund, I Shares	356,636		357
AmSouth Select Equity Fund, I Shares	125,133		1,703
AmSouth Small Cap Fund, I Shares (b)	194,350		1,638
AmSouth Value Fund, I Shares	172,184		2,583
TOTAL INVESTMENTS IN AFFILIATES			36,901
TOTAL INVESTMENTS (Cost $33,789) (a) — 99.9%			36,901
Other assets in excess of liabilities — 0.1%			34
NET ASSETS — 100.0%		$	36,935

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	3,393
Unrealized depreciation		(281	)
Net unrealized appreciation	$	3,112

(b) Represents non-income producing security.

See notes to financial statements.

GOVERNMENT INCOME FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
U.S. GOVERNMENT AGENCIES (84.5%)
Fannie Mae (5.9%)
5.63%, 5/14/04	$	500	$	506
5.75%, 6/15/05		250		264
3.30%, 7/30/07, Callable 4/30/04 @ 100		3,500		3,517
6.44%, 8/14/07, MTN		500		560
6.00%, 5/15/08		7,000		7,786
7.50%, 4/1/15 - 6/1/15		1,009		1,084
5.00%, 6/30/15, Callable 12/30/04 @ 100		1,000		998
8.00%, 7/1/15		705		757
				15,472
Federal Farm Credit Bank (9.6%)
3.88%, 12/15/04		1,000		1,023
5.75%, 9/1/05, MTN		500		531
2.48%, 2/27/06, Callable 8/27/04 @ 100		3,000		3,015
3.00%, 12/15/06, Callable 12/15/04 @ 100		8,000		8,076
5.70%, 9/3/08		7,000		7,690
5.05%, 12/27/12, Callable 12/27/05 @ 100		5,000		5,088
				25,423
Federal Home Loan Bank (9.4%)
3.38%, 5/14/04		800		805
6.34%, 6/29/04		750		766
4.13%, 11/15/04		1,000		1,023
7.25%, 5/13/05		10,000		10,733
5.50%, 8/15/08		375		409
5.80%, 9/2/08		4,000		4,403
5.82%, 3/30/09		1,000		1,109
5.89%, 3/30/09		5,000		5,559
				24,807
Freddie Mac (5.2%)
3.25%, 3/14/08		2,000		1,995
5.50%, 8/1/08		1,002		1,030
4.00%, 2/1/10		2,896		2,916
6.25%, 3/5/12, Callable 3/5/07 @ 100		2,000		2,155
6.00%, 5/1/16 - 8/1/18		3,747		3,939
6.50%, 5/1/31		447		469
7.00%, 6/1/31		1,175		1,245
				13,749
Government National Mortgage Assoc. (35.2%)
4.50%, 7/15/18 - 11/15/18		16,438		16,584
5.00%, 12/15/17 - 6/15/18		21,457		22,014
5.50%, 2/15/14 - 2/20/32		10,529		10,915
6.00%, 5/15/16 - 6/15/31		20,428		21,479
6.50%, 7/15/14 - 5/15/31		8,227		8,770
6.75%, 4/15/26		840		896
7.00%, 8/15/11 - 12/15/30		3,938		4,204
7.50%, 5/15/10 - 8/20/30		4,986		5,365

Continued

49

GOVERNMENT INCOME FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
U.S. GOVERNMENT AGENCIES, continued
Government National Mortgage Assoc. , continued
8.00%, 7/15/26 - 6/20/30	$	1,920	$	2,080
8.50%, 11/15/20 - 2/15/23		29		32
9.00%, 6/15/18 - 9/15/22		163		182
9.50%, 5/15/18 - 8/15/21		140		154
				92,675
Private Export Funding (7.8%)
6.31%, 9/30/04, Series C		2,000		2,068
6.45%, 9/30/04, Series H		1,000		1,035
5.34%, 3/15/06, Series M		990		1,056
5.53%, 4/30/06		3,500		3,753
7.11%, 4/15/07, Series ZZ		1,200		1,356
6.49%, 7/15/07, Series B		2,000		2,238
5.75%, 1/15/08		4,300		4,718
5.87%, 7/31/08, Series D		3,000		3,319
4.97%, 8/15/13		1,000		1,033
				20,576
Sallie Mae (5.5%)
3.38%, 7/15/04		9,000		9,093
3.63%, 9/30/04, MTN		3,000		3,049
5.25%, 3/15/06		2,300		2,447
				14,589
Tennessee Valley Authority (5.9%)
5.38%, 11/13/08		3,850		4,187
5.63%, 1/18/11, Series A		5,000		5,466
6.75%, 11/1/25		5,000		5,919
				15,572
TOTAL U.S. GOVERNMENT AGENCIES				222,863
U.S. TREASURY OBLIGATIONS (12.1%)
5.88%, 11/15/04		7,000		7,257
7.50%, 2/15/05		2,000		2,129
5.63%, 2/15/06		2,000		2,152
3.50%, 11/15/06		1,000		1,034
4.38%, 5/15/07		1,500		1,590
3.25%, 8/15/07		7,500		7,666
3.88%, 4/15/29		6,900		10,207
TOTAL U.S. TREASURY OBLIGATIONS				32,035
INVESTMENT COMPANIES (2.5%)
AIM Treasury Money Market Fund		3,665,922		3,666
AmSouth U.S. Treasury Reserve Money Market Fund †		2,943,198		2,943
TOTAL INVESTMENT COMPANIES				6,609

Continued

	Shares	Value
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (14.3%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	37,674,295		37,674
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			37,674
TOTAL INVESTMENTS (Cost $289,195) (a) — 113.4%			299,181
Liabilities in excess of other assets — (13.4%)			(35,239	)
NET ASSETS — 100.0%		$	263,942

(a) Represents cost for federal income tax and financial reporting purposes and differs from value by net unrealized appreciation of securities as follows:

Unrealized appreciation	$	10,359
Unrealized depreciation		(373	)
Net unrealized appreciation	$	9,986

† Represents investment in affiliated security.

MTN — Medium Term Note

See notes to financial statements.

50

LIMITED TERM BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
CORPORATE BONDS (52.9%)
Aerospace/Defense (0.8%)
United Technologies Corp., 4.88%, 11/1/06	$	2,000	$	2,120
Automotive — Finance (2.5%)
Ford Motor Credit Co., 6.70%, 7/16/04		3,500		3,575
Toyota Motor Credit Corp., 5.65%, 1/15/07		3,000		3,248
				6,823
Banking (6.9%)
Bank of New York, 3.90%, 9/1/07		1,000		1,032
Chase Manhattan Corp., 7.13%, 2/1/07		2,500		2,801
Fifth Third Bank, 2.70%, 1/30/07		2,000		2,003
First Union Corp., 6.88%, 9/15/05		2,000		2,163
FleetBoston Financial Corp., 4.88%, 12/1/06		2,000		2,120
National City Bank of Indiana, 2.38%, 8/15/06		2,000		2,008
Northern Trust Co., 6.70%, 9/15/05		1,725		1,854
SunTrust Banks, Inc., 6.90%, 7/1/07		510		577
SunTrust Banks, Inc., 6.25%, 6/1/08		1,000		1,114
U.S. Bancorp, 2.75%, 3/30/06		2,000		2,029
Wells Fargo & Co., 1.24%, 9/15/06*		1,000		1,001
				18,702
Beverages (2.7%)
Bottling Group LLC, 2.45%, 10/16/06		3,000		2,991
Coca-Cola Co., 5.25%, 5/15/07		1,000		1,075
Coca-Cola Enterprises, 2.50%, 9/15/06		1,000		1,001
Diageo Capital PLC, 6.63%, 6/24/04		360		368
Diageo Capital PLC, 3.50%, 11/19/07		1,000		1,015
Diageo Finance BV, 3.00%, 12/15/06		1,000		1,008
				7,458
Brokerage Services (4.8%)
Goldman Sachs Group, Inc., 1.28%, 1/9/07, MTN*		3,000		3,000
Lehman Brothers Holdings, Inc., 3.50%, 8/7/08		2,000		2,001
Merrill Lynch & Co., 6.00%, 11/15/04		4,000		4,143
Morgan Stanley Group, Inc., 6.10%, 4/15/06		3,500		3,780
				12,924
Building Products (0.7%)
Vulcan Materials Co., 5.75%, 4/1/04		2,000		2,012
Computers & Peripherals (0.8%)
IBM Corp., 5.63%, 4/12/04, MTN		1,045		1,054
IBM Corp., 4.13%, 6/30/05		1,000		1,037
				2,091
Consumer Goods (1.2%)
Unilever Capital Corp., 6.88%, 11/1/05		3,000		3,247
Cosmetics/Personal Care (1.9%)
Colgate-Palmolive Co., 5.34%, 3/27/06		2,000		2,135
Gillette Co., 2.50%, 6/1/08		2,000		1,941
Procter & Gamble Co., 3.50%, 12/15/08		1,000		1,003
				5,079

Continued

	Principal Amount		Value
CORPORATE BONDS, continued
Data Processing/Management (1.2%)
First Data Corp., 4.70%, 11/1/06	$	3,000	$	3,165
Electronic Components/ Instruments (0.8%)
Emerson Electric Co., 7.88%, 6/1/05		2,000		2,156
Financial Services (5.7%)
American Express Credit Corp., 4.25%, 2/7/05, MTN		2,000		2,055
Boeing Capital Corp., 5.65%, 5/15/06		2,000		2,138
Caterpillar Financial Services Corp., 2.50%, 10/3/06, MTN		2,000		2,002
General Electric Capital Corp., 5.00%, 2/15/07, MTN		3,700		3,935
Norwest Financial, Inc., 6.70%, 9/22/04		3,000		3,098
USAA Capital Corp., 4.00%, 12/10/07, MTN (b)		2,200		2,271
				15,499
Food Products & Services (1.7%)
Hershey Foods Corp., 6.70%, 10/1/05		1,710		1,845
Sysco Corp., 4.75%, 7/30/05		1,500		1,564
Sysco Corp., 7.25%, 4/15/07		1,115		1,262
				4,671
Industrial Goods & Services (0.2%)
3M Co., 4.15%, 6/30/05, MTN		500		517
Insurance (6.2%)
AIG SunAmerica Institutional Funding, Ltd., 5.20%, 5/10/04 (b)		2,000		2,023
Allstate Financial Global Fund, 7.13%, 9/26/05 (b)		2,000		2,171
Asif Global Finance, 1.25%, 12/11/06 (b)*		3,000		3,000
Berkshire Hathaway, Inc., 3.38%, 10/15/08 (b)		3,000		2,987
Marsh & McLennan Cos., Inc., 6.63%, 6/15/04		750		764
Marsh & McLennan Cos., Inc., 5.38%, 3/15/07		2,000		2,146
Pacific Life Global Funding, 3.75%, 1/15/09 (b)		1,000		1,006
St. Paul Cos., Inc., 5.75%, 3/15/07		2,500		2,710
				16,807
Newspapers (0.8%)
New York Times, 7.63%, 3/15/05		2,000		2,140
Oil & Gas Exploration, Production, & Services (3.2%)
Amoco Co., 6.25%, 10/15/04		3,200		3,304
Chevron Corp., 6.63%, 10/1/04		2,000		2,070
Conoco, Inc., 5.90%, 4/15/04		1,000		1,009
Phillips Petroleum Co., 8.50%, 5/25/05		2,000		2,169
				8,552
Pharmaceuticals (2.7%)
Abbott Laboratories, 5.63%, 7/1/06		2,000		2,154
Bristol-Myers Squibb Co., 4.75%, 10/1/06		1,650		1,740

Continued

51

LIMITED TERM BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
CORPORATE BONDS, continued
Pharmaceuticals, continued
Eli Lilly & Co., 5.50%, 7/15/06	$	2,000	$	2,148
Merck & Co., Inc., 4.13%, 1/18/05		1,150		1,179
				7,221
Printing (0.4%)
R.R. Donnelley & Sons, 5.00%, 11/15/06		1,000		1,058
Restaurants (0.8%)
McDonald’s Corp., 5.38%, 4/30/07, MTN		2,000		2,149
Retail (4.5%)
Lowe’s Cos., Inc., 6.38%, 12/15/05		1,000		1,079
May Department Stores Co., 7.15%, 8/15/04		1,750		1,803
Sears Credit Account Master Trust, 6.75%, 9/16/09		5,000		5,367
Target Corp., 7.50%, 2/15/05		1,000		1,059
Target Corp., 3.38%, 3/1/08		800		804
Wal-Mart Stores, Inc., 5.45%, 8/1/06		2,000		2,149
				12,261
Tools (0.2%)
Stanley Works, 5.75%, 3/1/04		500		502
Utilities — Electric & Gas (1.4%)
Alabama Power Co., 2.80%, 12/1/06		1,000		1,005
Alabama Power Co., 2.65%, 2/15/06		500		504
Cincinnati Gas & Electric Co., 6.45%, 2/15/04		1,300		1,302
Consolidated Edison, Inc., 3.63%, 8/1/08		500		501
Smith Enron, 5.97%, 12/15/06		601		606
				3,918
Utilities — Telecommunications (0.8%)
GTE California, Inc., 7.65%, 3/15/07		2,000		2,274
TOTAL CORPORATE BONDS				143,346
U.S. GOVERNMENT AGENCIES (14.5%)
Fannie Mae (3.8%)
7.00%, 7/15/05		5,000		5,389
3.50%, 10/15/07, Callable 10/15/04 @ 100		5,000		5,017
				10,406
Federal Farm Credit Bank (2.6%)
2.38%, 12/23/05, Callable 6/23/04 @ 100		5,000		5,007
2.70%, 11/24/06, Callable 11/24/04 @ 100		2,000		2,006
				7,013
Federal Home Loan Bank (3.7%)
4.88%, 4/16/04		10,000		10,075
Freddie Mac (3.8%)
6.88%, 1/15/05		5,000		5,264
2.50%, 12/4/06, Callable 6/4/04 @ 100		5,000		4,990
				10,254

Continued

	Shares or Principal Amount		Value
U.S. GOVERNMENT AGENCIES, continued
Government National Mortgage Assoc. (0.6%)
7.50%, 4/15/09 - 8/15/11	$	490	$	530
8.00%, 12/15/07 - 4/15/10		401		1,001
8.50%, 9/15/09 - 12/15/09		161		177
				1,708
TOTAL U.S. GOVERNMENT AGENCIES				39,456
U.S. TREASURY OBLIGATIONS (30.3%)
1.88%, 9/30/04		10,000		10,054
2.00%, 5/15/06		10,000		10,013
3.38%, 1/15/07		15,000		19,012
1.63%, 4/30/05		43,000		43,161
TOTAL U.S. TREASURY OBLIGATIONS				82,240
INVESTMENT COMPANIES (1.4%)
AmSouth Prime Money Market Fund †		3,849,755		3,850
AmSouth U.S. Treasury Reserve Money Market Fund †		10,871		11
TOTAL INVESTMENT COMPANIES				3,861
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (30.1%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)		81,710,792		81,711
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING				81,711
TOTAL INVESTMENTS (Cost $344,882) (a) — 129.2%				350,614
Liabilities in excess of other assets — (29.2%)				(79,318	)
NET ASSETS — 100.0%			$	271,296

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	6,008
Unrealized depreciation		(276	)
Net unrealized appreciation	$	5,732

(b) Represents a restricted security, purchased under Rule 144A, which is exempt from registration under the Security Act of 1933, as amended. These securities have been deemed liquid under guidelines established by the Board of Trustees.

* Variable rate security. Rate presented represents rate in effect at January 31, 2004.

† Represents investment in affiliated security.

LLC — Limited Liability Company

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.

52

BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
CORPORATE BONDS (52.3%)
Aerospace/Defense (1.3%)
Boeing Corp., 6.88%, 11/1/06	$	2,145	$	2,368
United Technologies Corp., 7.13%, 11/15/10		5,000		5,875
				8,243
Aluminum (0.7%)
Alcoa, Inc., 7.38%, 8/1/10		4,000		4,705
Automotive — Finance (2.2%)
Ford Motor Credit Co., 6.25%, 12/8/05		3,485		3,663
General Motors Acceptance Corp., 7.50%, 7/15/05		3,000		3,218
General Motors Acceptance Corp., 6.15%, 4/5/07		2,000		2,148
Toyota Motor Credit Corp., 5.65%, 1/15/07		5,000		5,412
				14,441
Banking (8.1%)
Bank One Corp., 7.00%, 7/15/05		3,157		3,390
Bank One, Texas, 6.25%, 2/15/08		1,000		1,105
Branch Banking & Trust, 4.88%, 1/15/13		4,500		4,558
Fifth Third Bank, 6.75%, 7/15/05		4,000		4,290
Fifth Third Bank, 2.70%, 1/30/07		1,000		1,001
First Union Corp., 6.88%, 9/15/05		5,000		5,406
FleetBoston Financial Corp., 4.88%, 12/1/06		2,100		2,226
J.P. Morgan & Co., 7.63%, 9/15/04		3,856		4,004
NationsBank Corp., 7.75%, 8/15/15		1,100		1,346
Northern Trust Co., 7.10%, 8/1/09		6,000		6,971
State Street Boston, 7.65%, 6/15/10		5,000		6,016
SunTrust Bank, 6.38%, 4/1/11		5,500		6,210
SunTrust Banks, Inc., 7.38%, 7/1/06		3,159		3,522
Wachovia Corp., 6.61%, 10/1/25		1,875		2,093
				52,138
Beverages (1.5%)
Bottling Group LLC, 2.45%, 10/16/06		5,500		5,483
Coca-Cola Co., 5.75%, 3/15/11		4,000		4,400
				9,883
Brokerage Services (2.4%)
Bear Stearns & Co., Inc., 6.63%, 10/1/04		2,910		3,012
Bear Stearns & Co., Inc., 4.00%, 1/31/08		2,800		2,867
Dean Witter Discover & Co., 6.50%, 11/1/05		3,500		3,776
Lehman Brothers Holdings, Inc., 3.50%, 8/7/08		6,000		6,002
				15,657
Building Products (0.7%)
Vulcan Materials Co., 5.75%, 4/1/04		2,000		2,012
Vulcan Materials Co., 6.00%, 4/1/09		2,000		2,221
				4,233
Computers & Peripherals (0.8%)
IBM Corp., 5.38%, 2/1/09		5,000		5,425

Continued

	Principal Amount		Value
CORPORATE BONDS, continued
Consumer Goods (1.5%)
Nike, Inc., 5.50%, 8/15/06	$	3,500	$	3,748
Unilever Capital Corp., 7.13%, 11/1/10		5,000		5,864
				9,612
Consumer Products (0.1%)
Clorox Co., 6.13%, 2/1/11		500		561
Cosmetics/Personal Care (1.0%)
Colgate-Palmolive Co., 5.34%, 3/27/06		4,400		4,697
Kimberly-Clark Corp., 7.10%, 8/1/07		1,700		1,947
				6,644
Data Processing/Management (1.1%)
First Data Corp., 4.70%, 11/1/06		7,000		7,385
Electric — Integrated (1.1%)
Alabama Power Co., 7.13%, 8/15/04		2,000		2,063
Alabama Power Co., 7.13%, 10/1/07		1,700		1,940
Georgia Power Co., 4.00%, 1/15/11		3,000		2,953
				6,956
Electrical & Electronic (1.9%)
General Electric Co., 5.00%, 2/1/13		12,000		12,310
Electronic Components/ Instruments (0.6%)
Emerson Electric, 6.30%, 11/1/05		1,500		1,611
Honeywell, Inc., 7.00%, 3/15/07		2,000		2,249
				3,860
Financial Services (4.6%)
ASIF Global Financing, 3.85%, 11/26/07 (b)		5,000		5,114
Boeing Capital Corp., 7.38%, 9/27/10		6,251		7,272
Caterpillar Financial Services Corp., 2.50%, 10/3/06, MTN		2,100		2,102
Commercial Credit Co., 6.50%, 8/1/04		3,000		3,077
Countrywide Home Loan, 6.84%, 10/22/04		2,125		2,205
Household Finance Corp., 6.50%, 1/24/06		5,000		5,400
Mellon Funding Corp., 6.40%, 5/14/11		2,000		2,268
Norwest Financial, Inc., 6.63%, 7/15/04		2,000		2,048
				29,486
Food Products & Services (1.4%)
Sara Lee Corp., 6.15%, 6/19/08, MTN		5,625		6,192
Sysco Corp., 4.75%, 7/30/05		2,500		2,606
				8,798
Foreign Government (0.5%)
British Columbia, 4.63%, 10/3/06		3,000		3,166
Industrial Goods & Services (0.6%)
Rockwell International Corp., 6.63%, 6/1/05		3,456		3,663
Insurance (5.6%)
AIG SunAmerica Institutional Funding, Ltd., 5.20%, 5/10/04 (b)		1,875		1,896

Continued

53

BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
CORPORATE BONDS, continued
Insurance, continued
Allstate Financial Global Fund, 7.13%, 9/26/05 (b)	$	1,000	$	1,086
Berkshire Hathaway, Inc., 3.38%, 10/15/08 (b)		3,000		2,987
Chubb Corp., 6.15%, 8/15/05		1,000		1,063
Chubb Corp., 6.00%, 11/15/11		1,000		1,096
Hartford Life, Inc., 6.90%, 6/15/04		3,100		3,160
John Hancock, 5.63%, 12/1/08		5,000		5,400
Marsh & McLennan Cos., Inc., 5.38%, 3/15/07		1,500		1,610
MetLife, Inc., 6.13%, 12/1/11		1,000		1,103
Prudential Funding LLC, 6.60%, 5/15/08 (b)		6,000		6,704
St. Paul Cos., Inc., 5.75%, 3/15/07		9,125		9,891
				35,996
Machinery — Construction and Mining (0.2%)
Caterpillar, Inc., 6.55%, 5/1/11		1,000		1,146
Manufacturing (0.4%)
PPG Industries, Inc., 7.05%, 8/15/09		2,500		2,878
Meat Packing Plants (1.2%)
Hormel Foods Corp., 6.63%, 6/1/11		7,000		8,024
Newspapers (0.3%)
New York Times, 7.63%, 3/15/05		2,000		2,140
Oil & Gas Exploration, Production, & Services (1.5%)
Conoco, Inc., 5.90%, 4/15/04		1,500		1,513
Conoco, Inc., 6.35%, 4/15/09		1,000		1,126
Phillips Petroleum Co., 6.38%, 3/30/09		2,000		2,250
Texaco Capital, 7.09%, 2/1/07		4,000		4,535
				9,424
Pharmaceuticals (2.7%)
Abbott Laboratories, 5.63%, 7/1/06		4,000		4,310
Eli Lilly & Co., 5.50%, 7/15/06		6,000		6,442
Pfizer, Inc., 5.63%, 2/1/06		3,900		4,173
Pharmacia Corp., 5.75%, 12/1/05		2,600		2,779
				17,704
Restaurants (1.3%)
McDonald’s Corp., 5.38%, 4/30/07, MTN		2,000		2,149
McDonald’s Corp., 5.35%, 9/15/08		5,500		5,961
				8,110
Retail (2.7%)
May Department Stores Co., 7.15%, 8/15/04		1,000		1,030
May Department Stores Co., 7.90%, 10/15/07		1,000		1,152
Sears Credit Account Master Trust, 6.75%, 9/16/09		5,000		5,367
Target Corp., 7.50%, 2/15/05		2,000		2,118
Target Corp., 5.88%, 3/1/12		3,000		3,281
Wal-Mart Stores, Inc., 5.45%, 8/1/06		4,500		4,835
				17,783

Continued

	Principal Amount		Value
CORPORATE BONDS, continued
Tools (0.3%)
Stanley Works, 5.75%, 3/1/04	$	2,000	$	2,008
Utilities — Electric & Gas (2.4%)
Baltimore Gas & Electric, 7.50%, 1/15/07		3,100		3,493
Cincinnati Gas & Electric Co., 6.45%, 2/15/04		1,500		1,502
National Rural Utilities Corp., 6.38%, 10/15/04		3,100		3,209
Smith Enron, 5.97%, 12/15/06		931		939
Virginia Electric & Power Co., 8.00%, 3/1/04		2,500		2,513
Wisconsin Electric Power, 6.63%, 11/15/06		3,500		3,862
				15,518
Utilities — Telecommunications (1.6%)
BellAtlantic Corp., 6.25%, 2/15/04		2,000		2,003
BellSouth Telecommunications, 6.50%, 6/15/05		3,500		3,718
GTE California, Inc., 7.65%, 3/15/07		1,000		1,137
GTE California, Inc., 6.70%, 9/1/09		1,500		1,686
Southwestern Bell Telephone, 6.63%, 4/1/05		2,000		2,103
				10,647
TOTAL CORPORATE BONDS				338,544
MUNICIPAL BONDS (0.1%)
Georgia (0.1%)
Atlanta Downtown Development Lease Revenue Bond, 6.88%, 2/1/21		800		950
TOTAL MUNICIPAL BONDS				950
U.S. GOVERNMENT AGENCIES (23.4%)
Fannie Mae (7.2%)
5.13%, 2/13/04		10,600		10,613
7.13%, 3/15/07		5,000		5,666
5.25%, 3/22/07		14,000		14,079
5.50%, 12/1/17		15,562		16,166
				46,524
Federal Home Loan Bank (0.5%)
4.88%, 4/16/04		3,000		3,023
Freddie Mac (7.1%)
6.88%, 1/15/05		18,000		18,953
6.25%, 3/5/12, Callable 3/5/07 @ 100		10,000		10,775
5.50%, 9/1/17		15,508		16,114
				45,842
Government National Mortgage Assoc. (8.6%)
6.00%, 6/15/33		5,905		6,163
6.50%, 8/15/11 - 12/15/32		40,529		42,806
7.00%, 9/15/11 - 5/15/32		6,625		7,070
7.50%, 8/15/11		151		163
8.00%, 5/15/10		93		101
				56,303
TOTAL U.S GOVERNMENT AGENCIES				151,692

Continued

54

BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
U.S. TREASURY OBLIGATIONS (21.4%)
1.63%, 4/30/05	$	21,000	$	21,079
7.50%, 11/15/16		19,000		24,437
6.25%, 8/15/23		52,000		60,122
3.88%, 4/15/29		22,000		32,546
TOTAL U.S. TREASURY OBLIGATIONS				138,184
INVESTMENT COMPANIES (1.5%)
AmSouth Prime Money Market Fund †		9,653,410		9,654
AmSouth U.S. Treasury Reserve Money Market Fund †		151,497		151
TOTAL INVESTMENT COMPANIES				9,805
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (28.1%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)		182,406,860		182,407
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING				182,407
TOTAL INVESTMENTS (Cost $786,515) (a) — 126.8%				821,582
Liabilities in excess of other assets — (26.8%)				(173,592	)
NET ASSETS — 100.0%			$	647,990

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	35,248
Unrealized depreciation		(181	)
Net unrealized appreciation	$	35,067

(b) Represents a restricted security, purchased under Rule 144A, which is exempt from registration under the Security Act of 1933, as amended. These securities have been deemed liquid under guidelines established by the Board of Trustees.

† Represents investment in affiliated security.

LLC — Limited Liability Company

MTN — Medium Term Note

See notes to financial statements.

MUNICIPAL BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
MUNICIPAL BONDS (97.9%)
Alabama (38.8%)
Alabama 21st Century Authority Tobacco Settlement Revenue, 5.13%, 12/1/05	$	1,000	$	1,036
Alabama 21st Century Authority Tobacco Settlement Revenue, 5.25%, 12/1/06		1,000		1,055
Alabama State Agriculture & Mechanical University, Revenue, 4.55%, 11/1/09, Callable 5/1/08 @ 102, MBIA		2,245		2,450
Alabama State Agriculture & Mechanical University, Revenue, 4.65%, 11/1/10, Callable 5/1/08 @ 102, MBIA		2,355		2,558
Alabama State Agriculture & Mechanical University, Revenue, 6.50%, 11/1/25, Callable 11/1/05 @ 102, MBIA		2,035		2,260
Alabama State Judicial Building Authority, Judicial Facilities Project, 4.75%, 1/1/05, AMBAC		3,700		3,822
Alabama State Judicial Building Authority, Judicial Facilities Project, 4.85%, 1/1/06, AMBAC		3,880		4,122
Alabama State Public School & College Authority, 5.00%, 12/1/05, Callable 6/1/03 @ 103		3,390		3,501
Alabama State Public School & College Authority, 5.13%, 11/1/14, Callable 11/1/08 @ 101.5, FSA		8,000		8,781
Alabama State Public School & College Authority, Capital Improvement, 4.75%, 11/1/06, Callable 11/1/05 @ 101		5,000		5,316
Alabama State Water Pollution Control Authority, Revolving Fund, Series B, 5.25%, 8/15/08, Callable 8/15/06 @ 100, AMBAC		1,095		1,184
Alabama State Water Pollution Control Authority, Revolving Fund, Series B, 5.38%, 8/15/10, Callable 8/15/06 @ 100, AMBAC		860		933
Alabama State Water Pollution Control Authority, Revolving Fund, Series B, 5.40%, 8/15/11, Callable 8/15/06 @ 100, AMBAC		1,840		1,997
Alabama State Water Pollution Control Authority, Revolving Fund, Series B, 5.50%, 8/15/16, Callable 8/15/06 @ 100, AMBAC		3,890		4,212
Alabama State, Series A, GO, 4.60%, 10/1/05		3,500		3,690
Alabama State, Series E, GO, 4.00%, 9/1/08		2,855		3,060
Alabama State, Series E, GO, 4.00%, 9/1/09		4,210		4,512
Athens, Warrants, GO, 1.85%, 2/1/06, MBIA		680		683
Athens, Warrants, GO, 2.35%, 2/1/07, MBIA		690		699

Continued

55

MUNICIPAL BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
MUNICIPAL BONDS, continued
Alabama, continued
Auburn University, University Revenues, General Fee, 5.00%, 6/1/13, Callable 6/1/12 @ 100, AMBAC	$	4,800	$	5,317
Auburn University, University Revenues, General Fee, Series A, 5.50%, 6/1/12, Callable 6/1/11 @ 100, MBIA		2,125		2,426
Birmingham, GO, 4.90%, 7/1/06		1,500		1,616
Birmingham, Capital Improvements, Series A, GO, 4.75%, 10/1/10, Callable 4/1/08 @ 102		1,340		1,462
Birmingham, Capital Improvements, Series A, GO, 4.85%, 10/1/11, Callable 4/1/08 @ 102		1,430		1,552
Birmingham, Capital Improvements, Series B, GO, 4.80%, 10/1/08, Callable 4/1/07 @ 102		1,040		1,136
Birmingham, Industrial Water Board, Industrial Water Supply, 5.30%, 3/1/04, ETM		1,100		1,104
Birmingham, Industrial Water Board, Industrial Water Supply, 5.40%, 3/1/05, Callable 3/1/04 @ 100, OID, ETM		1,000		1,046
Birmingham, Industrial Water Board, Industrial Water Supply, 5.50%, 3/1/06, Prerefunded 3/1/05 @ 100, OID		1,300		1,361
Birmingham, Industrial Water Board, Industrial Water Supply, 6.20%, 7/1/08, Prerefunded 1/1/07 @ 100		2,305		2,503
Birmingham, Special Care Facilities Funding Authority, Series D, 4.95%, 11/1/14, Prerefunded 11/1/07 @ 100		2,415		2,657
Clark & Mobile County, Gas District, 5.60%, 12/1/17, Callable 12/1/06 @ 102, MBIA		1,045		1,163
Decatur, Warrants, Series A, GO, 2.25%, 12/1/04		180		182
Decatur, Warrants, Series A, GO, 2.25%, 12/1/05		435		442
Decatur, Warrants, Series A, GO, 2.40%, 12/1/06		205		209
Decatur, Warrants, Series A, GO, 2.50%, 12/1/07		210		213
Decatur, Warrants, Series B, GO, 2.25%, 12/1/05		215		218
Decatur, Warrants, Series B, GO, 2.40%, 12/1/06		100		102
Decatur, Warrants, Series B, GO, 2.50%, 12/1/07		140		142
Decatur, Warrants, Series C, GO, 2.50%, 8/1/05		245		249
Decatur, Warrants, Series C, GO, 2.88%, 8/1/06		200		206
Decatur, Warrants, Series C, GO, 2.88%, 8/1/07		220		226

Continued

	Principal Amount		Value
MUNICIPAL BONDS, continued
Alabama, continued
Decatur, Warrants, Series D, GO, 2.50%, 8/1/05	$	580	$	590
Decatur, Warrants, Series D, GO, 2.88%, 8/1/06		590		607
Decatur, Warrants, Series D, GO, 2.88%, 8/1/07		610		627
Dothan, GO, 5.05%, 9/1/09, FSA		905		1,017
Dothan, GO, 5.10%, 9/1/10, Callable 9/1/09 @ 101, FSA		1,515		1,702
Florence Water, Series B, 4.70%, 12/1/13, Callable 12/1/08 @ 102, FSA		1,025		1,095
Florence, Warrants, Series A, GO, 4.35%, 12/1/07		390		423
Florence, Warrants, Series A, GO, 2.40%, 9/1/08		1,370		1,369
Florence, Warrants, Series A, GO, 4.40%, 12/1/08		405		442
Florence, Warrants, Series A, GO, 4.50%, 12/1/09		425		467
Florence, Warrants, Series A, GO, 4.60%, 12/1/10, Callable 12/1/08 @ 102		445		487
Florence, Warrants, Series B, GO, 4.35%, 12/1/07, FSA		790		856
Florence, Warrants, Series B, GO, 4.40%, 12/1/08, FSA		825		901
Florence, Warrants, Series B, GO, 4.50%, 12/1/09, Callable 12/1/08 @ 102, FSA		865		951
Florence, Warrants, Series B, GO, 4.60%, 12/1/10, Callable 12/1/08 @ 102, FSA		900		986
Homewood Board of Education, Warrants, Capital Outlay, 4.00%, 2/1/10, FSA		1,085		1,157
Homewood Board of Education, Warrants, Capital Outlay, 4.00%, 2/1/11, FSA		1,000		1,060
Homewood Board of Education, Warrants, Capital Outlay, 4.00%, 2/1/12, FSA		1,010		1,061
Huntsville, Series A, GO, 4.75%, 11/1/18, Callable 11/1/08 @ 101		1,445		1,492
Huntsville Electric, 4.60%, 12/1/09, Callable 12/1/07 @ 102		550		597
Huntsville Electric, 4.70%, 12/1/10, Callable 12/1/07 @ 102		660		714
Huntsville Electric, 4.80%, 12/1/11, Callable 12/1/07 @ 102		680		741
Huntsville, Warrants, Series B, GO, 4.00%, 11/1/05		3,120		3,264
Huntsville, Warrants, Series B, GO, 4.00%, 11/1/06		3,245		3,445
Huntsville, Warrants, Series B, GO, 4.10%, 11/1/07		3,380		3,627
Huntsville, Water Treatment Systems, Series A, GO, 5.13%, 5/1/20, Callable 5/1/12 @ 102, OID		1,895		2,033

Continued

56

MUNICIPAL BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
MUNICIPAL BONDS, continued
Alabama, continued
Jefferson County, Warrants, GO, 5.10%, 2/15/10, FSA	$	1,000	$	1,127
Madison Water & Wastewater Board, Water & Sewer Revenue, 4.60%, 12/1/11, AMBAC		725		787
Mobile, Warrants, GO, 6.50%, 2/15/05, AMBAC		1,630		1,719
Mobile, Warrants, GO, 6.50%, 2/15/06, AMBAC		1,685		1,850
Mobile, Warrants, GO, 4.85%, 2/15/09		1,765		1,869
Montgomery Downtown Redevelopment Authority, Lease Revenue, 5.00%, 10/1/08		1,895		2,109
Montgomery, Warrants, GO, 5.00%, 5/1/11, AMBAC		1,530		1,721
Montgomery, Warrants, GO, 5.25%, 5/1/12, AMBAC		2,545		2,900
Montgomery, Waterworks & Sanitation Sewer Board, Water & Sewer Systems Revenue, 5.50%, 9/1/08, Callable 9/1/06 @ 101, AMBAC		3,000		3,297
Montgomery, Waterworks & Sanitation Sewer Board, Water & Sewer Systems Revenue, 5.25%, 9/1/18, Callable 9/1/11 @ 101, AMBAC		4,125		4,500
Shelby County Board of Education, Warrants, Capital Outlay, 4.80%, 2/1/10, Callable 2/1/09 @ 101, AMBAC		1,005		1,107
Talladega County, Industrial Development Board, Cyprus 1 Project, 9.75%, 12/1/13		335		337
University of Alabama General Fee, 4.75%, 6/1/11, Callable 6/1/07 @ 102, MBIA		1,500		1,625
University of Alabama General Fee, 4.60%, 6/1/09, Callable 6/1/07 @ 102, MBIA		1,200		1,298
University of Alabama General Fee, 4.70%, 6/1/10, Callable 6/1/07 @ 102, MBIA		1,300		1,400
University of South Alabama, University Revenues, Tuition, 4.70%, 11/15/08, Callable 5/15/06 @ 102, AMBAC		2,185		2,359
				143,119
Arizona (1.3%)
Arizona School Facilities, Board Revenue State School Improvement, 5.50%, 7/1/10		3,000		3,477
Pima County, School District No.16, Catalina Foothills, GO, 5.75%, 7/1/06, MBIA		1,200		1,317
				4,794

Continued

	Principal Amount		Value
MUNICIPAL BONDS, continued
California (1.8%)
Franklin-McKinley School District, GO, 6.00%, 7/1/16, FSA	$	1,000	$	1,211
San Mateo County Transit District, Sales Tax Revenue, Series A, 5.25%, 6/1/16, Callable 6/1/09 @ 101, FSA		4,765		5,243
				6,454
Colorado (1.9%)
Central Platte Valley Metropolitan District, 5.20%, 12/1/17, Prerefunded 12/1/09 @ 101, OID, ACA		5,940		6,829
Florida (9.0%)
Dade County, Series DD, GO, 7.70%, 10/1/08, AMBAC		1,760		2,165
Dade County, Series DD, GO, 7.70%, 10/1/12, AMBAC		1,000		1,308
Florida State Board of Education, Capital Outlay, Series A, GO, 5.00%, 6/1/08		6,500		7,219
Jacksonville, Water & Sewer District, Revenue, 5.00%, 10/1/20, MBIA		9,550		10,539
Key West Utilities Board, Electric Revenue, 6.00%, 10/1/13, AMBAC		2,450		2,959
Reedy Creek, Improvement District, Series 1, 5.50%, 10/1/08, Callable 10/1/07 @ 101, AMBAC		8,070		9,045
				33,235
Hawaii (1.1%)
Hawaii State, GO, 5.50%, 3/1/16, Prerefunded 3/1/07 @ 102, FGIC		3,625		4,092
Illinois (2.8%)
Chicago Metropolitan Water Reclamation District, Greater Chicago Capital Improvements, GO, 6.90%, 1/1/07		7,830		8,921
Will County Forest Preservation District, Series B, 0.00%, 12/1/18, FGIC		3,000		1,492
				10,413
Kentucky (0.6%)
Carrollton & Henderson Public Energy Authority, Gas Revenue, Series A, 5.00%, 1/1/09, FSA		2,000		2,227
Louisiana (0.3%)
Louisiana Local Government Environmental Facilities, Community Development Authority Revenue, Capital Projects & Equipment Acquisition, 5.25%, 12/1/18, AMBAC		1,085		1,210
Maryland (1.5%)
Maryland State Department of Transportation, Construction Revenue, 4.00%, 12/15/07		5,000		5,363

Continued

57

MUNICIPAL BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
MUNICIPAL BONDS, continued
Minnesota (0.7%)
Centennial Independent School District No. 12, Series A, GO, 5.60%, 2/1/07, MBIA	$	2,175	$	2,410
Mississippi (0.9%)
Medical Center Educational Building Corp. of Mississippi, Revenue, University of Mississippi Medical Center Project, 5.90%, 12/1/23, Prerefunded 12/1/04 @ 102, MBIA		2,075		2,200
Mississippi State, Series B, GO, 5.90%, 11/15/09		1,000		1,173
				3,373
Ohio (3.0%)
Ohio State Higher Education, Series A, GO, 5.20%, 2/1/10		9,700		11,004
Oklahoma (0.5%)
Moore, GO, 5.75%, 4/1/12, MBIA		1,530		1,767
Oregon (2.3%)
Salem, GO, 4.45%, 12/1/10, Callable 6/1/09 @ 100, FSA		2,365		2,550
Washington County Criminal Justice Facilities, GO, 5.00%, 12/1/09, Callable 12/1/07 @ 100		5,285		5,787
				8,337
Rhode Island (1.2%)
Rhode Island Port Authority & Economic Development Corp., Revenue, Shepard Building Project, Series B, 6.75%, 6/1/25, Prerefunded 6/1/04 @ 102, AMBAC		1,000		1,039
Rhode Island State, Series A, GO, 5.75%, 9/1/13, Callable 9/1/09 @ 101, FGIC		3,065		3,542
				4,581
South Carolina (2.8%)
Beaufort County School District, Series B, GO, 4.10%, 2/1/09, Callable 2/1/07 @ 101, SCSDE		5,525		5,826
Beaufort County School District, Series B, GO, 4.90%, 3/1/09, Callable 3/1/05 @ 101		4,125		4,316
				10,142
Tennessee (3.7%)
Jackson, Improvements, 5.00%, 3/1/10, Prerefunded 3/1/05 @ 102		2,000		2,115
Metropolitan Government, Nashville & Davidson County, Industrial Development Board, Revenue, Multi-Family Housing, Arbor, Series B, 7.50%, 11/15/10, Prerefunded 5/15/10 @ 100		2,050		2,608
Metropolitan Government, Nashville & Davidson County, Industrial Development Board, Revenue, Multi-Family Housing, Arbor, Series C, 7.50%, 11/15/12, Prerefunded 5/15/12 @100		1,000		1,306

Continued

	Principal Amount		Value
MUNICIPAL BONDS, continued
Tennessee, continued
Tennessee State, Series B, GO, 5.00%, 5/1/15, Callable 5/1/08 @ 100	$	1,500	$	1,625
Tennessee State, Series B, GO, 4.60%, 5/1/07, Callable 5/1/06 @ 100		5,495		5,820
				13,474
Texas (9.6%)
Dallas County, Series A, GO, 5.25%, 8/15/09		3,000		3,397
Harris County, Housing Financial Corp., Multi-Family Housing Revenue, Breton Mill Partners, 7.00%, 3/1/07, Prerefunded 2/15/07 @ 100		1,000		1,153
Katy Independent School District, Series A, GO, 4.50%, 2/15/20, Callable 2/15/08 @ 100, PSF-GTD		3,600		3,607
Lubbock Health Facilities Development Corp., Hospital Revenue, Methodist Hospital, Series B, 6.75%, 12/1/10, AMBAC		1,000		1,241
Mesquite Independent School District, Series A, GO, 4.70%, 8/15/08, Callable 8/15/07 @ 100		4,000		4,308
Richardson Independent School District, Series C, 4.75%, 2/15/22, Callable 2/15/08 @ 100, PSF-GTD		1,000		1,006
San Antonio, Series A, GO, 4.75%, 2/1/19, Callable 2/1/09 @ 100		1,590		1,621
Texas State, Public Finance Authority, Series A, GO, 5.25%, 10/1/08		7,965		8,964
University of Texas, 4.60%, 7/1/08, Callable 7/1/06 @ 100		3,575		3,787
University of Texas, Series B, 4.25%, 8/15/09, Callable 8/15/07 @ 100		5,455		5,749
Whitehouse Independent School District, GO, 4.80%, 2/15/12, Callable 2/15/08 @ 100		1,000		1,054
				35,887
Utah (5.6%)
Davis County, School District, GO, 4.38%, 6/1/08, School Board Guaranty		4,805		5,217
Jordan School District, GO, 4.80%, 6/15/08, Callable 6/15/07 @ 100		3,810		4,122
Utah State, Series F, GO, 5.00%, 7/1/09		5,200		5,738
Utah State, Series F, GO, 5.50%, 7/1/07, Callable 7/1/07 @ 100		5,000		5,596
				20,673
Virginia (3.2%)
Virginia College Building Authority, Series A, 5.00%, 9/1/12, Callable 9/1/07 @ 101		2,000		2,192
Virginia State, GO, 5.00%, 6/1/08, Callable 6/1/07 @ 100		5,000		5,449
Virginia State, Public School Authority, Series S, 5.25%, 8/1/09		3,500		3,975
				11,616

Continued

58

MUNICIPAL BOND FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
MUNICIPAL BONDS, continued
Washington (4.2%)
King County Public Hospital District No. 002, GO, 5.25%, 12/1/13, MBIA	$	1,095	$	1,221
Snohomish County, GO, 3.13%, 12/1/11, OID		1,225		1,221
Washington State, GO, 5.75%, 9/1/08		6,500		7,438
Washington State, Series 2-A, GO, 5.00%, 7/1/10, FSA		5,000		5,620
				15,500
West Virginia (0.3%)
Raleigh Fayette & Nicholas Counties, 6.20%, 8/1/04		1,000		1,026
Wisconsin (0.8%)
Wisconsin State Health & Educational Facilities Authority, Revenue, Wheaton Franciscan Services, Inc., 6.10%, 8/15/09, MBIA		2,420		2,829
TOTAL MUNICIPAL BONDS				360,355
INVESTMENT COMPANIES (0.9%)
AmSouth Tax-Exempt Money Market Fund †		1,344,546		1,345
Goldman Sachs Tax-Free Money Market Fund		1,897,490		1,897
TOTAL INVESTMENT COMPANIES				3,242
TOTAL INVESTMENTS (Cost $336,535) (a) — 98.8%				363,597
Other assets in excess of liabilities — 1.2%				4,544
NET ASSETS — 100.0%			$	368,141

(a) Represents cost for federal income tax and financial reporting purposes and differs from value by net unrealized appreciation of securities as follows:

Unrealized appreciation	$	27,112
Unrealized depreciation		(50	)
Net unrealized appreciation	$	27,062

† Represents investment in affiliated security.

ACA — ACA Certificate of Bond Insurance

AMBAC — Insured by AMBAC Indemnity Corp.

ETM — Escrowed to Maturity

FGIC — Insured by Financial Guaranty Insurance Corp.

FSA — Insured by Financial Security Assurance Inc.

GO — General Obligation

MBIA — Insured by Municipal Bond Insurance Assoc.

OID — Original Issue Discount

PSF-GTD — Permanent School Fund Guarantee

SCSDE — South Carolina School District Enhancement

See notes to financial statements.

FLORIDA TAX-EXEMPT FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
MUNICIPAL BONDS (91.9%)
Florida (91.9%)
Altamonte Springs, Health Facilities Authority, Hospital Revenue, ETM, 5.60%, 10/1/10	$	545	$	638
Broward County Gas Tax Revenue, 5.25%, 9/1/09		500		568
Broward County, Series B, GO, 5.00%, 1/1/09		800		892
Broward County, Series B, GO, 5.00%, 1/1/10		1,000		1,124
Clearwater Utility Revenue, ETM, 6.10%, 12/1/07		700		807
Dade County Aviation Authority, Series 1994 B, 6.25%, 10/1/04, AMBAC		1,000		1,034
Dade County School Board, Certificates of Participation, Series C, 5.25%, 8/1/06, FSA		750		816
Dade County School District, GO, 6.00%, 7/15/06		1,000		1,104
Dade County School District, GO, 5.00%, 2/15/14, Callable 2/15/07 @ 101, MBIA		1,000		1,082
Escambia County Utility Authority, Utility System Revenue, 5.00%, 1/1/08, FGIC		1,000		1,104
Florida Housing Finance Agency, Homeowner Mortgages, Series 1995 A-1, 5.65%, 1/1/09, Callable 1/1/06 @ 102		450		480
Florida State Board of Education, Lottery Revenue, Series B, 5.25%, 7/1/09, Callable 7/1/08 @ 101, FGIC		1,000		1,120
Florida State Board of Education, Lottery Revenue, Series C, 5.00%, 1/1/14, Callable 1/1/13 @101, MBIA		1,000		1,107
Florida State Board of Education, Series A, GO, 5.00%, 1/1/15, Callable 1/1/08 @ 101		1,000		1,077
Florida State Board of Education, Series B, GO, 5.38%, 6/1/08, Callable 6/1/07 @ 101		2,000		2,219
Florida State Department Environmental Protection Preservation, Revenue, Florida Forever, Series B, 5.00%, 7/1/10, MBIA		2,000		2,260
Florida State Department of Transportation, Right of Way, Series B, GO, 5.50%, 7/1/08, Callable 7/1/07 @ 101		3,310		3,694
Florida State Division of Bond Finance, Department of General Services Revenues, Preservation 2000, Series A, 5.50%, 7/1/08, FSA		1,000		1,133

Continued

59

FLORIDA TAX-EXEMPT FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
MUNICIPAL BONDS, continued
Florida, continued
Florida State Division of Bond Finance, Department of General Services Revenues, Preservation 2000, Series A, 5.70%, 7/1/09, Callable 7/1/05 @ 101, AMBAC	$	1,000	$	1,073
Florida State Division of Bond Finance, Department of General Services Revenues, Preservation 2000, Series A, 5.00%, 7/1/12, Callable 7/1/07 @ 101, AMBAC		2,000		2,189
Florida State Division of Bond Finance, Department of General Services Revenues, Series B, 5.50%, 7/1/05, AMBAC		2,000		2,120
Florida State Turnpike Authority, Turnpike Revenue, Department of Transportation, Series A, 5.50%, 7/1/11, Callable 7/1/05 @ 101, FGIC		1,000		1,071
Florida State, Senior Lien, Jacksonville Transportation, GO, 5.25%, 7/1/15, Callable 7/1/07 @ 101		1,000		1,095
Florida Water PCR, 5.50%, 1/15/14		1,000		1,127
Hillsborough County, Capital Improvement, County Center Project, Series B, 5.00%, 7/1/13, Callable 7/1/06 @ 102, MBIA		1,000		1,090
Jacksonville Water & Sewer Systems Revenue, Series B, 5.25%, 10/1/09, FSA		1,000		1,137
Jacksonville, Sales Tax Revenue, 5.00%, 10/1/09, AMBAC		1,000		1,125
Key West Utilities Board, Electric Revenue, 6.00%, 10/1/13, AMBAC		1,500		1,812
Lee County Transportation Facilities, Revenue, Series A, 5.50%, 10/1/11, AMBAC		1,500		1,743
Manatee County School Board, Certificates of Participation, 5.75%, 7/1/09, Callable 7/1/06 @ 102, MBIA		500		559
Miami Beach Water & Sewer Revenue, 5.38%, 9/1/08, Callable 9/7/01 @ 101, OID, FSA		1,000		1,079
Miami-Dade County Educational Facilities Authority Revenue, Series A, 5.75%, 4/1/13, Callable 4/1/10 @ 101, AMBAC		1,060		1,220
Okeechobee Utility Authority, Utility System Revenue, 5.25%, 10/1/14, Callable 10/1/09 @ 101, FSA		1,675		1,860
Orange County, Sales Tax Revenue, 4.80%, 1/1/17, Callable 1/1/07 @ 101, FGIC		1,000		1,027
Orange County, Tourist Development, Tax Revenue, 5.00%, 10/1/08, AMBAC		1,500		1,674
Orlando Utilities Commission, Water & Electric Revenue, Series B, 5.10%, 10/1/11, Callable 10/1/06 @ 100		1,500		1,620

Continued

	Shares or Principal Amount		Value
MUNICIPAL BONDS, continued
Florida, continued
Palm Beach County, Criminal Justice Facilities, 5.38%, 6/1/10, FGIC	$	1,000	$	1,151
Palm Beach County, Criminal Justice Facilities Revenue, 5.00%, 6/1/12		1,095		1,232
Palm Beach County, Public Improvement Revenue, 2.80%, 8/1/11, OID		1,225		1,196
South Florida, Water Management District, Special Obligation, Land Acquisition, 5.25%, 10/1/13		1,000		1,148
St. Johns River Management District, Land Acquisition, 5.10%, 7/1/09, Callable 7/1/05 @ 100, FSA		1,000		1,050
St. Petersburg Utility Tax Revenue, 5.00%, 6/1/08, AMBAC		1,145		1,273
Tampa Bay Water Utility System Revenue, Series A, 4.40%, 10/1/10, Callable 10/1/08 @ 101, OID		550		593
Tampa Sports Authority, Local Option Sales Tax Revenue, Stadium Project, 6.00%, 1/1/06, MBIA		1,550		1,681
Tampa-Hillsborough County, Expressway, 5.00%, 7/1/10, Callable 7/1/07 @ 101		1,000		1,097
Volusia County Sales Tax Revenue, 5.00%, 10/1/13, Callable 10/1/08 @ 101, MBIA		1,000		1,092
TOTAL MUNICIPAL BONDS				58,393
INVESTMENT COMPANIES (7.3%)
AmSouth Tax-Exempt Money Market Fund †		2,391,923		2,392
Dreyfus Florida Money Market Fund		2,221,367		2,221
TOTAL INVESTMENT COMPANIES				4,613
TOTAL INVESTMENTS
(Cost $59,221) (a) — 99.2%				63,006
Other assets in excess of liabilities — 0.8%				494
NET ASSETS — 100.0%			$	63,500

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	3,812
Unrealized depreciation		(27	)
Net unrealized appreciation	$	3,785

† Represents investment in affiliated security.

AMBAC — Insured by AMBAC Indemnity Corp.

ETM — Escrowed to Maturity

FGIC — Insured by Financial Guaranty Insurance Corp.

FSA — Insured by Financial Security Assurance Inc.

GO — General Obligation

MBIA — Insured by Municipal Bond Insurance Assoc.

OID — Original Issue Discount

PCR — Pollution Control Revenue

See notes to financial statements.

60

TENNESSEE TAX-EXEMPT FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
MUNICIPAL BONDS (96.3%)
Tennessee (96.3%)
Anderson County, GO, 5.00%, 4/1/09, FSA	$	1,055	$	1,179
Chattanooga, GO, 5.00%, 9/1/13, Prerefunded 9/1/06 @ 101, OID, FGIC		100		109
Chattanooga, Series A, GO, 5.00%, 11/1/06		1,000		1,089
Clarksville, Water Sewer & Gas Revenue, 5.15%, 2/1/14, FSA		1,570		1,760
Dickson County, Public Improvements & Schools, GO, 5.25%, 4/1/16, Callable 4/1/10 @ 100, OID, FSA		1,000		1,143
Franklin Special School District, GO, 5.00%, 6/1/10		1,020		1,147
Germantown, GO, 4.50%, 8/1/05		500		524
Hamilton County, GO, 5.00%, 11/1/11, Callable 11/1/08 @ 101		1,000		1,092
Johnson City, GO, 4.70%, 6/1/12, OID, FGIC		1,000		1,100
Knox County Health Educational & Housing Facility Board, Hospital Facilities Revenue, Fort Sanders Alliance, 7.25%, 1/1/08, MBIA		750		885
Knox County, GO, 4.50%, 4/1/08		1,000		1,090
Knox County, Public Improvements, GO, 5.00%, 5/1/06		425		457
Knoxville, Water Revenue, 5.00%, 3/1/13, Callable 3/1/10 @ 100, MBIA		1,000		1,089
Marion County, GO, 5.00%, 4/1/11, AMBAC		1,000		1,124
Memphis, GO, 6.25%, 7/1/04		1,000		1,022
Memphis, GO, 6.00%, 11/1/06		1,000		1,115
Metropolitan Government, Nashville & Davidson County, Electric Revenue, Series B, 5.50%, 5/15/12		1,000		1,156
Metropolitan Government, Nashville & Davidson County, Electric Revenue, Series B, 5.50%, 5/15/14		1,000		1,161
Metropolitan Government, Nashville & Davidson County, GO, 5.00%, 12/1/06		600		655
Metropolitan Government, Nashville & Davidson County, GO, 6.00%, 12/1/09		1,500		1,771
Metropolitan Government, Nashville & Davidson County, Health & Education Facilities Board Revenue, The Vanderbilt University, Series A, 6.00%, 7/1/07		500		566
Metropolitan Nashville Airport Authority, Airport Revenue Improvement, Series A, 6.63%, 7/1/07, FGIC		500		573
Oak Ridge, GO, 5.00%, 4/1/13, Callable 4/1/11 @ 100, AMBAC		1,000		1,090
Putnam County Schools, GO, 5.50%, 4/1/19, OID, Prerefunded 4/1/10 @ 100, FGIC		1,000		1,157

Continued

	Principal Amount		Value
MUNICIPAL BONDS, continued
Tennessee, continued
Rutherford County, Capital Outlay Notes, Series A, GO, 6.25%, 5/1/04	$	1,250	$	1,266
Rutherford County, Capital Outlay Notes, Series A, GO, 6.50%, 5/1/06		1,050		1,163
Rutherford County, Public Improvements, GO, 5.40%, 4/1/13, Prerefunded 4/1/06 @ 100, OID		1,000		1,082
Shelby County Health Educational & Housing Facility Board, Hospital Revenue, Methodist Health Systems, Inc., 6.25%, 8/1/07, MBIA		3,500		4,010
Shelby County Health Educational & Housing Facility Board, Hospital Revenue, Methodist Healthcare, 5.50%, 4/1/05, ETM, MBIA		435		457
Shelby County Health Educational & Housing Facility Board, Hospital Revenue, Methodist Healthcare, 5.50%, 4/1/05, MBIA		165		173
Shelby County Schools, Series A, GO, 5.88%, 6/1/19, Prerefunded 6/1/06 @ 100		1,000		1,098
Shelby County, Public Improvements, Series A, GO, 5.88%, 6/1/20, Prerefunded 6/1/06 @ 100, OID		1,500		1,647
Shelby County, Series A, GO, 6.75%, 4/1/05		1,000		1,064
Shelby County, Series B, GO, 5.25%, 12/1/10, Callable 12/1/06 @ 101, OID		1,000		1,098
Tennessee State School Board Authority, Higher Educational Facilities, 5.00%, 5/1/05		500		524
Tennessee State School Board Authority, Higher Educational Facilities, Series A, 5.00%, 5/1/11, FSA		2,000		2,250
Tennessee State, GO, 5.00%, 5/1/09, Callable 5/1/07 @ 101.5, OID		500		549
Tennessee State, Series A, GO, 5.00%, 5/1/05		500		524
Williamson County, GO, 6.00%, 3/1/08, OID		500		573
Williamson County, GO, 5.00%, 3/1/11		1,000		1,127
Williamson County, Public Improvements, GO, 5.00%, 3/1/07		1,000		1,093
Wilson County, GO, 4.50%, 4/1/06		1,135		1,206
				44,958
TOTAL MUNICIPAL BONDS				44,958

Continued

61

TENNESSEE TAX-EXEMPT FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares	Value
INVESTMENT COMPANIES (2.4%)
AIM Tax-Free Money Market Fund	900,820	$	901
AmSouth Tax-Exempt Money Market Fund †	197,033		197
TOTAL INVESTMENT COMPANIES			1,098
TOTAL INVESTMENTS (Cost $43,633) (a) — 98.7%			46,056
Other assets in excess of liabilities — 1.3%			619
NET ASSETS — 100.0%		$	46,675

(a) Represents cost for financial reporting purposes, is substantially the same as cost for federal income tax purposes, and differs from value by unrealized appreciation of securities as follows:

Unrealized appreciation	$	2,427
Unrealized depreciation		(4	)
Net unrealized appreciation	$	2,423

† Represents investment in affiliated security.

AMBAC — Insured by AMBAC Indemnity Corp.

ETM — Escrowed to Maturity

FGIC — Insured by Financial Guaranty Insurance Corp.

FSA — Insured by Financial Security Assurance Inc.

GO — General Obligation

MBIA — Insured by Municipal Bond Insurance Assoc.

OID — Original Issue Discount

See notes to financial statements.

PRIME MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
COMMERCIAL PAPER — DOMESTIC* (43.0%)
Banking (9.1%)
Bank of America Corp., 1.10%, 6/7/04	$	19,500	$	19,425
Citicorp, 1.08%, 2/11/04		19,500		19,494
Wells Fargo & Co., 1.02%, 3/30/04		21,000		20,966
				59,885
Financial Services (18.6%)
AIG Funding, 1.01%, 4/5/04		20,500		20,463
American Express Credit Corp., 1.01%, 3/15/04		20,000		19,976
General Electric Capital Corp., 1.13%, 6/3/04		20,000		19,923
Goldman Sachs, 1.12%, 4/7/04		20,000		19,959
Merrill Lynch & Co., Inc., 1.00%, 3/1/04		20,500		20,483
Morgan Stanley Group, Inc., 1.08%, 2/9/04		21,000		20,996
				121,800
Materials (3.0%)
Dupont, 1.00%, 2/20/04		20,000		19,989
Oil & Gas Exploration, Production, & Services (3.0%)
Chevron Texaco Corp., 1.05%, 2/18/04		20,000		19,990
Pharmaceuticals (3.2%)
Pfizer, Inc., 0.99%, 3/3/04		21,000		20,982
Retail (3.0%)
Wal-Mart Stores, Inc., 1.02%, 2/24/04		20,000		19,987
Utilities — Telecommunications (3.1%)
BellSouth Corp., 1.00%, 2/5/04		20,500		20,498
TOTAL COMMERCIAL PAPER — DOMESTIC				283,131
U.S. GOVERNMENT AGENCIES* (18.7%)
Fannie Mae (4.4%)
1.15%, 9/1/04		29,000		28,804
Federal Farm Credit Bank (4.4%)
1.05%, 6/1/04		29,200		29,091
Federal Home Loan Bank (5.0%)
5.25%, 2/13/04		17,000		17,023
1.12%, 6/9/04		16,000		15,936
				32,959
Freddie Mac (4.9%)
1.10%, 2/2/04		20,000		19,999
1.22%, 10/7/04		12,000		11,900
				31,899
TOTAL U.S. GOVERNMENT AGENCIES				122,753

Continued

62

PRIME MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
U.S. TREASURY NOTES (10.2%)
3.38%, 4/30/04	$	21,000	$	21,114
2.88%, 6/30/04		25,000		25,191
1.88%, 9/30/04		20,500		20,592
TOTAL U.S. TREASURY NOTES				66,897
REPURCHASE AGREEMENTS (28.1%)
Goldman Sachs, 1.03%, 2/2/04, dated 1/30/04, with a maturity value of $92,356		92,348		92,348
Prudential, 1.03%, 2/2/04, dated 1/30/04, with a maturity value of $92,356		92,349		92,349
TOTAL REPURCHASE AGREEMENTS				184,697
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (24.7%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)		162,633,871		162,634
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING				162,634
TOTAL INVESTMENTS (Cost $820,112) (a) — 124.7%				820,112
Liabilities in excess of other assets — (24.7%)				(162,427	)
NET ASSETS — 100.0%			$	657,685

(a) Cost and value for federal income tax and financial reporting purposes are the same.

* Rates disclosed represent yield effective at purchase.

See notes to financial statements.

TREASURY RESERVE MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
U.S. TREASURY BILLS* (33.9%)
1.00%, 2/5/04	$	6,000	$	5,999
0.96%, 2/12/04		5,500		5,498
0.97%, 2/19/04 - 5/13/04		18,000		17,979
0.95%, 3/4/04		4,000		3,997
0.99%, 3/11/04		6,500		6,494
1.01%, 3/18/04 - 4/22/04		16,000		15,971
0.98%, 3/25/04		2,500		2,496
1.02%, 5/6/04		5,500		5,485
0.86%, 5/20/04		3,000		2,992
0.94%, 6/3/04		2,000		1,994
0.93%, 7/15/04		3,000		2,987
TOTAL U.S. TREASURY BILLS				71,892
U.S. TREASURY NOTES (13.6%)
3.63%, 3/31/04		3,000		3,012
3.38%, 4/30/04		4,000		4,024
2.88%, 6/30/04		6,000		6,045
2.13%, 8/31/04		6,000		6,038
1.88%, 9/30/04		4,500		4,522
5.88%, 11/15/04		5,000		5,181
TOTAL U.S. TREASURY NOTES				28,822
REPURCHASE AGREEMENTS (52.5%)
Goldman Sachs, 0.97%, 2/2/04, dated 1/30/04, with a maturity value of $51,766		51,762		51,762
Morgan Stanley, 0.97%, 2/2/04, dated 1/30/04, with a maturity value of $8,001		8,000		8,000
Prudential, 0.98%, 2/2/04, dated 1/30/04, with a maturity value of $51,766		51,762		51,762
TOTAL REPURCHASE AGREEMENTS				111,524
SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING (27.8%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)		58,938,431		58,938
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING				58,938
TOTAL INVESTMENTS (Cost $271,176) (a) — 127.8%				271,176
Liabilities in excess of other assets — (27.8%)				(58,955	)
NET ASSETS — 100.0%			$	212,221

(a) Cost and value for federal income tax and financial reporting purposes are the same.

* Rates disclosed represent yield effective at purchase.

See notes to financial statements.

63

TAX-EXEMPT MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
DEMAND NOTES* (74.5%)
Alabama (8.2%)
Alabama Housing Finance Authority, Multi-Family Housing Revenue, Rime Village Huntsville Project, Series B, 1.00%, 6/15/26, FNMA	$	1,500	$	1,500
Eutaw Industrial Development Board, PCR, Alabama Power Co. Project, 1.00%, 6/1/28		1,800		1,800
Homewood Educational Building Authority, Revenue, Educational Facilities, Samford University, 1.00%, 12/1/21, AMBAC, SPA: Bank of Nova Scotia		1,100		1,100
Homewood Educational Building Authority, Revenue, Educational Facilities, Samford University, 1.00%, 12/1/25, SPA: South Trust Bank N.A.		4,000		4,000
Mobile Industrial Development Board, PCR, Alabama Power Co. Project, Series B, 0.99%, 8/1/17		2,000		2,000
Port City Medical Clinic Board Mobile, Revenue, Infirmary Health, 0.97%, 2/1/25, SPA: The Bank of Nova Scotia and KBC Bank N.V.		2,000		2,000
				12,400
Arizona (2.3%)
Phoenix Industrial Development Authority, Multi-Family Housing Revenue, Del Mar Terrace, Series A, 0.95%, 10/1/29		3,450		3,450
Colorado (1.8%)
Colorado Health Facilities Authority, Revenue, North Colorado Medical Center, 0.92%, 5/15/20, MBIA		2,800		2,800
Connecticut (3.9%)
Connecticut State Health & Educational Facilities Authority, Revenue, Yale University Series V-1, 0.93%, 7/1/36		1,000		1,000
Connecticut State Health & Educational Facilities Authority, Revenue, Yale University, Series T-1, 0.90%, 7/1/29		5,000		5,000
				6,000
District of Columbia (1.8%)
District of Columbia Institute for International Economics, Revenue, 0.95%, 6/1/25, LOC: SunTrust Bank		2,800		2,800
Florida (5.3%)
Aluchua County Health Facilities Authority, Shands Teaching Hospital, Series A, 0.99%, 12/1/12, LOC: SunTrust Bank		3,000		3,000
Hillsborough County Industrial Development Authority, Goodwill Industries, Suncoast Project, 0.95%, 11/1/21, LOC: SunTrust Bank		3,100		3,100

Continued

	Principal Amount		Value
DEMAND NOTES*, continued
Florida, continued
Jacksonville Health Facilities Authority, Hospital Revenue, Series A, 0.99%, 8/15/33, LOC: Bank of America N.A.	$	1,900	$	1,900
				8,000
Georgia (11.8%)
Burke County Development Authority, PCR, Oglethorpe Power Corporation Project, Series C, 0.99%, 1/1/18, MBIA, SPA: JP Morgan Chase Bank		4,500		4,500
Cobb County Housing Authority, Multi-Family Housing Revenue, Post Mill Project, 0.95%, 6/1/25, FNMA		1,000		1,000
Fulton County Development Authority, Revenue, Lovett School Project, 0.95%, 7/1/26, LOC: SunTrust Bank		3,000		3,000
Macon-Bibb County Georgia Hospital Authority, Revenue Anticipation Certificates, 0.99%, 5/1/30, LOC: SunTrust Bank		2,900		2,900
Monroe County Development Authority, PCR, Oglethorpe Power Corporation Project, 0.99%, 1/1/22, AMBAC, SPA: JP Morgan Chase & Co.		1,640		1,640
Municipal Electric Authority, Revenue, Project One, Sub Series D, 0.90%, 1/1/20, MBIA		5,000		5,000
				18,040
Illinois (4.9%)
Elmhurst, Revenue, Joint Common Accredation, 0.94%, 7/1/18, LOC: Dexia Credit Local de France		4,385		4,385
Illinois Developmental Finance Authority, Revenue, Provena Health Series C, 0.91%, 5/1/28, MBIA, SPA: Bank One N.A.		3,100		3,100
				7,485
Maryland (0.7%)
Maryland State Economic Development Corp., Revenue, Federation of American Societies, Series A, 0.99%, 7/1/30, LOC: SunTrust Bank		1,000		1,000
Michigan (1.4%)
Huron County Economic Development, Huron Memorial Hospital Project, 0.98%, 10/1/28, LOC: Fifth Third Bank		2,185		2,185
Montana (1.6%)
Forsyth PCR, Pacificorp Project, 1.03%, 1/1/18		2,500		2,500
Nevada (2.0%)
Clark County Airport, Revenue, Series B-2, 0.88%, 7/1/29, LOC: Bayerische Hypo-Und Vereinsbank		3,000		3,000

Continued

64

TAX-EXEMPT MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
DEMAND NOTES*, continued
New Jersey (2.7%)
New Jersey Economic Authority Dock Facilities, Revenue, Bayonne/IMTT Project, Series A, 0.97%, 12/1/27, LOC: SunTrust Bank	$	1,100	$	1,100
New Jersey State Educational Facilities Authority, Revenue, Princeton University, Series B, 0.93%, 7/1/21		3,000		3,000
				4,100
New York (5.5%)
New York, Series F-3, GO, 0.94%, 2/15/13, LOC: Morgan Guaranty Trust		5,000		5,000
New York, Sub Series A-7, GO, 0.90%, 11/1/24, AMBAC, SPA: Bank of Nova Scotia		1,400		1,400
New York, Sub Series E2, GO, 0.95%, 8/1/20		2,000		2,000
				8,400
Tennessee (9.7%)
Blount County Health Educational & Housing Facilities Board, Revenue, Presbyterian Homes Tennessee Project, 0.95%, 1/1/19, LOC: SunTrust Bank		1,200		1,200
Clarksville Public Building Authority, Revenue, 0.95%, 7/1/16, LOC: SunTrust Bank		2,900		2,900
Dickson County Tennessee Industrial Development Board, Revenue, Renaissance Learning Center, 0.95%, 11/1/12, LOC: SunTrust Bank		1,600		1,600
Metropolitan Government, Nashville & Davidson County, Industrial Development Board, Revenue, Country Music Hall of Fame, 0.97%, 6/1/22, LOC: Bank of America		2,835		2,835
Sevier County Tennessee Public Building Authority, Local Government Series III-A-1, Revenue, 0.97%, 6/1/07, AMBAC, SPA: Landesbank Hessen-Thueringen		2,150		2,150
Sumner County, School Capital Outlay Notes, 0.95%, 6/1/05, LOC: SunTrust Bank		4,000		4,000
				14,685
Virginia (4.5%)
Loudoun County Industrial Development Authority, Revenue, Howard Hughes Medical, Series C, 0.98%, 2/15/38		2,000		2,000
Roanoke Industrial Development Authority, Revenue, Carilion Health System, Series E, 0.99%, 7/1/27, LOC: SunTrust Bank		4,800		4,800
				6,800

Continued

	Principal Amount		Value
DEMAND NOTES*, continued
Washington (3.1%)
Washington State, Series VR 96B, GO, 0.86%, 6/1/20, SPA: Landesbank Hessen-Thueringen	$	4,700	$	4,700
Wisconsin (3.3%)
Green Bay Redevelopment Authority, Revenue, Berlin Memorial Hospital, Series B, 0.98%, 2/15/31, LOC: Associated Bank N.A.		5,000		5,000
TOTAL DEMAND NOTES				113,345
MUNICIPAL BONDS (21.3%)
Colorado (1.8%)
Arapahoe County School District Number 005, Cherry Creek, 1.50%, 12/15/04		2,705		2,713
Georgia (0.8%)
Ware County, Sales Tax Revenue, 1.50%, 10/1/04, XLCA		1,235		1,238
Maryland (3.6%)
Anne Arundel County, GO, 1.00%, 3/1/04		5,500		5,500
Massachusetts (3.0%)
Ashburnham & Westminister Regional School District, Bond Anticipation Notes, GO, 1.75%, 1/28/05		1,500		1,508
Concord, Bond Anticipation Notes, GO, 1.75%, 2/26/04		1,100		1,101
Salem, Bond Anticipation Notes, GO, 1.50%, 1/13/05		2,000		2,008
				4,617
North Carolina (1.4%)
Guilford County, Series D, GO, 2.50%, 4/1/04		2,070		2,075
North Dakota (3.3%)
Minot, Certificates of Indebtedness, GO, 1.25%, 6/15/04, Callable 12/15/03 @ 100		5,000		5,004
Ohio (2.4%)
Jefferson Local School District, Madison County, Bond Anticipation Notes, GO, 1.80%, 5/6/04		1,000		1,002
Kent City School District, Bond Anticipation Notes, Library Improvements, GO, 1.72%, 5/27/04		1,000		1,002
Niles, Bond Anticipation Notes, GO, 1.25%, 7/15/04		1,565		1,568
				3,572
Oregon (1.3%)
Oregon State Department Transportation Revenue, Regional Light Rail Extension — Westside, 1.65%, 6/1/04, AMBAC		2,000		2,005

Continued

65

TAX-EXEMPT MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
MUNICIPAL BONDS, continued
South Carolina (2.8%)
Charleston County School District,Tax Anticipation Notes, GO, 1.25%, 4/14/04	$	3,000	$	3,002
Pickens County School District, Series D, 1.25%, 6/1/04, SCSDE		1,240		1,242
				4,244
Wisconsin (0.9%)
Waukesha, Bond Anticipation Notes, 1.38%, 7/15/04		1,325		1,325
TOTAL MUNICIPAL BONDS				32,293
INVESTMENT COMPANIES (5.1%)
AIM Tax-Free Money Market Fund		2,961,495		2,961
Goldman Sachs Tax-Free Money Market Fund		4,713,669		4,714
TOTAL INVESTMENT COMPANIES				7,675
TOTAL INVESTMENTS (Cost $153,313) (a) — 100.9%				153,313
Liabilities in excess of other assets — (0.9%)				(1,363	)
NET ASSETS — 100.0%			$	151,950

(a) Cost and value for federal income tax and financial reporting purposes are the same.

* Variable rate security. Rate presented represents rate in effect at January 31, 2004. Put and demand features exist allowing the fund to require the repurchase of the instrument within variable time periods including daily, weekly, monthly, and semiannually.

AMBAC — Insured by AMBAC Indemnity Corp.

FNMA — Insured by Federal National Mortgage Assoc.

GO — General Obligation

LOC — Line of Credit

MBIA — Insured by Municipal Bond Insurance Assoc.

PCR — Pollution Control Revenue

SCSDE — South Carolina School District Enhancement

SPA — Standby Purchase Agreement

XLCA — Insured by XL Capital Assurance, Inc.

See notes to financial statements.

INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Principal Amount		Value
COMMERCIAL PAPER — DOMESTIC* (45.6%)
Banking (9.9%)
Bank of America Corp., 1.10%, 6/7/04	$	14,500	$	14,444
Citicorp, 1.08%, 2/11/04		12,500		12,496
Wells Fargo & Co., 1.02%, 3/30/04		14,000		13,977
				40,917
Financial Services (19.5%)
AIG Funding, Inc. 1.01%, 4/5/04		13,500		13,476
American Express Credit Corp., 1.01%, 3/15/04		14,000		13,983
General Electric Capital Corp., 1.13%, 6/3/04		14,000		13,946
Goldman Sachs, 1.12%, 4/7/04		12,000		11,976
Merrill Lynch & Co., Inc., 1.00%, 3/1/04		13,500		13,489
Morgan Stanley Group, Inc., 1.08%, 2/9/04		14,000		13,996
				80,866
Materials (3.4%)
E.I. Du Pont De Nemours & Co., 1.00%, 2/20/04		14,000		13,992
Oil & Gas Exploration, Production, & Services (3.1%)
ChevronTexaco Corp., 1.05%, 2/18/04		13,000		12,994
Pharmaceuticals (3.4%)
Pfizer, Inc., 0.99%, 3/3/04		14,000		13,988
Retail (3.1%)
Wal-Mart Stores, Inc., 1.02%, 2/24/04		13,000		12,992
Utilities — Telecommunications (3.3%)
BellSouth Corp., 1.00%, 2/5/04		13,500		13,499
TOTAL COMMERCIAL PAPER — DOMESTIC				189,248
U.S. GOVERNMENT AGENCIES* (18.2%)
Fannie Mae (5.0%)
1.15%, 9/1/04		21,000		20,858
Federal Farm Credit Bank (3.8%)
1.12%, 6/1/04		15,800		15,741
Federal Home Loan Bank (4.3%)
1.12%, 4/28/04		18,000		17,952
Freddie Mac (5.0%)
1.10%, 2/2/04		10,000		10,000
1.22%, 10/7/04		11,000		10,908
				20,908
TOTAL U.S. GOVERNMENT AGENCIES				75,459

Continued

66

INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND

Schedule of Portfolio Investments

January 31, 2004

(unaudited)

(amounts in thousands, except shares)

	Shares or Principal Amount		Value
U.S. TREASURY NOTES (10.5%)
3.38%, 4/30/04	$	14,000	$	14,076
2.88%, 6/30/04		15,000		15,115
1.88%, 9/30/04		14,500		14,565
TOTAL U.S. TREASURY NOTES				43,756
REPURCHASE AGREEMENTS (25.7%)
Goldman Sachs, 1.03%, 2/2/04, dated 1/30/04, with a maturity value of $53,377		53,372		53,372
Prudential, 1.03%, 2/2/04, dated 1/30/04, with a maturity value of $53,377		53,371		53,371
TOTAL REPURCHASE AGREEMENTS				106,743
INVESTMENT COMPANIES (0.0%)
AmSouth Prime Money Market Fund †		21,034		21
AmSouth U.S. Treasury Reserve Money Market Fund †		17,250		17
TOTAL INVESTMENT COMPANIES				38

	Shares or Principal Amount	Value
SHORT-TERM SECURITES HELD AS COLLATERAL FOR SECURITIES LENDING (24.0%)
Pool of Various Securities for AmSouth Mutual Funds — Footnote 3 (Securities Lending)	99,561,364		99,561
TOTAL SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES LENDING			99,561
TOTAL INVESTMENTS (Cost $514,805) (a) — 124.0%			514,805
Liabilities in excess of other assets — (24.0%)			(99,665	)
NET ASSETS — 100.0%		$	415,140

(a) Cost and value for federal income tax and financial reporting purposes are the same.

* Rates disclosed represent yield effective at purchase.

† Represents investment in affiliated security.

See notes to financial statements.

67

AMSOUTH FUNDS

Statements of Assets and Liabilities

(amounts in thousands, except per share amounts)

January 31, 2004

(Unaudited)

	Value Fund			Select Equity Fund			Enhanced Market Fund			Large Cap Fund
Assets:
Investments:
Investments, at cost		$489,900		$	77,753		$	148,892		$	343,404
Net unrealized appreciation/(depreciation)		153,732			11,644			23,740			124,771
Investments, at value		643,632			89,397			172,632			468,175
Foreign currency, at value*		—			—			—			—
Cash		—			—			304	***		—
Interest and dividends receivable		927			42			189			240
Receivable from capital shares issued		8			83			4			63
Receivable from investments sold		—			—			—			—
Receivable from margin variations on futures		—			—			—			—
Receivable from foreign tax withholding reclaims		—			—			—			—
Prepaid expenses and other assets		30			8			11			38
Total Assets		644,597			89,530			173,140			468,516
Liabilities:
Payable for investments purchased		—			579			—			—
Payable for securities loaned		73,349			—			162			55,131
Payable for capital shares redeemed		64			9			13			189
Payable for margin variations on futures		—			—			1			—
Accrued expenses and other payables:
Investment advisory fees		126			19			21			85
Administration fees		16			2			4			9
Shareholder servicing and distribution fees		89			17			27			68
Custodian fees		5			1			1			3
Other		115			8			6			69
Total Liabilities		73,764			635			235			55,554
Net Assets	$	570,833		$	88,895		$	172,905		$	412,962
Composition of Net Assets:
Capital	$	560,000		$	75,500		$	156,509		$	224,216
Accumulated net investment income/(loss)		114			(50	)		43			(186	)
Accumulated net realized gains/(losses) from investments, foreign currency, futures, and option transactions		(143,013	)		1,801			(7,520	)		64,161
Unrealized appreciation/(depreciation) from investments, futures, and translation of assets and liabilities denominated in foreign currencies		153,732			11,644			23,873			124,771
Net Assets	$	570,833		$	88,895		$	172,905		$	412,962
Class A Shares:
Net Assets	$	127,802		$	11,304		$	26,092		$	105,471
Shares Outstanding		8,505			834			2,301			5,710
Net Asset Value and Redemption Price per share	$	15.03		$	13.56		$	11.34		$	18.47
Maximum Sales Load		5.50	%		5.50	%		5.50	%		5.50	%
Maximum Offering Price per share (Net Assets Value/(100% — maximum sales charge))	$	15.90		$	14.35		$	12.00		$	19.54
Class B Shares:
Net Assets	$	31,385		$	10,835		$	11,453		$	26,724
Shares Outstanding		2,128			820			1,030			1,513
Net Asset Value and Offering Price per share**	$	14.75		$	13.22		$	11.12		$	17.66
Class I Shares:
Net Assets	$	411,646		$	66,756		$	135,360		$	280,767
Shares Outstanding		27,445			4,904			11,920			15,135
Net Asset Value, Offering Price, and Redemption Price per share	$	15.00		$	13.61		$	11.36		$	18.55

* Cost of foreign currency for the International Equity Fund is $3,708.

** Redemption price per share varies by length of time shares are held.

*** Deposits for financial futures.

See notes to financial statements.

68

January 31, 2004

(Unaudited)

AMSOUTH FUNDS

Statements of Assets and Liabilities

(amounts in thousands, except per share amounts)

Capital Growth Fund			Mid Cap Fund			Small Cap Fund			International Equity Fund			Balanced Fund			Strategic Portfolios: Aggressive Growth Portfolio			Strategic Portfolios: Growth Portfolio			Strategic Portfolios: Growth & Income Portfolio			Strategic Portfolios: Moderate Growth & Income Portfolio
$	296,239		$	116,163		$	183,434		$	276,279		$	174,806		$	33,671		$	35,386		$	89,605		$	33,789
	42,390			22,516			29,610			89,726			35,894			7,352			4,556			10,467			3,112
	338,629			138,679			213,044			366,005			210,700			41,023			39,942			100,072			36,901
	—			—			—			3,708			—			—			—			—			—
	—			574	***		—			6,673			—			—			—			—			—
	164			72			5			220			1,051			—			—			—			—
	2			33			30			124			53			236			152			111			65
	5,240			—			—			—			—			—			—			—			—
	—			40			—			—			—			—			—			—			—
	—			—			—			98			—			—			—			—			—
	25			25			10			22			17			11			10			3			4
	344,060			139,423			213,089			376,850			211,821			41,270			40,104			100,186			36,970
	2,592			—			519			—			—			—			—			—			—
	52,535			2,432			3,339			12,330			36,313			—			—			—			—
	6			8			3			—			47			—			5			19			22
	—			—			—			—			—			—			—			—			—
	64			23			64			82			38			1			1			3			1
	6			3			4			8			4			1			1			3			1
	36			19			21			33			44			8			11			15			7
	2			1			2			8			1			—			—			1			—
	31			28			25			26			32			7			12			19			4
	55,272			2,514			3,977			12,487			36,479			17			30			60			35
$	288,788		$	136,909		$	209,112		$	364,363		$	175,342		$	41,253		$	40,074		$	100,126		$	36,935
$	366,339		$	126,954		$	239,248		$	309,780		$	143,777		$	43,959		$	40,380		$	101,436		$	36,045
	(422	)		17			(1,143	)		(220	)		(278	)		(4	)		1			47			27
	(119,519	)		(12,675	)		(58,603	)		(34,934	)		(4,051	)		(10,054	)		(4,863	)		(11,824	)		(2,249	)
	42,390			22,613			29,610			89,737			35,894			7,352			4,556			10,467			3,112
$	288,788		$	136,909		$	209,112		$	364,363		$	175,342		$	41,253		$	40,074		$	100,126		$	36,935
$	28,993		$	13,355		$	8,114		$	10,278		$	88,859		$	18,342		$	18,677		$	37,308		$	11,940
	2,949			1,073			975			906			7,166			2,065			2,037			3,849			1,231
$	9.83		$	12.45		$	8.32		$	11.34		$	12.40		$	8.88		$	9.17		$	9.69		$	9.70
	5.50	%		5.50	%		5.50	%		5.50	%		5.50	%		5.50	%		5.50	%		5.50	%		5.50	%
$	10.40		$	13.17		$	8.80		$	12.00		$	13.12		$	9.40		$	9.70		$	10.25		$	10.26
$	9,217		$	7,627		$	2,695		$	1,611		$	24,432		$	6,221		$	10,617		$	7,726		$	5,988
	998			635			339			145			1,977			725			1,167			799			620
$	9.24		$	12.00		$	7.95		$	11.12		$	12.36		$	8.58		$	9.10		$	9.67		$	9.66
$	250,578		$	115,927		$	198,303		$	352,474		$	62,051		$	16,690		$	10,780		$	55,092		$	19,007
	25,479			9,282			23,512			30,961			5,004			1,880			1,171			5,664			1,954
$	9.84		$	12.49		$	8.43		$	11.38		$	12.40		$	8.88		$	9.21		$	9.73		$	9.73

See notes to financial statements.

69

AMSOUTH FUNDS

Statements of Assets and Liabilities

(amounts in thousands, except per share amounts)

January 31, 2004

(Unaudited)

	Government Income Fund			Limited Term Bond Fund			Bond Fund			Municipal Bond Fund
Assets:
Investments:
Investments, at cost		$289,195		$	344,882		$	786,515		$	336,535
Net unrealized appreciation		9,986			5,732			35,067			27,062
Repurchase agreements, at cost		—			—			—			—
Investments, at value		299,181			350,614			821,582			363,597
Cash		—			—			—			—
Interest and dividends receivable		2,289			2,492			9,052			4,669
Receivable from capital shares issued		245			37			—			—
Receivable from investments sold		—			—			—			—
Prepaid expenses and other assets		37			13			33			14
Total Assets		301,752			353,156			830,667			368,280
Liabilities:
Dividends payable		—			—			—			—
Payable for investments purchased		—			—			—			—
Payable for securities loaned		37,674			81,711			182,407			—
Payable for capital shares redeemed		19			25			9			—
Accrued expenses and other payables:
Investment advisory fees		36			37			89			40
Administration fees		5			6			13			8
Shareholder servicing and distribution fees		31			44			68			37
Custodian fees		2			2			6			3
Other		43			35			85			51
Total Liabilities		37,810			81,860			182,677			139
Net Assets	$	263,942		$	271,296		$	647,990		$	368,141
Composition of Net Assets:
Capital	$	253,649		$	268,265		$	611,563		$	340,633
Accumulated net investment income (loss)		(880	)		(1,347	)		(2,514	)		437
Accumulated net realized gains/(losses) from investment transactions		1,187			(1,354	)		3,874			9
Unrealized appreciation from investments		9,986			5,732			35,067			27,062
Net Assets	$	263,942		$	271,296		$	647,990		$	368,141
Class A Shares (a):
Net Assets	$	19,167		$	32,803		$	45,674		$	15,458
Shares Outstanding		1,907			3,085			4,026			1,477
Net Asset Value and Redemption Price per share	$	10.05		$	10.63		$	11.34		$	10.47
Maximum Sales Load		4.00	%		4.00	%		4.00	%		4.00	%
Maximum Offering Price per share (Net Assets Value/(100% — maximum sales charge))	$	10.47		$	11.07		$	11.81		$	10.91
Class B Shares (b):
Net Assets	$	8,572		$	21,882		$	8,530		$	4,258
Shares Outstanding		853			2,060			754			407
Net Asset Value and Offering Price per share**	$	10.05		$	10.62		$	11.31		$	10.45
Class I Shares (c):
Net Assets	$	236,203		$	216,611		$	593,786		$	348,425
Shares Outstanding		23,503			20,361			52,336			33,256
Net Asset Value, Offering Price, and Redemption Price per share	$	10.05		$	10.64		$	11.35		$	10.48

* Redemption price per share varies by length of time shares are held.

(a) Represents Class 2 Shares for the Institutional Prime Obligations Money Market Fund.

(b) Represents Class 3 Shares for the Institutional Prime Obligations Money Market Fund.

(c) Represents Class 1 Shares for the Institutional Prime Obligations Money Market Fund.

See notes to financial statements.

70

January 31, 2004

(Unaudited)

AMSOUTH FUNDS

Statement of Assets and Liabilities

(amounts in thousands, except per share amounts)

Florida Tax-Exempt Fund			Tennessee Tax-Exempt Fund			Prime Money Market Fund			Treasury Reserve Money Market Fund		Tax-Exempt Money Market Fund			Institutional Prime Obligations Money Market Fund
$	59,221		$	43,633		$	635,415		$	159,652	$	153,313		$	408,062
	3,785			2,423			—			—		—			—
	—			—			184,697			111,524		—			106,743
	63,006			46,056			820,112			271,176		153,313			514,805
	—			—			—			—		—			—
	516			642			809			241		248			264
	—			—			—			—		—			—
	—			—			—			—		—			—
	4			9			45			17		8			16
	63,526			46,707			820,966			271,434		153,569			515,085
	—			—			205			47		41			258
	—			—			—			—		1,508			—
	—			—			162,634			58,938		—			99,561
	—			—			—			—		—			—
	7			6			200			62		33			27
	1			1			9			3		4			6
	9			7			114			22		13			64
	1			—			6			2		1			4
	8			18			113			139		19			25
	26			32			163,281			59,213		1,619			99,945
$	63,500		$	46,675		$	657,685		$	212,221	$	151,950		$	415,140
$	59,619		$	44,117		$	657,688		$	212,215	$	152,249		$	415,109
	96			32			—			4		—			31
	—			103			(3	)		2		(299	)		—
	3,785			2,423			—			—		—			—
$	63,500		$	46,675		$	657,685		$	212,221	$	151,950		$	415,140
$	4,184		$	6,634		$	436,266		$	94,668	$	30,563		$	140,059
	384			635			436,304			94,676		30,622			140,051
$	10.89		$	10.47		$	1.00		$	1.00	$	1.00		$	1.00
	4.00	%		4.00	%		—			—		—			—
$	11.34		$	10.91
$	3,769		$	2,989		$	2,928			N/A		N/A		$	83,233
	347			285			2,928			N/A		N/A			83,224
$	10.87		$	10.47		$	1.00			N/A		N/A		$	1.00
$	55,547		$	37,052		$	218,491		$	117,553	$	121,387		$	191,848
	5,096			3,544			218,480			117,561		121,628			191,840
$	10.90		$	10.46		$	1.00		$	1.00	$	1.00		$	1.00

See notes to financial statements.

71

AMSOUTH FUNDS

Statements of Operations

(amounts in thousands)

Six months ended January 31, 2004

(unaudited)

	Value Fund			Select Equity Fund			Enhanced Market Fund			Large Cap Fund
Investment Income:
Dividends	$	5,831		$	656		$	1,273		$	2,677
Dividends from affiliates		87			7			28			43
Interest		—			—			—			—
Securities lending		25			—			1			15
Total Investment Income		5,943			663			1,302			2,735
Expenses:
Investment advisory		2,193			293			336			1,874
Administration		548			73			149			469
Distribution — Class B Shares		112			35			40			95
Shareholder servicing — Class A Shares		147			12			29			120
Shareholder servicing — Class B Shares		38			12			13			31
Shareholder servicing — Class I Shares		300			41			86			260
Accounting		61			9			26			52
Custodian		75			10			21			64
Transfer agent		105			21			30			95
Registration and filing		12			6			7			18
Other		102			11			27			93
Total expenses before fee reductions		3,693			523			764			3,171
Expenses reduced by:
Investment Advisor		(24	)		(2	)		(10	)		(118	)
Administrator		(6	)		(19	)		(39	)		(117	)
Custodian		(31	)		(4	)		(9	)		(26	)
Transfer Agent		—			(10	)		(4	)		—
Distributor		(100	)		(14	)		(29	)		(87	)
Fund Accountant		(41	)		(5	)		(11	)		(35	)
Net Expenses		3,491			469			662			2,788
Net Investment Income (Loss)		2,452			194			640			(53	)
Realized/Unrealized Gains/(Losses) from Investments
Net realized gains/(losses) from investment transactions and futures**		11,806			2,080			205			68,654
Realized gain distributions from underlying funds		—			—			—			—
Change in unrealized appreciation/depreciation from investments, futures, and translation of assets and liabilities denominated in foreign currencies		65,151			8,087			20,935			(12,486	)
Net Realized/Unrealized Losses from Investments		76,957			10,167			21,140			56,168
Change in Net Assets Resulting from Operations	$	79,409		$	10,361		$	21,780		$	56,115

* Dividends for the International Equity Fund are net of foreign withholding taxes of $252.

** Represents realized gains/(losses) from investment transactions with affiliates for the Strategic Portfolios.

See notes to financial statements.

72

Six months ended January 31, 2004

(unaudited)

AMSOUTH FUNDS

Statements of Operations

(amounts in thousands)

Capital Growth Fund			Mid Cap Fund			Small Cap Fund			International Equity Fund			Balanced Fund			Strategic Portfolios: Aggressive Growth Portfolio			Strategic Portfolios: Growth Portfolio			Strategic Portfolios: Growth & Income Portfolio			Strategic Portfolios: Moderate Growth & Income Portfolio
$	1,151		$	792		$	232		$	2,025	*	$	877		$	—		$	—		$	—		$	—
	39			24			32			—			31			142			246			948			406
	6			—			3			1			1,594			—			—			—			—
	16			3			32			70			11			—			—			—			—
	1,212			819			299			2,096			2,513			142			246			948			406
	1,096			690			1,190			1,921			673			34			32			94			34
	274			138			198			307			168			34			32			94			34
	34			27			9			4			83			14			28			22			16
	34			14			9			8			103			18			18			43			5
	11			9			3			2			28			4			9			7			14
	178			90			142			225			48			12			8			41			14
	32			24			23			47			22			4			3			10			4
	38			19			27			44			23			5			4			13			5
	38			30			28			30			50			30			24			34			29
	10			5			8			18			11			11			10			10			13
	56			20			37			54			31			4			5			16			8
	1,801			1,066			1,674			2,660			1,240			170			173			384			176
	(2	)		(276	)		(107	)		(676	)		(13	)		(17	)		(16	)		(47	)		(17	)
	(69	)		(37	)		(52	)		(77	)		(45	)		(17	)		(16	)		(8	)		(17	)
	(16	)		(8	)		(11	)		—			(10	)		(2	)		(2	)		(5	)		(2	)
	—			(5	)		—			—			(2	)		(12	)		(13	)		—			(12	)
	(59	)		(30	)		(47	)		(75	)		(16	)		(13	)		(13	)		(34	)		(12	)
	(21	)		(10	)		(15	)		(23	)		(13	)		(3	)		(2	)		(7	)		(3	)
	1,634			700			1,442			1,809			1,141			106			111			283			113
	(422	)		119			(1,143	)		287			1,372			36			135			665			293
	20,280			17,270			27,301			4,815			298			576			1,034			3,095			613
	—			—			—			—			—			26			44			150			68
	12,256			7,675			1,200			77,182			14,475			3,996			2,408			5,027			1,697
	32,536			24,945			28,501			81,997			14,773			4,598			3,486			8,272			2,378
$	32,114		$	25,064		$	27,358		$	82,284		$	16,145		$	4,634		$	3,621		$	8,937		$	2,671

See notes to financial statements.

73

AMSOUTH FUNDS

Statements of Operations

(amounts in thousands)

Six months ended January 31, 2004

(unaudited)

	Government Income Fund			Limited Term Bond Fund			Bond Fund			Municipal Bond Fund
Investment Income:
Dividends	$	—		$	—		$	—		$	—
Dividends from affiliates		42			15			23			26
Interest		5,946			4,351			15,059			7,836
Securities lending		36			46			93			—
Total Investment Income		6,024			4,412			15,175			7,862
Expenses:
Investment advisory		889			865			2,135			1,219
Administration		273			266			657			375
Distribution — Class B Shares (b)		35			86			35			17
Shareholder servicing — Class A Shares (a)		24			43			59			20
Shareholder servicing — Class B Shares (b)		12			28			11			6
Shareholder servicing — Class I Shares (c)		183			157			450			266
Accounting		40			34			79			50
Custodian		38			37			90			52
Transfer agent		35			29			93			28
Registration and filing		13			5			6			4
Other		53			46			124			71
Total expenses before fee reductions		1,595			1,596			3,739			2,108
Expenses reduced by:
Investment Advisor		(205	)		(217	)		(511	)		(476	)
Administrator		(69	)		(70	)		(169	)		(99	)
Custodian		(15	)		(15	)		(37	)		(21	)
Transfer Agent		—			—			—			—
Distributor		(61	)		(52	)		(150	)		(89	)
Fund Accountant		(21	)		(20	)		(49	)		(28	)
Net Expenses		1,224			1,222			2,823			1,395
Net Investment Income		4,800			3,190			12,352			6,467
Realized/Unrealized Gains/(Losses) from Investments
Net realized gains from investment transactions		1,187			15			3,880			9
Change in unrealized appreciation/depreciation from investments		264			(11	)		3,601			6,344
Net Realized/Unrealized Gains from Investments		1,451			4			7,481			6,353
Change in Net Assets Resulting from Operations	$	6,251		$	3,194		$	19,833		$	12,820

(a) Represents Class 2 Shares for the Institutional Prime Obligations Money Market.

(b) Represents Class 3 Shares for the Institutional Prime Obligations Money Market.

(c) Represents Class 1 Shares for the Institutional Prime Obligations Money Market.

See notes to financial statements.

74

Six months ended January 31, 2004

(unaudited)

AMSOUTH FUNDS

Statements of Operations

(amounts in thousands)

Florida Tax-Exempt Fund			Tennessee Tax-Exempt Fund			Prime Money Market Fund			Treasury Reserve Money Market Fund			Tax-Exempt Money Market Fund			Institutional Prime Obligations Money Market Fund
$	—		$	—		$	—		$	—		$	34		$	—
	7			4			—			—			—			—
	1,258			915			3,734			625			759			2,373
	—			—			53			10			—			33
	1,265			919			3,787			635			793			2,406
	204			161			1,378			252			329			438
	63			49			689			126			165			219
	15			11			12			—			—			188
	6			9			567			74			43			202
	5			4			4			—			—			—
	40			29			174			50			98			—
	10			8			74			14			21			47
	9			7			95			17			23			60
	15			11			92			35			12			35
	1			11			16			14			7			2
	12			15			139			46			32			96
	380			315			3,240			628			730			1,287
	(80	)		(38	)		(172	)		(31	)		(124	)		(285	)
	(33	)		(13	)		(345	)		(63	)		—			—
	(4	)		(3	)		(39	)		(8	)		(9	)		(25	)
	(10	)		(11	)		—			(5	)		—			—
	(13	)		(10	)		(68	)		(28	)		(58	)		—
	(5	)		(4	)		(52	)		(9	)		(12	)		(33	)
	235			236			2,564			484			527			944
	1,030			683			1,223			151			266			1,462
	57			226			—			3			—			—
	1,091			720			—			—			—			—
	1,148			946			—			3			—			—
$	2,178		$	1,629		$	1,223		$	154		$	266		$	1,462

See notes to financial statements.

75

AMSOUTH FUNDS

Statements of Changes in Net Assets

(amounts in thousands)

	Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003
	Value Fund						Select Equity Fund						Enhanced Market Fund
	(Unaudited)						(Unaudited)						(Unaudited)
Net Assets, Beginning of Period	$	532,221		$	530,580		$	59,412		$	17,730		$	129,130		$	32,910
Operations:
Net investment income (loss)		2,452			6,663			194			153			640			605
Net realized gains (losses) from investment transactions and option contracts		11,806			(117,200	)		2,080			825			205			(3,413	)
Change in unrealized appreciation/depreciation from investments		65,151			153,621			8,087			4,147			20,935			15,444
Change in net assets resulting from operations		79,409			43,084			10,361			5,125			21,780			12,636
Dividends to:
Class A Shareholders:
From net investment income		(528)			(1,165	)		(30	)		(24	)		(94	)		(132	)
From net realized gains from investment transactions		—			(3,842	)		(76	)		—			—			—
Class B Shareholders:
From net investment income		(54)			(131	)		(12	)		(9	)		(10	)		(9	)
From net realized gains from investment transactions		—			(507	)		(77	)		—			—			—
Class I Shareholders:
From net investment income		(2,060)			(5,099	)		(202	)		(123	)		(529	)		(428	)
From net realized gains from investment transactions		—			(17,634	)		(459	)		—			—			—
Change in net assets from dividends to shareholders		(2,642	)		(28,378	)		(856	)		(156	)		(633	)		(569	)
Change in net assets from capital share transactions		(38,155	)		(13,065	)		19,978			36,713			22,628			84,153
Change in net assets		38,612			1,641			29,483			41,682			43,775			96,220
Net Assets, End of Period	$	570,833		$	532,221		$	88,895		$	59,412		$	172,905		$	129,130
	International Equity Fund						Balanced Fund						Strategic Portfolios: Aggressive Growth Portfolio
	(Unaudited)						(Unaudited)						(Unaudited)
Net Assets, Beginning of Period	$	260,257		$	189,777		$	161,459		$	154,958		$	27,727		$	21,823
Operations:
Net investment income (loss)		287			3,196			1,372			3,035			36			(6	)
Net realized gains (losses) from investments, futures, and foreign currency transactions*		4,815			3,252			298			(3,406	)		576			(7,110	)
Realized gain distributions from underlying funds		—			—			—			—			26			182
Change in unrealized appreciation/depreciation from investments, futures, and translation of assets and liabilities in foreign currencies		77,182			27,352			14,475			12,184			3,996			9,529
Change in net assets resulting from operations		82,284			33,800			16,145			11,813			4,634			2,595
Dividends to:
Class A Shareholders:
From net investment income		(63	)		(3	)		(776	)		(1,672	)		(18	)		(1	)
From net realized gains from investment transactions		—			—			—			(916	)		—			—
Class B Shareholders:
From net investment income		—			—			(128	)		(287	)		(4	)		—
From net realized gains from investment transactions		—			—			—			(234	)		—			—
Class I Shareholders:
From net investment income		(3,090	)		(425	)		(643	)		(1,566	)		(18	)		(2	)
From net realized gains from investment transactions		—			—			—			(846	)		—			—
Change in net assets from dividends to shareholders		(3,153	)		(428	)		(1,547	)		(5,521	)		(40	)		(3	)
Change in net assets from capital transactions		24,975			36,942			(715	)		209			8,932			3,312
Proceeds from redemption fees collected		—			166			—			—			—			—
Change in net assets		104,106			70,480			13,883			6,501			13,526			5,904
Net Assets, End of Period	$	364,363		$	260,257		$	175,342		$	161,459		$	41,253		$	27,727

* Represents realized gains/(losses) from investment transactions with affiliates for the Strategic Portfolios.

See notes to financial statements.

76

AMSOUTH FUNDS

Statements of Changes in Net Assets

(amounts in thousands)

Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003
Large Cap Fund						Capital Growth Fund						Mid Cap Fund						Small Cap Fund
(Unaudited)						(Unaudited)						(Unaudited)						(Unaudited)
$	506,066		$	473,011		$	257,284		$	267,396		$	133,108		$	45,753		$	182,657		$	146,227
	(53	)		841			(422	)		(892	)		119			142			(1,143	)		(1,694	)
	68,654			(4,493	)		20,280			(31,626	)		17,270			(2,855	)		27,301			(26,523	)
	(12,486	)		51,641			12,256			55,752			7,675			20,382			1,200			34,595
	56,115			47,989			32,114			23,234			25,064			17,669			27,358			6,378
	(15	)		(100	)		—			—			(8	)		(8	)		—			—
	—			(2,938	)		—			—			—			—			—			—
	—			—			—			—			(1	)		—			—			—
	—			(898	)		—			—			—			—			—			—
	(118	)		(832	)		—			(6	)		(93	)		(148	)		—			—
	—			(15,666	)		—			—			—			—			—			—
	(133	)		(20,434	)		—			(6	)		(102	)		(156	)		—			—
	(149,086	)		5,500			(610	)		(33,340	)		(21,161	)		69,842			(903	)		30,052
	(93,104	)		33,055			31,504			(10,112	)		3,801			87,355			26,455			36,430
$	412,962		$	506,066		$	288,788		$	257,284		$	136,909		$	133,108		$	209,112		$	182,657
Strategic Portfolios: Growth Portfolio						Strategic Portfolios: Growth & Income Portfolio						Strategic Portfolios: Moderate Growth & Income Portfolio
(Unaudited)						(Unaudited)						(Unaudited)
$	26,102		$	18,264		$	84,244		$	71,099		$	31,300		$	25,049
	135			182			665			1,173			293			511
	1,034			(3,757	)		3,095			(8,020	)		613			(1,846	)
	44			139			150			476			68			175
	2,408			5,461			5,027			12,754			1,697			3,250
	3,621			2,025			8,937			6,383			2,671			2,090
	(83	)		(68	)		(265	)		(313	)		(108	)		(154	)
	—			—			—			—			—			(29	)
	(21	)		(7	)		(31	)		(18	)		(30	)		(18	)
	—			—			—			—			—			(4	)
	(53	)		(102	)		(441	)		(863	)		(182	)		(339	)
	—			—			—			—			—			(64	)
	(157	)		(177	)		(737	)		(1,194	)		(320	)		(608	)
	10,508			5,990			7,682			7,956			3,284			4,769
	—			—			—			—			—			—
	13,972			7,838			15,882			13,145			5,635			6,251
$	40,074		$	26,102		$	100,126		$	84,244		$	36,935		$	31,300

See notes to financial statements.

77

AMSOUTH FUNDS

Statements of Changes in Net Assets

(amounts in thousands)

	Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003
	Government Income Fund						Limited Term Bond Fund
	(Unaudited)						(Unaudited)
Net Assets, Beginning of Period	$	284,396		$	275,553		$	242,588		$	184,939
Operations:
Net investment income		4,800			11,605			3,190			6,960
Net realized gains from investment transactions		1,187			8,185			15			1,070
Change in unrealized appreciation/depreciation from investments		264			(10,035	)		(11	)		(1,377	)
Change in net assets resulting from operations		6,251			9,755			3,194			6,653
Dividends to:
Class A Shareholders:
From net investment income		(407)			(670	)		(500	)		(1,030	)
From net realized gains from investment transactions		(21)			(150	)		—			—
Class B Shareholders:
From net investment income		(160)			(275	)		(250	)		(512	)
From net realized gains from investment transactions		(11)			(60	)		—			—
Class I Shareholders:
From net investment income		(5,311)			(10,935	)		(3,222	)		(6,543	)
From net realized gains from investment transactions		(281)			(3,633	)		—			—
Change in net assets from dividends to shareholders		(6,191	)		(15,723	)		(3,972	)		(8,085	)
Change in net assets from capital share transactions		(20,514	)		14,811			29,486			59,081
Change in net assets		(20,454	)		8,843			28,708			57,649
Net Assets, End of Period	$	263,942		$	284,396		$	271,296		$	242,588
	Prime Money Market Fund						Treasury Reserve Money Market Fund
	(Unaudited)						(Unaudited)
Net Assets, Beginning of Period	$	664,565		$	1,326,177		$	88,429		$	316,986
Operations:
Net investment income		1,223			6,176			151			1,197
Net realized gains (losses) from investment transactions		—			—			3			—
Change in unrealized appreciation/depreciation from investments		—			—			—			—
Change in net assets resulting from operations		1,223			6,176			154			1,197
Dividends to:
Class A Shareholders (a):
From net investment income		(692	)		(3,110	)		(56	)		(376	)
Class B Shareholders (b):
From net investment income		(3	)		(10	)		—			—
Class I Shareholders (c):
From net investment income		(528	)		(3,056	)		(95	)		(821	)
Change in net assets from dividends to shareholders		(1,223	)		(6,176	)		(151	)		(1,197	)
Change in net assets from capital share transactions		(6,880	)		(661,612	)		123,789			(228,557	)
Change in net assets		(6,880	)		(661,612	)		123,792			(228,557	)
Net Assets, End of Period	$	657,685		$	664,565		$	212,221		$	88,429

(a) Represents Class 2 for Institutional Prime Obligations Money Market Fund.

(b) Represents Class 3 for Institutional Prime Obligations Money Market Fund.

(c) Represents Class 1 for Institutional Prime Obligations Money Market Fund.

See notes to financial statements.

78

AMSOUTH FUNDS

Statements of Changes in Net Assets

(amounts in thousands)

Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003			Six Months Ended January 31, 2004			Year Ended July 31, 2003
Bond Fund						Municipal Bond Fund						Florida Tax-Exempt Fund						Tennessee Tax-Exempt Fund
(Unaudited)						(Unaudited)						(Unaudited)						(Unaudited)
$	660,008		$	634,644		$	371,902		$	386,523		$	61,298		$	61,550		$	51,830		$	54,419
	12,352			27,039			6,467			13,227			1,030			2,171			683			1,554
	3,880			11,539			9			1,238			57			26			226			343
	3,601			(5,808	)		6,344			(2,667	)		1,091			(525	)		720			(499	)
	19,833			32,770			12,820			11,798			2,178			1,672			1,629			1,398
	(968	)		(2,037	)		(298	)		(450	)		(78	)		(213	)		(109	)		(217	)
	(356	)		(588	)		(14	)		(43	)		(5	)		(1	)		(31	)		—
	(155	)		(392	)		(66	)		(112	)		(48	)		(91	)		(33	)		(49	)
	(68	)		(139	)		(4	)		(14	)		(5	)		—			(14	)		—
	(12,810	)		(27,765	)		(6,800	)		(11,952	)		(897	)		(1,866	)		(591	)		(1,258	)
	(4,584	)		(7,893	)		(307	)		(1,118	)		(73	)		(5	)		(179	)		—
	(18,941	)		(38,814	)		(7,489	)		(13,689	)		(1,106	)		(2,176	)		(957	)		(1,524	)
	(12,910	)		31,408			(9,092	)		(12,730	)		1,130			252			(5,827	)		(2,463	)
	(12,018	)		25,364			(3,761	)		(14,621	)		2,202			(252	)		(5,155	)		(2,589	)
$	647,990		$	660,008		$	368,141		$	371,902		$	63,500		$	61,298		$	46,675		$	51,830
Tax-Exempt Money Market Fund						Institutional Prime Obligations Money Market Fund
(Unaudited)						(Unaudited)
$	163,163		$	206,543		$	461,070		$	667,633
	266			1,103			1,462			5,274
	—			—			—			—
	—			—			—			—
	266			1,103			1,462			5,274
	(56	)		(173	)		(481	)		(1,709	)
	—			—			(130	)		(1,003	)
	(210	)		(930	)		(851	)		(2,562	)
	(266	)		(1,103	)		(1,462	)		(5,274	)
	(11,213	)		(43,380	)		(45,930	)		(206,563	)
	(11,213	)		(43,380	)		(45,930	)		(206,563	)
$	151,950		$	163,163		$	415,140		$	461,070

See notes to financial statements.

79

AMSOUTH FUNDS

Notes to Financial Statements

January 31, 2004

(unaudited)

1.    Organization:

AmSouth Funds (the “Trust”) was organized on October 1, 1987, and is registered under the Investment Company Act of 1940, as amended (“the 1940 Act”), as an open-end investment company established as a Massachusetts business trust.

The Trust is authorized to issue an unlimited number of shares without par value. The Trust currently offers shares of the AmSouth Value Fund, the AmSouth Select Equity Fund, the AmSouth Enhanced Market Fund, the AmSouth Large Cap Fund, the AmSouth Capital Growth Fund, the AmSouth Mid Cap Fund, the AmSouth Small Cap Fund, the AmSouth International Equity Fund, the AmSouth Balanced Fund, the AmSouth Strategic Portfolios: Aggressive Growth Portfolio, the AmSouth Strategic Portfolios: Growth Portfolio, the AmSouth Strategic Portfolios: Growth and Income Portfolio, the AmSouth Strategic Portfolios: Moderate Growth and Income Portfolio, the AmSouth Government Income Fund, the AmSouth Limited Term Bond Fund, the AmSouth Bond Fund, the AmSouth Municipal Bond Fund, the AmSouth Florida Tax-Exempt Fund, the AmSouth Tennessee Tax-Exempt Fund, (collectively, “the variable net asset funds”), the AmSouth Prime Money Market Fund, the AmSouth Treasury Reserve Money Market Fund, the AmSouth Tax-Exempt Money Market Fund and the AmSouth Institutional Prime Obligations Money Market Fund (collectively, “the money market funds”) (collectively, “the Funds” and individually “a Fund”).

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts on behalf of the Funds with their vendors and others that provide for general indemnifications. Each Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a Fund. However, based on experience, the Funds expect that risk of loss to be remote.

2.    Reorganization:

At a meeting held on September 23, 2003, the AmSouth Funds Board of Trustees (“Trustees”) approved a Plan of Reorganization and Termination under which the AmSouth U.S. Treasury Money Market Fund (“U.S. Treasury Fund”) would transfer its assets to the AmSouth Treasury Reserve Money Market Fund (“Treasury Reserve Fund”) in exchange for Treasury Reserve Fund’s shares and its assumption of U.S. Treasury Fund’s liabilities. The merger became effective on November 28, 2003. On that date, shareholders of the U.S. Treasury Fund received shares of the Treasury Reserve Fund in exchange for their U.S. Treasury Fund shares and the U.S. Treasury Fund ceased operations.

	Before Reorganization						After Reorganization
	AmSouth U.S. Treasury Money Market Fund			AmSouth Treasury Reserve Money Market Fund			AmSouth Treasury Reserve Money Market Fund
Class A
Shares		52,531,116			43,899,119			96,430,235
Net Assets	$	52,529,478		$	43,893,037		$	96,422,515
Net Asset Value	$	1.00		$	1.00		$	1.00
Class I
Shares		70,965,892			40,327,725			111,293,618
Net Assets	$	70,970,297		$	40,314,573		$	111,284,869
Net Asset Value	$	1.00		$	1.00		$	1.00
Undistributed Realized Capital Loss	$	(5,231.57	)	$	(3,936.39	)	$	(9,167.96	)

The AmSouth Treasury Reserve Money Market Fund retained its investment objective and financial history after the reorganization.

Continued

80

AMSOUTH FUNDS

Notes to Financial Statements

3.    Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.

Securities Valuation:

Investments of the money market funds are valued at amortized cost. Under the amortized cost method, discount or premium is amortized on a constant basis to the maturity of the security.

Bond and other fixed income securities (other than short-term obligations but including listed issues) are valued on the basis of valuations furnished by a pricing service, the use of which has been approved by the Trust’s Board of Trustees. In making such valuations, the pricing service utilizes both dealer-supplied valuations and the use of electronic and matrix techniques which take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics other than market data and without exclusive reliance upon quoted prices or exchanges of over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. All debt portfolio securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value.

The value of each equity security is based either on the last sale price on a national securities exchange, or in the absence of recorded sales, by reference to the latest available bid and asked prices in the principal market in which such securities are normally traded. Securities or other assets for which market quotations are not readily available are valued by or at the direction of the Trust’s Board of Trustees.

Investments in investment companies are valued at their net asset values as reported by such companies.

Investments in restricted securities are valued by the Board of Trustees, or by procedures approved by the Board of Trustees, by considering pertinent factors, including the results of operations and the sales price of recent private placements in its common stock. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term.

Securities Transactions and Related Income:

Changes in holdings of portfolio securities shall be reflected no later than in the calculation on the first business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. Net realized gains or losses from sales of securities are determined on the specific identification cost method. Interest income and expenses are recognized on the accrual basis. Dividends are recorded on the ex-dividend date. Interest income includes premium amortization and discount accretion for both financial reporting and tax purposes.

Financial Futures Contracts:

The Enhanced Market, Select Equity, Large Cap, Capital Growth, Mid Cap, International Equity, Limited Term Bond, Bond, and Tennessee Tax-Exempt Funds may invest in financial futures contracts for the purpose of hedging its existing portfolio securities, or securities that it intends to purchase, against fluctuations in fair value caused by changes in prevailing market interest rates. Upon entering into a financial futures contract, a Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as “variation margin,” are made or received by a Fund each day, depending on the daily fluctuations in the fair value of the underlying security. A Fund recognizes a gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may

Continued

81

AMSOUTH FUNDS

Notes to Financial Statements

3.    Significant Accounting Policies (continued)

not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates, and the underlying hedged assets.

Repurchase Agreements:

The Funds may invest in repurchase agreements with institutions that are deemed by AmSouth Asset Management Inc. (“AAMI”), (the “Advisor”), to be of good standing and creditworthy under guidelines established by the Board of Trustees. Each repurchase agreement is valued at amortized cost. The Fund requires that collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Fund to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited. The Funds, along with other affiliates of the Funds, may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements which are fully collateralized by U.S. Treasury or U.S. government agency obligations, with counterparties approved by the Board of Trustees, consistent with the Fund’s investment policy.

Foreign Currency Translation:

The market value of investment securities, other assets and liabilities of the International Equity Fund denominated in a foreign currency are translated into U.S. dollars at the current exchange rate. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the dates of the transactions.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments.

Reported net realized foreign exchange gains or losses arise from sales and maturities of fund securities, sales of foreign currencies, currency exchange fluctuations between the trade and settlement dates of securities transactions, and the difference between the amounts of assets and liabilities recorded and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities, resulting from changes in currency exchange rates.

Risks Associated with Foreign Securities and Currencies:

Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of domestic issuers. Such risks include future political and economic developments and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments which could adversely affect investments in those countries.

Certain countries may also impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers or industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available to the International Equity Fund or result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.

Forward Currency Contracts:

The International Equity Fund may enter into a forward currency contract (“forward”) which is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of the forward fluctuates with changes in currency exchange rates. The forward is marked-to-market daily and the change in market value is recorded by the Fund as unrealized appreciation or depreciation. When the forward is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a forward or if the value of the currency changes unfavorably.

Continued

82

AMSOUTH FUNDS

Notes to Financial Statements

3.    Significant Accounting Policies (continued)

Forwards may involve market or credit risk in excess of the amounts reflected on the Fund’s statement of assets and liabilities. The gain or loss from the difference between the cost of original contracts and the amount realized upon the closing of such contracts is included in net realized gains/losses from investment and foreign currency transactions. Fluctuations in the value of forwards held are recorded for financial reporting purposes as unrealized gains and losses by the Fund.

Financial Instruments:

The Select Equity, Enhanced Market, Large Cap, Capital Growth, Mid Cap, International Equity, Balanced, and Bond Funds may write call options only on securities that are owned by the Fund (“covered calls”). A written call option gives a specified counter-party the right to require the writer of the option to deliver the agreed upon securities, at the agreed upon price, up until the expiration date specified in the contract. For this right, a premium is paid to the writer of the option. The premium received by the Fund for writing the option is booked as realized gains to the Fund. The risks associated with writing a covered call option are diminished compared to writing an uncovered call. The Fund does not bear the risk of having to purchase the securities in the open market at a price greater than the call price should the call option be exercised. Since the Fund owns the securities on which the call has been written, the Fund bears the risk of not receiving the fair market value of a security if the option is exercised. They would be required to sell the securities at the agreed upon price, which would presumably be lower than the fair market value of the securities if the option is exercised.

Securities Lending:

To generate additional income, the Funds may lend up to 33¹/₃% of their total assets pursuant to agreements requiring that the loan be continuously secured by cash, U.S. government or U.S. government agency securities, shares of an investment trust or mutual fund, or any combination of cash and such securities as collateral equal at all times to at least 100% of the market value plus accrued interest on the securities lent. The Funds continue to earn interest and dividends on securities lent while simultaneously seeking to earn interest on the investment of collateral.

When cash is received as collateral for securities loaned, the Funds may invest such cash in short-term U.S. government securities, repurchase agreements, or other short-term corporate securities. The cash or subsequent short-term investments are recorded as assets of the Funds, offset by a corresponding liability to repay the cash at the termination of the loan. Fixed income securities received as collateral are not recorded as an asset or liability of the Fund because the Fund does not have effective control of such securities.

There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by the Advisor to be of good standing and creditworthy under guidelines established by the Board of Trustees and when, in the judgment of the Advisor, the consideration which can be earned currently from such securities loans justifies the attendant risks. Loans are subject to termination by the Funds or the borrower at any time, and are, therefore, not considered to be illiquid investments. The Bank of New York serves as the Securities Lending Agent. For providing this service, the Securities Lending Agent retains 25% of the Securities Lending income. The fee is shown as net of the Securities lending income on The Statement of Operations.

	Fees Paid to Securities Lending Agent		Market Value of Collateral		Market Value of Loaned Securities
Value Fund	$	8	$	73,349	$	71,226
Enhanced Market Fund		—		162		159
Large Cap Equity		4		55,131		53,401
Capital Growth		6		52,535		51,028
Mid Cap Equity		1		2,432		2,371
Small Cap Fund		7		3,339		3,305
International Equity Fund		16		12,330		11,775
Balanced Fund		4		36,313		35,527
Government Income Fund		12		37,674		36,918
Limited Term Bond Fund		19		81,711		80,065
Bond Fund		31		182,407		179,007
Prime Money Market Fund		18		162,634		160,670
Treasury Reserve Money Market Fund		4		58,938		58,618
Institutional Prime Obligations Money Market Fund		11		99,561		98,490

Continued

83

AMSOUTH FUNDS

Notes to Financial Statements

3.    Significant Accounting Policies (continued)

Dividends to Shareholders:

Dividends from net investment income are declared daily and paid monthly for the money market funds. Dividends from net investment income are declared and paid monthly for the variable net asset value funds, except for the International Equity Fund, which dividends are declared and paid annually. Distributable net realized gains, if any, are declared and distributed at least annually.

The amounts of dividends from net investment income and of distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. To the extent they exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code (“the Code”), and to make distributions of net investment income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes.

Other:

Expenses that are directly related to one of the Funds are charged directly to that Fund. Other operating expenses for the Trust are prorated to all the Funds on the basis of relative net assets. Fees paid under a Fund’s shareholder servicing or distribution plans are borne by the specific class of shares to which they apply.

Redemption Fee:

Equity Funds, Hybrid Funds and Bond Funds Only

If you sell your Shares or exchange them for shares of another Fund within 30 days of the date of purchase, you will be charged a 2.00% fee on the current net asset value of the Shares sold or exchanged. The fee is paid to the Fund to offset the costs associated with short-term trading, such as portfolio transaction and administrative costs.

The Fund uses a “first-in, first-out” method to determine how long you have held your shares. This means that if you purchased shares on different days, the shares purchased first will be considered redeemed first for purposes of determining whether the redemption fee will be charged.

The fee will be charged on all covered redemptions and exchanges, including those made through retirement plan and brokerage accounts (except where it is not practical for the plan administrator or brokerage firm to implement the fee). We will not impose the redemption fee on a redemption or exchange of shares purchased upon the reinvestment of dividend and capital gain distributions.

The Fund reserves the right to waive, modify the terms of, or terminate the redemption fee at any time in its discretion.

Continued

84

AMSOUTH FUNDS

Notes to Financial Statements

4.    Purchases and Sales of Securities:

Purchases and sales of securities (excluding short-term securities) for the six months ended January 31, 2004 were as follows (amounts in thousands):

	Purchases		Sales
Value Fund	$	86,118	$	123,820
Select Equity Fund		31,923		13,321
Enhanced Market Fund		42,697		16,732
Large Cap Equity		24,183		177,515
Capital Growth		154,706		161,445
Mid Cap Equity		55,796		84,825
Small Cap Fund		175,447		175,958
International Equity Fund		30,668		12,495
Balanced Fund		19,607		13,200
Aggressive Growth Portfolio		14,677		6,026
Growth Portfolio		19,979		37,731
Growth and Income Portfolio		35,620		27,930
Moderate Growth and Income Portfolio		9,931		6,692
Government Income Fund		67,430		63,756
Limited Term Bond Fund		32,783		12,867
Bond Fund		104,475		126,510
Municipal Bond Fund		1,298		398
Florida Tax-Exempt Fund		2,366		4,434
Tennessee Tax-Exempt Fund		—		3,680

5.    Affiliated Party Transactions:

AAMI serves as investment advisor for the Trust. Under the terms of the investment advisory agreement, AAMI, a separate, wholly-owned subsidiary of AmSouth Bank (“AmSouth”), is entitled to receive fees based on a percentage of the average daily net assets of each of the Funds as follows:

	Annual Fee as a Percentage of Average Daily Net Assets
Value Fund	0.80	%
Select Equity Fund	0.80	%
Enhanced Market Fund	0.45	%
Large Cap	0.80	%
Capital Growth	0.80	%
Mid Cap Equity	1.00	%
Small Cap Fund	1.20	%
International Equity Fund	1.25	%
Balanced Fund	0.80	%
Aggressive Growth Portfolio	0.20	%
Growth Portfolio	0.20	%
Growth and Income Portfolio	0.20	%
Moderate Growth and Income Portfolio	0.20	%
Government Income Fund	0.65	%
Limited Term Bond Fund	0.65	%
Bond Fund	0.65	%
Municipal Bond Fund	0.65	%
Florida Tax-Exempt Fund	0.65	%
Tennessee Tax-Exempt Fund	0.65	%
Prime Money Market Fund	0.40	%
Treasury Reserve Money Market Fund	0.40	%
Tax-Exempt Money Market Fund	0.40	%
Institutional Prime Obligations Money Market Fund	0.20	%

Continued

85

AMSOUTH FUNDS

Notes to Financial Statements

5.    Affiliated Party Transactions (continued)

AmSouth serves as Custodian for the Trust on behalf of each Fund except the International Equity Fund. Pursuant to the Custodian Agreement with the Trust, AmSouth receives compensation from each Fund for such services in an amount equal to an asset-based fee plus fixed fees charged for certain portfolio transactions and out-of-pocket expenses. The Bank of New York serves as custodian for the International Equity Fund.

BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services (“BISYS”), an Ohio Limited Partnership, BISYS Fund Services Ohio, Inc. (“BISYS Ohio”), and BISYS Fund Services, Inc. (“BISYS Inc.”) are subsidiaries of the BISYS Group, Inc.

ASO Services Company (“ASO”), a wholly owned subsidiary of the BISYS Group, Inc., serves the Funds as Administrator (“Administrator”). Under the terms of the administration agreement, the Administrator receives a fee computed based on an annual percentage of 0.20% of the average daily net assets of each of the Funds except the Institutional Prime Obligations Money Market Fund, which is 0.10%. AmSouth and BISYS Ohio, with whom certain officers and trustees of the Trust are affiliated, serve as the Funds’ sub-administrators. Such officers and trustees are paid no fees directly by the Funds for serving as officers and trustees of the Trust. Pursuant to its current agreement with the Administrator, AmSouth has assumed certain Administration duties, for which AmSouth receives a fee, paid by the Administrator, based on a percentage of each Fund’s daily average net assets. ASO also serves the Funds as Fund Accountant for whom ASO receives a fee based on a percentage of each Fund’s average daily net assets.

Pursuant to its agreement with the Administrator, BISYS Ohio, as sub-administrator, is entitled to compensation as mutually agreed upon from time to time by it and the Administrator. BISYS serves as the Funds’ distributor and is entitled to receive commissions on sales of shares of the variable net asset value funds. For the six months ended January 31, 2004, BISYS received $1,667,963 from commissions earned on sales of shares of the Funds’ variable net asset value funds. BISYS reallowed $7,319 to affiliated broker dealers of the Fund’s shares. BISYS receives no fees from the Funds for providing distribution services to the Funds.

BISYS Ohio, serves the Funds as Transfer Agent. Under the terms of the Transfer Agent Agreement, BISYS Ohio, receives a fee based on a percentage of each Fund’s average daily net assets, plus out of pocket charges.

Class A Shares and Class I Shares of the Trust are subject to a Shareholder Servicing Plan (the “Servicing Plan”) permitting payment of compensation to financial institutions that agree to provide certain administrative support services for their customers or account holders. Each Fund has entered into a specific arrangement with BISYS for the provision of such services and reimburses BISYS for its cost of providing these services, subject to a maximum rate of 0.25% of the Class A Shares and 0.15% of the Class I Shares of the average daily net assets of each of the Funds.

Class B Shares, Class 2 Shares and Class 3 Shares of the Trust are subject to a Distribution and Shareholder Servicing Plan (the “Distribution Plan”) permitting payment of compensation to a participating organization as payment for its services or expenses in connection with distribution assistance of the Funds’ Class B Shares, Class 2 Shares and Class 3 Shares to the participating organizations customers. Each Fund has entered into a specific arrangement with BISYS for the provision of such services and pays BISYS for its cost of providing such services, subject to a maximum rate of 1.00% of the average daily net assets of the Class B Shares of each of the Funds, which includes a Shareholder Servicing Fee of 0.25% of the average daily net assets of the Class B Shares of each Fund. Class 2 Shares and Class 3 Shares are subject to a maximum rate of 0.25% and 0.50% of daily average net assets, respectively, for such services.

During the period there were no commissions paid to affiliated brokers for security transactions.

AAMI, AmSouth, ASO, BISYS, and BISYS Ohio have voluntarily agreed to waive a portion of their fees. These expense waivers are voluntary and may be discontinued at any time.

The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices. BISYS receives fees from the Trust for acting as Administrator and BISYS Fund Services, Inc. receives fees from the Trust for acting as Transfer Agent for and for providing fund accounting services to the Trust.

Continued

86

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Notes to Financial Statements

5.    Affiliated Party Transactions (continued)

The Independent Trustees are compensated directly from the Trust for a quarterly meeting fee of $3,500.00 and a quarterly retainer fee of $3,750.00. The Advisory Trustees are also compensated from the Trust for a quarterly meeting fee of $3,500.00 and a quarterly retainer fee of $2,500.00. The Independent Trustees and the Advisory Trustees both receive compensation for special meetings of $1,000.00.

6.    Concentration of Credit Risk

The Municipal Bond Fund invests a large portion of its assets in tax-exempt debt obligations issued by the State of Alabama, its municipalities, counties, and other taxing districts. The issuers’ abilities to meet their obligations may be affected by Alabama’s economic, regional, and political developments.

The Florida Tax-Exempt Fund invests substantially all of its assets in a non-diversified portfolio of tax-exempt debt obligations primarily consisting of securities issued by the State of Florida, its municipalities, counties and other taxing districts. The issuers’ abilities to meet their obligations may be affected by Florida’s economic, regional, and political developments.

The Tennessee Tax-Exempt Fund invests substantially all of its assets in a non-diversified portfolio of tax-exempt debt obligations primarily consisting of securities issued by the State of Tennessee, its municipalities, counties and other taxing districts. The issuers’ abilities to meet their obligations may be affected by Tennessee’s economic, regional, and political developments.

7.    Capital Share Transactions:

The Trust has issued three classes of Fund shares: Class A Shares, Class I Shares, and Class B Shares in the Prime Money Market Fund and the variable net asset funds. The Trust has issued three classes of fund shares in the Institutional Prime Obligations Money Market Fund: Class 1 Shares, Class 2 Shares and Class 3 Shares. The Trust has issued two classes of Fund shares: Class A Shares and Class I Shares in the other money market funds. Each class of shares in a Fund has identical rights and privileges except with respect to fees paid under shareholder servicing or distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares.

Continued

87

AMSOUTH FUNDS

Notes to Financial Statements

7.    Capital Share Transactions (continued)

Transactions in capital shares for the Funds were as follows (amounts in thousands):

	CAPITAL TRANSACTIONS (amounts in thousands):
	Class A Shares:								Class B Shares:							Class I Shares:							Total net increase (decrease) from capital transactions
	Proceeds from shares issued			Dividends reinvested	Cost of shares redeemed		Total Class A Shares		Proceeds from shares issued		Dividends reinvested	Cost of shares redeemed		Total Class B Shares		Proceeds from shares issued		Dividends reinvested	Cost of shares redeemed		Total Class I Shares
Value Fund
Six Months Ended January 31, 2004#	$	9,136		492	(11,149	)	(1,521	)	694		48	(2,338	)	(1,596	)	23,597		606	(59,241	)	(35,038	)	$	(38,155	)
Year Ended July 31, 2003	$	39,558	(a)	4,804	(33,262	)	11,100		19,110	(b)	595	(6,057	)	13,648		123,675	(c)	10,502	(171,990	)	(37,813	)	$	(13,065	)
Select Equity Fund
Six Months Ended January 31, 2004#	$	3,519		95	(557	)	3,057		2,451		78	(638	)	1,891		26,374		334	(11,678	)	15,030		$	19,978
Year Ended July 31, 2003	$	3,518		22	(1,523	)	2,017		3,648		8	(1,194	)	2,462		37,387		59	(5,212	)	32,234		$	36,713
Enhanced Market Fund
Six Months Ended January 31, 2004#	$	3,981		88	(2,722	)	1,347		1,251		10	(847	)	414		35,406		177	(14,716	)	20,867		$	22,628
Year Ended July 31, 2003	$	6,711		123	(4,476	)	2,358		2,347		8	(2,044	)	311		98,456		135	(17,107	)	81,484		$	84,153
Large Cap Fund
Six Months Ended January 31, 2004#	$	15,598		14	(10,960	)	4,652		2,330		—	(1,927	)	403		28,090		65	(182,296	)	(154,141	)	$	(149,086	)
Year Ended July 31, 2003	$	44,810		2,565	(21,821	)	25,554		4,266		819	(4,573	)	512		65,963		11,719	(98,249	)	(20,567	)	$	(5,499	)
Capital Growth Fund
Six Months Ended January 31, 2004#	$	5,225		—	(3,295	)	1,930		652		—	(1,025	)	(373	)	40,105		—	(42,272	)	(2,167	)	$	(610	)
Year Ended July 31, 2003	$	11,310		—	(5,662	)	5,648		962		—	(1,806	)	(844	)	54,309		1	(92,454	)	(38,144	)	$	(33,340	)
Mid Cap Fund
Six Months Ended January 31, 2004#	$	3,901		8	(1,598	)	2,311		429		1	(565	)	(135	)	42,016		34	(65,387	)	(23,337	)	$	(21,161	)
Year Ended July 31, 2003	$	4,350		7	(4,347	)	10		501		—	(1,607	)	(1,106	)	81,930		102	(11,094	)	70,938		$	69,842
Small Cap Fund
Six Months Ended January 31, 2004#	$	2,349		—	(1,109	)	1,240		585		—	(186	)	399		26,667		—	(29,209	)	(2,542	)	$	(903	)
Year Ended July 31, 2003	$	12,165		—	(11,416	)	749		334		—	(354	)	(20	)	83,733		—	(54,410	)	29,323		$	30,052
International Equity Fund
Six Months Ended January 31, 2004#	$	9,225		60	(5,380	)	3,905		570		—	(82	)	488		39,932		1,367	(20,717	)	20,582		$	24,975
Year Ended July 31, 2003	$	76,156		2	(76,657	)	(499	)	1,247		—	(1,000	)	247		211,555		196	(174,391	)	37,360		$	37,108
Balanced Fund
Six Months Ended January 31, 2004#	$	11,257		745	(8,985	)	3,017		3,960		116	(1,598	)	2,478		5,400		580	(12,190	)	(6,210	)	$	(715	)
Year Ended July 31, 2003	$	17,167		2,508	(13,840	)	5,835		5,980		482	(4,005	)	2,457		7,572		2,204	(17,859	)	(8,083	)	$	209
Aggressive Growth Portfolio
Six Months Ended January 31, 2004#	$	5,992		18	(964	)	5,046		3,882		4	(168	)	3,718		2,029		17	(1,878	)	168		$	8,932
Year Ended July 31, 2003	$	5,884		1	(3,329	)	2,556		1,299		—	(182	)	1,117		3,307		2	(3,670	)	(361	)	$	3,312
Growth Portfolio
Six Months Ended January 31, 2004#	$	9,449		82	(3,404	)	6,127		5,709		21	(392	)	5,338		3,408		53	(4,418	)	(957	)	$	10,508
Year Ended July 31, 2003	$	7,283		67	(1,619	)	5,731		2,822		7	(493	)	2,336		2,438		100	(4,615	)	(2,077	)	$	5,990
Growth & Income Portfolio
Six Months Ended January 31, 2004#	$	13,578		264	(8,227	)	5,615		3,614		29	(260	)	3,383		3,891		430	(5,637	)	(1,316	)	$	7,682
Year Ended July 31, 2003	$	16,228		311	(3,905	)	12,634		2,492		18	(455	)	2,055		9,776		844	(17,353	)	(6,733	)	$	7,956
Moderate Growth & Income Portfolio
Six Months Ended January 31, 2004#	$	3,514		103	(3,464	)	153		3,400		29	(537	)	2,892		1,781		182	(1,724	)	239		$	3,284
Year Ended July 31, 2003	$	5,828		180	(1,760	)	4,248		1,922		22	(217	)	1,727		3,448		402	(5,056	)	(1,206	)	$	4,769

# Unaudited.

(a) Proceeds from Shares Issued include $18,206 issued in connection with the AmSouth Equity Income Fund Merger.

(b) Proceeds from Shares Issued include $17,577 issued in connection with the AmSouth Equity Income Fund Merger.

(c) Proceeds from Shares Issued include $28,903 issued in connection with the AmSouth Equity Income Fund Merger.

Continued

88

AMSOUTH FUNDS

Notes to Financial Statements

7.    Capital Share Transactions (continued)

	SHARE TRANSACTIONS (amounts in thousands):
	Class A Shares:							Class B Shares:							Class I Shares:							Total net increase (decrease) from share transactions
	Issued		Reinvested	Redeemed		Total Class A Shares		Issued		Reinvested	Redeemed		Total Class B Shares		Issued		Reinvested	Redeemed		Total Class I Shares
Value Fund
Six Months Ended January 31, 2004#	656	(a)	36	(814	)	(122	)	53	(b)	4	(172	)	(115	)	1,720	(c)	44	(4,287	)	(2,523	)	(2,760	)
Year Ended July 31, 2003	3,327	(a)	407	(2,737	)	997		1,665	(b)	51	(518	)	1,198		10,567	(c)	892	(14,458	)	(2,999	)	(804	)
Select Equity Fund
Six Months Ended January 31, 2004#	278		7	(43	)	242		196		6	(50	)	152		2,048		25	(910	)	1,163		1,557
Year Ended July 31, 2003	321		2	(142	)	181		335		1	(114	)	222		3,447		5	(475	)	2,977		3,380
Enhanced Market Fund
Six Months Ended January 31, 2004#	380		8	(259	)	129		122		1	(81	)	42		3,399		17	(1,432	)	1,984		2,155
Year Ended July 31, 2003	748		14	(498	)	264		261		1	(235	)	27		11,073		15	(1,893	)	9,195		9,486
Large Cap Fund
Six Months Ended January 31, 2004#	897		1	(633	)	265		140		—	(115	)	25		1,609		4	(10,485	)	(8,872	)	(8,582	)
Year Ended July 31, 2003	3,012		174	(1,451	)	1,735		294		58	(319	)	33		4,431		791	(6,640	)	(1,418	)	350
Capital Growth Fund
Six Months Ended January 31, 2004#	570		—	(355	)	215		74		—	(115	)	(41	)	4,317		—	(4,549	)	(232	)	(58	)
Year Ended July 31, 2003	1,379		—	(713	)	666		124		—	(242	)	(118	)	6,892		—	(11,671	)	(4,779	)	(4,231	)
Mid Cap Fund
Six Months Ended January 31, 2004#	340		1	(140	)	201		38		—	(51	)	(13	)	3,663		3	(5,638	)	(1,971	)	(1,783	)
Year Ended July 31, 2003	478		1	(484	)	(5	)	56		—	(182	)	(126	)	9,201		11	(1,198	)	8,014		7,883
Small Cap Fund
Six Months Ended January 31, 2004#	295		—	(141	)	154		77		—	(25	)	52		3,289		—	(3,676	)	(387	)	(181	)
Year Ended July 31, 2003	1,914		—	(1,810	)	104		53		—	(58	)	(5	)	12,769		—	(8,161	)	4,608		4,707
International Equity Fund
Six Months Ended January 31, 2004#	936		6	(578	)	364		59		—	(9	)	50		3,756		127	(2,109	)	1,774		(2,188	)
Year Ended July 31, 2003	10,512		—	(10,473	)	39		163		—	(130	)	33		29,150		27	(23,678	)	5,499		5,571
Balanced Fund
Six Months Ended January 31, 2004#	956		63	(770	)	249		338		10	(135	)	213		456		49	(1,019	)	(514	)	(52	)
Year Ended July 31, 2003	1,565		231	(1,274	)	522		549		45	(371	)	223		687		203	(1,663	)	(773	)	(28	)
Aggressive Growth Portfolio
Six Months Ended January 31, 2004#	717		2	(116	)	603		476		—	(20	)	456		244		2	(230	)	16		1,075
Year Ended July 31, 2003	861		—	(474	)	387		185		—	(27	)	158		472		—	(529	)	(57	)	488
Growth Portfolio
Six Months Ended January 31, 2004#	1,093		9	(402	)	700		690		2	(45	)	617		387		6	(512	)	(119	)	1,198
Year Ended July 31, 2003	957		9	(215	)	751		366		1	(67	)	300		316		13	(603	)	(274	)	777
Growth & Income Portfolio
Six Months Ended January 31, 2004#	1,464		28	(881	)	611		391		3	(28	)	366		426		46	(605	)	(133	)	844
Year Ended July 31, 2003	1,954		37	(471	)	1,520		293		2	(55	)	240		1,173		100	(2,076	)	(803	)	957
Moderate Growth & Income Portfolio
Six Months Ended January 31, 2004#	378		11	(373	)	16		362		3	(57	)	308		187		19	(182	)	24		348
Year Ended July 31, 2003	670		21	(203	)	488		222		3	(26	)	199		397		46	(586	)	(143	)	544

# Unaudited.

(a) Shares Issued include 1,563 issued in connection with the AmSouth Equity Income Fund Merger.

(b) Shares Issued include 1,534 issued in connection with the AmSouth Equity Income Fund Merger.

(c) Shares Issued include 2,487 issued in connection with the AmSouth Equity Income Fund Merger.

Continued

89

AMSOUTH FUNDS

Notes to Financial Statements

7.    Capital Share Transactions (continued)

	CAPITAL TRANSACTIONS (amounts in thousands):
	Class A Shares:								Class B Shares:							Class I Shares:							Total net increase (decrease) from capital transactions
	Proceeds from shares issued			Dividends reinvested	Cost of shares redeemed		Total Class A Shares		Proceeds from shares issued		Dividends reinvested	Cost of shares redeemed		Total Class B Shares		Proceeds from shares issued		Dividends reinvested	Cost of shares redeemed		Total Class I Shares
Government Income Fund
Six Months Ended January 31, 2004#	$	4,394		387	(6,343	)	(1,562	)	355		134	(2,148	)	(1,659	)	23,519		2,676	(43,488	)	(17,293	)	$	(20,514	)
Year Ended July 31, 2003	$	32,625	(a)	672	(20,921	)	12,376		8,586	(b)	244	(1,915	)	6,915		117,972	(c)	7,062	(129,514	)	(4,480	)	$	14,811
Limited Term Bond Fund
Six Months Ended January 31, 2004#	$	5,739		396	(11,470	)	(5,335	)	1,967		182	(3,399	)	(1,250	)	87,676		949	(52,554	)	36,071		$	29,486
Year Ended July 31, 2003	$	50,401		907	(35,598	)	15,710		15,766		387	(3,084	)	13,069		103,771		1,776	(75,245	)	30,302		$	59,081
Bond Fund
Six Months Ended January 31, 2004#	$	10,803		1,146	(16,937	)	(4,988	)	380		174	(2,205	)	(1,651	)	62,185		5,740	(74,196	)	(6,271	)	$	(12,910	)
Year Ended July 31, 2003	$	41,640		2,337	(28,589	)	15,388		3,069		395	(2,994	)	470		172,275		11,759	(168,484	)	15,550		$	31,408
Municipal Bond Fund
Six Months Ended January 31, 2004#	$	1,275		216	(2,642	)	(1,151	)	189		36	(528	)	(303	)	19,310		415	(27,363	)	(7,638	)	$	(9,092	)
Year Ended July 31, 2003	$	8,976		361	(4,348	)	4,989		1,416		57	(794	)	679		50,653		726	(69,776	)	(18,397	)	$	(12,730	)
Florida Tax-Exempt Fund
Six Months Ended January 31, 2004#	$	276		43	(3,206	)	(2,887	)	446		33	(585	)	(106	)	7,219		14	(3,110	)	4,123		$	1,130
Year Ended July 31, 2003	$	4,496		145	(1,595	)	3,046		2,049		59	(899	)	1,209		5,932		14	(9,949	)	(4,003	)	$	252
Tennessee Tax-Exempt Fund
Six Months Ended January 31, 2004#	$	73		59	(2,932	)	(2,800	)	173		32	(192	)	13		2,439		141	(5,620	)	(3,040	)	$	(5,827	)
Year Ended July 31, 2003	$	11,462	(d)	47	(5,575	)	5,934		1,613	(e)	34	(533	)	1,114		6,990		4	(16,505	)	(9,511	)	$	(2,463	)

# Unaudited.

(a) Proceeds from Shares Issued include $6,985 issued in connection with the AmSouth Limited Term U.S. Government Fund Merger.

(b) Proceeds from Shares Issued include $5,656 issued in connection with the AmSouth Limited Term U.S. Government Fund Merger.

(c) Proceeds from Shares Issued include $32,828 issued in connection with the AmSouth Limited Term U.S. Government Fund Merger.

(d) Proceeds from Shares Issued include $8,770 issued in connection with the AmSouth Limited Term Tennessee Tax-Exempt Fund Merger.

(e) Proceeds from Shares Issued include $1,001 issued in connection with the AmSouth Limited Term Tennessee Tax-Exempt Fund Merger.

Continued

90

AMSOUTH FUNDS

Notes to Financial Statements

7.    Capital Share Transactions (continued)

	SHARE TRANSACTIONS (amounts in thousands):
	Class A Shares:*							Class B Shares:**							Class I Shares:***							Total net increase (decrease) from share transactions
	Issued		Reinvested	Redeemed		Total Class A Shares		Issued		Reinvested	Redeemed		Total Class B Shares		Issued		Reinvested	Redeemed		Total Class I Shares
Government Income Fund
Six Months Ended January 31, 2004#	437		38	(631	)	(156	)	35		13	(213	)	(165	)	2,328		266	(4,313	)	(1,719	)	(2,040	)
Year Ended July 31, 2003	3,175	(a)	65	(2,035	)	1,205		836	(b)	24	(187	)	673		11,455	(c)	687	(12,569	)	(427	)	1,451
Limited Term Bond Fund
Six Months Ended January 31, 2004#	538		37	(1,076	)	(501	)	183		17	(319	)	(119	)	8,205		89	(4,928	)	3,366		2,746
Year Ended July 31, 2003	4,681		85	(3,313	)	1,453		1,465		36	(286	)	1,215		9,638		165	(6,990	)	2,813		5,481
Bond Fund
Six Months Ended January 31, 2004#	949		101	(1,488	)	(438	)	34		15	(195	)	(146	)	5,458		507	(6,501	)	(536	)	(1,120	)
Year Ended July 31, 2003	3,585		203	(2,462	)	1,326		265		34	(258	)	41		14,844		1,021	(14,518	)	1,347		2,714
Municipal Bond Fund
Six Months Ended January 31, 2004#	123		21	(254	)	(110	)	18		3	(50	)	(29	)	1,843		40	(2,612	)	(729	)	(868	)
Year Ended July 31, 2003	854		34	(414	)	474		136		5	(76	)	65		4,808		69	(6,633	)	(1,756	)	(1,217	)
Florida Tax-Exempt Fund
Six Months Ended January 31, 2004#	26		4	(296	)	(266	)	42		3	(54	)	(9	)	662		1	(285	)	378		103
Year Ended July 31, 2003	412		13	(146	)	279		187		5	(82	)	110		544		1	(912	)	(367	)	22
Tennessee Tax-Exempt Fund
Six Months Ended January 31, 2004#	7		6	(281	)	(268	)	16		3	(18	)	1		234		14	(538	)	(290	)	(557	)
Year Ended July 31, 2003	1,099	(d)	4	(531	)	572		154	(e)	3	(50	)	107		664		—	(1,574	)	(910	)	(231	)
Prime Money Market Fund†
Six Months Ended January 31, 2004#	262,680		674	(266,149	)	(2,795	)	774		2	(1,415	)	(639	)	677,569		127	(681,142	)	(3,446	)	(6,880	)
Year Ended July 31, 2003	425,086		3,333	(541,125	)	(112,706	)	2,741		10	(3,075	)	(324	)	1,595,328		616	(2,144,526	)	(548,582	)	(661,612	)
Treasury Reserve Money Market Fund†
Six Months Ended January 31, 2004#	125,577	(f)	11	(77,673	)	47,915		—		—	—		—		167,442	(g)	23	(91,594	)	75,871		123,786
Year Ended July 31, 2003	167,611		33	(219,473	)	(51,829	)	—		—	—		—		330,764		97	(507,589	)	(176,728	)	(228,557	)
Tax-Exempt Money Market Fund†
Six Months Ended January 31, 2004#	34,670		51	(37,907	)	(3,186	)	—		—	—		—		89,986		12	(98,025	)	(8,027	)	(11,213	)
Year Ended July 31, 2003	67,924		181	(65,765	)	2,340		—		—	—		—		250,044		39	(295,803	)	(45,720	)	(43,380	)
Institutional Prime Obligations Money Market Fund†
Six Months Ended January 31, 2004#	592,590		—	(645,999	)	(53,409	)	255,000		—	(263,591	)	(8,591	)	332,219		129	(316,278	)	16,070		(45,930	)
Year Ended July 31, 2003	1,137,073		1	(1,151,117	)	(14,043	)	443,865		—	(562,072	)	(118,207	)	815,952		386	(890,651	)	(74,313	)	(206,563	)

# Unaudited.

† Capital Transactions are done at par value of $1.00 per share.

* Represents Class 2 Shares for Institutional Prime Obligations Money Market Fund.

** Represents Class 3 Shares for Institutional Prime Obligations Money Market Fund.

*** Represents Class 1 Shares for Institutional Prime Obligations Money Market Fund.

(a) Shares Issued include 681 issued in connection with the AmSouth Limited Term U.S. Government Fund Merger.

(b) Shares Issued include 552 issued in connection with the AmSouth Limited Term U.S. Government Fund Merger.

(c) Shares Issued include 3,202 issued in connection with the AmSouth Limited Term U.S. Government Fund Merger.

(d) Shares Issued include 842 issued in connection with the AmSouth Limited Term Tennessee Tax-Exempt Fund Merger.

(e) Shares Issued include 96 issued in connection with the AmSouth Limited Term Tennessee Tax-Exempt Fund Merger.

(f) Shares Issued include 52,531 issued in connection with the AmSouth U.S. Treasury Money Market Fund Merger.

(g) Shares Issued include 70,966 issued in connection with the AmSouth U.S. Treasury Money Market Fund Merger.

Continued

91

AMSOUTH FUNDS

Financial Highlights

A SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments and Futures		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Sales Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
VALUE FUND
Six Months Ended January 31, 2004#	$	13.06	0.05		1.98		2.03		(0.06	)	—		(0.06	)	—	$	15.03	15.61	%^	0.82	%^^	1.34	%^^	1.38	%^^	16	%	$	127,802
Year Ended July 31, 2003	$	12.76	0.14		0.81		0.95		(0.13	)	(0.52	)	(0.65	)	—	$	13.06	8.02	%	1.17	%	1.36	%	1.39	%	117	%	$	112,701
Year Ended July 31, 2002	$	20.38	0.09		(6.01	)	(5.92	)	(0.09	)	(1.61	)	(1.70	)	—	$	12.76	(31.21	)%	0.49	%	1.35	%	1.36	%	59	%	$	97,393
Year Ended July 31, 2001†	$	19.54	0.11		3.64		3.75		(0.14	)	(2.77	)	(2.91	)	—	$	20.38	21.10	%	0.53	%	1.34	%	1.35	%	43	%	$	113,164
Year Ended July 31, 2000	$	25.25	0.23		(2.21	)	(1.98	)	(0.23	)	(3.50	)	(3.73	)	—	$	19.54	(8.19	)%	1.07	%	1.35	%	1.35	%	17	%	$	45,255
Year Ended July 31, 1999	$	24.60	0.20		3.11		3.31		(0.19	)	(2.47	)	(2.66	)	—	$	25.25	14.92	%	0.82	%	1.33	%	1.34	%	18	%	$	70,740
SELECT EQUITY FUND
Six Months Ended January 31, 2004#	$	11.89	0.03		1.78		1.81		(0.04	)	(0.10	)	(0.14	)	—	$	13.56	15.25	%^	0.54	%^^	1.30	%^^	1.41	%^^	18	%	$	11,304
Year Ended July 31, 2003	$	10.98	0.05		0.91		0.96		(0.05	)	—		(0.05	)	—	$	11.89	8.77	%	0.48	%	1.34	%	1.49	%	8	%	$	7,034
Year Ended July 31, 2002	$	11.23	0.02		(0.25	)	(0.23	)	(0.02	)	—		(0.02	)	—	$	10.98	(2.01	)%	0.28	%	1.46	%	1.71	%	38	%	$	4,511
Year Ended July 31, 2001†	$	8.72	0.01		2.51		2.52		(0.01	)	—		(0.01	)	—	$	11.23	28.96	%	0.05	%	1.71	%	2.07	%	19	%	$	2,665
Year Ended July 31, 2000†	$	11.88	0.07		(2.35	)	(2.28	)	(0.07	)	(0.81	)	(0.88	)	—	$	8.72	(19.86	)%	0.67	%	1.44	%	1.96	%	25	%	$	2,512
Period Ended July 31, 1999(a)	$	10.00	0.04		1.91		1.95		(0.06	)	(0.01	)	(0.07	)	—	$	11.88	19.44	%^	0.43	%^^	1.13	%^^	1.81	%^^	10	%	$	10,258
ENHANCED MARKET FUND
Six Months Ended January 31, 2004#	$	9.87	0.04		1.47		1.51		(0.04	)	—		(0.04	)	—	$	11.34	15.36	%^	0.80	%^^	0.95	%^^	1.05	%^^	12	%	$	26,092
Year Ended July 31, 2003	$	9.16	0.08		0.70		0.78		(0.07	)	—		(0.07	)	—	$	9.87	8.54	%	0.81	%	1.00	%	1.12	%	27	%	$	21,431
Year Ended July 31, 2002	$	12.27	0.04		(2.96	)	(2.92	)	(0.03	)	(0.16	)	(0.19	)	—	$	9.16	(24.10	)%	0.41	%	1.07	%	1.19	%	34	%	$	17,473
Year Ended July 31, 2001†	$	14.64	0.03		(2.15	)	(2.12	)	(0.03	)	(0.22	)	(0.25	)	—	$	12.27	(14.60	)%	0.26	%	1.04	%	1.14	%	42	%	$	24,666
Year Ended July 31, 2000	$	13.86	0.07		1.23		1.30		(0.07	)	(0.45	)	(0.52	)	—	$	14.64	9.46	%	0.48	%	1.01	%	1.22	%	30	%	$	20,555
Period Ended July 31, 1999(a)	$	10.00	0.09		3.89		3.98		(0.09	)	(0.03	)	(0.12	)	—	$	13.86	39.93	%^	0.79	%^^	0.88	%^^	1.52	%^^	36	%	$	14,365
LARGE CAP FUND
Six Months Ended January 31, 2004#	$	16.34	(0.01	)	2.14		2.13		—		—		—		—	$	18.47	13.05	%^	(0.09	)%^^	1.26	%^^	1.39	%^^	10	%	$	105,471
Year Ended July 31, 2003	$	15.45	0.01		1.53		1.54		(0.02	)	(0.63	)	(0.65	)	—	$	16.34	10.45	%	0.09	%	1.26	%	1.39	%	7	%	$	88,989
Year Ended July 31, 2002	$	21.22	(0.01	)	(4.57	)	(4.58	)	—		(1.19	)	(1.19	)	—	$	15.45	(22.75	)%	(0.05	)%	1.26	%	1.37	%	11	%	$	57,330
Year Ended July 31, 2001†	$	28.14	(0.04	)	(2.82	)	(2.86	)	—		(4.06	)	(4.06	)	—	$	21.22	(11.72	)%	(0.16	)%	1.25	%	1.36	%	10	%	$	66,813
Period Ended July 31, 2000(b)	$	28.02	(0.01	)	0.14		0.13		(0.01	)	—		(0.01	)	—	$	28.14	0.45	%^	(0.07	)%^^	1.14	%^^	1.37	%^^	10	%	$	81,099
Year Ended December 31, 1999†	$	27.55	0.03		5.07		5.10		(0.03	)	(4.60	)	(4.63	)	—	$	28.02	18.85	%	0.12	%	1.04	%	1.39	%	15	%	$	79,211
Period Ended December 31, 1998(c)	$	23.01	0.05		5.79		5.84		(0.05	)	(1.25	)	(1.30	)	—	$	27.55	25.83	%^	0.21	%^^	1.03	%^^	1.03	%^^	3	%	$	57,772
Year Ended February 28, 1998	$	16.68	0.11		6.48		6.59		(0.11	)	(0.15	)	(0.26	)	—	$	23.01	39.74	%	0.54	%	0.99	%	(d	)	6	%	$	715,631

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from September 1, 1998 (commencement of operations) through July 31, 1999.

(b) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(c) For the period from March 1, 1998 through December 31, 1998. In conjunction with the reorganization of the ISG Funds, the Fund changed its fiscal year end to December 31.

(d) There were no fee reductions in this period.

See notes to financial statements.

92

AMSOUTH FUNDS

Financial Highlights

A SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from												Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments, Futures, and Foreign Currencies		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees		Net Asset Value, End of Period		Total Return (Excluding Sales Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
CAPITAL GROWTH FUND
Six Months Ended January 31, 2004#	$	8.75	(0.02	)	1.10		1.08		—		—		—		—		$	9.83	12.34	%^	(0.41	)%^^	1.30	%^^	1.38	%^^	58	%	$	28,993
Year Ended July 31, 2003	$	7.96	(0.03	)	0.82		0.79		—		—		—		—		$	8.75	9.92	%	(0.47	)%	1.31	%	1.38	%	151	%	$	23,915
Year Ended July 31, 2002	$	10.86	(0.07	)	(2.83	)	(2.90	)	—		—		—		—		$	7.96	(26.70	)%	(0.76	)%	1.31	%	1.37	%	115	%	$	16,457
Year Ended July 31, 2001†	$	14.97	(0.09	)	(2.86	)	(2.95	)	—		(1.16	)	(1.16	)	—		$	10.86	(21.27	)%	(0.67	)%	1.30	%	1.36	%	100	%	$	19,574
Period Ended July 31, 2000(a)	$	14.37	(0.04	)	0.64		0.60		—		—		—		—		$	14.97	4.18	%^	(0.49	)%^^	1.32	%^^	1.37	%^^	91	%	$	14,137
Year Ended December 31, 1999†	$	14.20	(0.04	)	2.97		2.93		—		(2.76	)	(2.76	)	—		$	14.37	21.85	%	(0.33	)%	1.32	%	1.33	%	178	%	$	10,310
Year Ended December 31, 1998	$	12.80	(0.01	)	3.89		3.88		—		(2.48	)	(2.48	)	—		$	14.20	32.05	%	(0.19	)%	1.28	%	1.29	%	152	%	$	4,631
MID CAP FUND
Six Months Ended January 31, 2004#	$	10.42	0.01		2.03		2.04		(0.01	)	—		(0.01	)	—	‡	$	12.45	19.57	%^	0.09	%^^	1.11	%^^	1.60	%^^	78	%	$	13,355
Year Ended July 31, 2003	$	9.39	0.01		1.03		1.04		(0.01	)	—		(0.01	)	—		$	10.42	11.08	%	0.08	%	1.15	%	1.65	%	59	%	$	9,085
Year Ended July 31, 2002	$	12.06	(0.16	)	(2.51	)	(2.67	)	—		—		—		—		$	9.39	(22.14	)%	(1.31	)%	1.66	%	1.83	%	221	%	$	8,234
Year Ended July 31, 2001†	$	16.67	(0.17	)	(4.44	)	(4.61	)	—		—		—		—		$	12.06	(27.65	)%	(1.17	)%	1.57	%	1.65	%	120	%	$	12,546
Period Ended July 31, 2000(a)†	$	17.33	(0.13	)	(0.53	)	(0.66	)	—		—		—		—		$	16.67	(3.81	)%^	(1.27	)%^^	1.62	%^^	1.65	%^^	39	%	$	11,536
Period Ended December 31, 1999(b)†	$	10.00	(0.14	)	7.47		7.33		—		—		—		—		$	17.33	73.30	%^	(1.62	)%^^	2.28	%^^	2.29	%^^	20	%	$	2,357
SMALL CAP FUND
Six Months Ended January 31, 2004#	$	7.22	(0.05	)	1.15		1.10		—		—		—		—	‡	$	8.32	15.24	%^	(1.29	)%^^	1.59	%^^	1.77	%^^	92	%	$	8,114
Year Ended July 31, 2003	$	7.13	(0.07	)	(0.16	)	0.09		—		—		—		—		$	7.22	1.26	%	(1.25	)%	1.60	%	1.78	%	221	%	$	5,929
Year Ended July 31, 2002	$	10.12	(0.11	)	(2.88	)	(2.99	)	—		—		—		—		$	7.13	(29.55	)%	(1.25	)%	1.61	%	1.77	%	227	%	$	5,114
Year Ended July 31, 2001†	$	12.52	(0.14	)	(1.05	)	(1.19	)	—		(1.21	)	(1.21	)	—		$	10.12	(10.33	)%	(1.22	)%	1.61	%	1.77	%	220	%	$	8,346
Year Ended July 31, 2000	$	8.40	(0.08	)	4.20		4.12		—		—		—		—		$	12.52	49.05	%	(1.11	)%	1.53	%	1.85	%	318	%	$	8,408
Year Ended July 31, 1999	$	9.14	(0.10	)	(0.64	)	(0.74	)	—		—		—		—		$	8.40	(8.10	)%	(1.07	)%	1.66	%	2.68	%	208	%	$	1,073
INTERNATIONAL EQUITY FUND
Six Months Ended January 31, 2004#	$	8.69	0.02		2.72		2.74		(0.09	)	—		(0.09	)	—	‡	$	11.34	31.62	%^	(0.03	)%^^	1.32	%^^	1.82	%^^	4	%	$	10,278
Year Ended July 31, 2003	$	7.81	0.01		0.87		0.88		(0.01	)	—		(0.01	)	0.01		$	8.69	11.35	%	1.25	%	1.36	%	1.86	%	18	%	$	4,711
Year Ended July 31, 2002	$	9.49	0.02		(1.70	)	(1.68	)	—		—		—		—		$	7.81	(17.70	)%	0.35	%	1.60	%	1.89	%	160	%	$	3,932
Year Ended July 31, 2001†	$	12.36	0.06		(2.54	)	(2.48	)	(0.03	)	(0.36	)	(0.39	)	—		$	9.49	(20.62	)%	0.52	%	1.62	%	1.89	%	45	%	$	2,685
Period Ended July 31, 2000(a)†	$	13.27	0.05		(0.96	)	(0.91	)	—		—		—		—		$	12.36	(6.78	)%^	0.69	%^^	1.69	%^^	2.01	%^^	32	%	$	1,799
Year Ended December 31, 1999	$	10.58	0.02		2.81		2.83		(0.14	)	—		(0.14	)	—		$	13.27	26.77	%	0.26	%	1.59	%	2.12	%	40	%	$	1,033
Period Ended December 31, 1998(c)	$	10.46	0.03		0.12		0.15		(0.03	)	—		(0.03	)	—		$	10.58	1.42	%^	0.71	%^^	1.81	%^^	2.16	%^^	62	%	$	149
Period Ended February 28, 1998(d)	$	10.00	(0.02	)	0.49		0.47		(0.01	)	—		(0.01	)	—		$	10.46	4.71	%^	(0.48	)%^^	1.77	%^^	2.27	%^^	21	%	$	26,533

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from May 4, 1999 (commencement of operations) through December 31, 1999.

(c) For the period from March 1, 1998 through December 31, 1998. In conjunction with the reorganization of the ISG Funds, the Fund changed its fiscal year end to December 31.

(d) For the period from August 15, 1997 (commencement of operations) through February 28, 1998.

See notes to financial statements.

93

AMSOUTH FUNDS

Financial Highlights

A SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments*		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Sales Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate**		Net Assets, End of Period (000’s)
BALANCED FUND
Six Months Ended January 31, 2004#	$	11.37	0.10		1.04		1.14		(0.11	)	—		(0.11	)	—	$	12.40	10.09	%^	1.67	%^^	1.31	%^^	1.41	%^^	19	%	$	88,859
Year Ended July 31, 2003	$	10.89	0.22		0.66		0.88		(0.26	)	(0.14	)	(0.40	)	—	$	11.37	8.34	%	2.03	%	1.34	%	1.42	%	86	%	$	78,679
Year Ended July 31, 2002	$	12.46	0.30		(1.20	)	(0.90	)	(0.31	)	(0.36	)	(0.67	)	—	$	10.89	(7.55	)%	2.57	%	1.34	%	1.41	%	34	%	$	69,674
Year Ended July 31, 2001†	$	12.48	0.36		1.28		1.64		(0.39	)	(1.27	)	(1.66	)	—	$	12.46	13.93	%	2.90	%	1.31	%	1.38	%	14	%	$	54,978
Year Ended July 31, 2000	$	14.93	0.44		(0.64	)	(0.20	)	(0.47	)	(1.78	)	(2.25	)	—	$	12.48	(1.05	)%	3.28	%	1.35	%	1.37	%	16	%	$	21,951
Year Ended July 31, 1999	$	15.19	0.41		0.93		1.34		(0.40	)	(1.20	)	(1.60	)	—	$	14.93	9.40	%	2.67	%	1.34	%	1.35	%	23	%	$	43,223
AGGRESSIVE GROWTH PORTFOLIO
Six Months Ended January 31, 2004#	$	7.73	0.01		1.15		1.16		(0.01	)	—		(0.01	)	—	$	8.88	14.99	%^	0.28	%^^	0.58	%^^	0.97	%^^	18	%	$	18,432
Year Ended July 31, 2003	$	7.04	—		0.69		0.69		—		—		—		—	$	7.73	9.81	%	(0.02	)%	0.66	%	1.09	%	100	%	$	11,310
Year Ended July 31, 2002	$	9.91	(0.02	)	(2.21	)	(2.23	)	—		(0.64	)	(0.64	)	—	$	7.04	(23.76	)%	(0.31	)%	0.71	%	1.12	%	50	%	$	7,565
Year Ended July 31, 2001†	$	11.53	0.08		(0.39	)	(0.31	)	(0.15	)	(1.16	)	(1.31	)	—	$	9.91	(3.42	)%	0.78	%	0.79	%	1.20	%	36	%	$	1,393
Period Ended July 31, 2000(a)	$	11.54	0.02		(0.01	)	0.01		(0.02	)	—		(0.02	)	—	$	11.53	0.06	%^	0.26	%^^	0.86	%^^	1.24	%^^	22	%	$	476
Period Ended December 31, 1999(b)	$	10.00	0.09		1.60		1.69		(0.11	)	(0.04	)	(0.15	)	—	$	11.54	16.92	%^	1.65	%^^	0.96	%^^	6.10	%^^	95	%	$	450
GROWTH PORTFOLIO
Six Months Ended January 31, 2004#	$	8.21	0.04		0.97		1.01		(0.05	)	—		(0.05	)	—	$	9.17	12.29	%^	1.03	%^^	0.53	%^^	0.94	%^^	63	%	$	18,677
Year Ended July 31, 2003	$	7.59	0.07		0.62		0.69		(0.07	)	—		(0.07	)	—	$	8.21	9.18	%	0.94	%	0.61	%	1.06	%	128	%	$	10,978
Year Ended July 31, 2002	$	9.38	0.08		(1.48	)	(1.40	)	(0.09	)	(0.30	)	(0.39	)	—	$	7.59	(15.49	)%	0.96	%	0.71	%	1.14	%	63	%	$	4,448
Year Ended July 31, 2001†	$	10.47	0.23		(0.42	)	(0.19	)	(0.23	)	(0.67	)	(0.90	)	—	$	9.38	(2.04	)%	2.31	%	0.78	%	1.22	%	38	%	$	981
Period Ended July 31, 2000(a)	$	10.58	0.07		(0.11	)	(0.04	)	(0.07	)	—		(0.07	)	—	$	10.47	(0.43	)%^	1.27	%^^	0.86	%^^	1.25	%^^	97	%	$	763
Period Ended December 31, 1999(c)	$	9.93	0.14		0.73		0.87		(0.14	)	(0.08	)	(0.22	)	—	$	10.58	8.85	%^	2.44	%^^	0.94	%^^	9.41	%^^	76	%	$	164
GROWTH AND INCOME PORTFOLIO
Six Months Ended January 31, 2004#	$	8.88	0.06		0.82		0.88		(0.07	)	—		(0.07	)	—	$	9.69	9.99	%^	1.42	%^^	0.58	%^^	0.83	%^^	30	%	$	37,308
Year Ended July 31, 2003	$	8.33	0.12		0.56		0.68		(0.13	)	—		(0.13	)	—	$	8.88	8.30	%	1.51	%	0.62	%	0.86	%	135	%	$	28,745
Year Ended July 31, 2002	$	9.76	0.18		(1.14	)	(0.96	)	(0.19	)	(0.28	)	(0.47	)	—	$	8.33	(10.17	)%	2.04	%	0.60	%	0.82	%	69	%	$	14,312
Year Ended July 31, 2001†	$	10.54	0.24		(0.07	)	0.17		(0.32	)	(0.63	)	(0.95	)	—	$	9.76	1.61	%	2.44	%	0.63	%	0.87	%	51	%	$	6,535
Period Ended July 31, 2000(a)	$	10.48	0.14		0.04		0.18		(0.12	)	—		(0.12	)	—	$	10.54	1.69	%^	2.15	%^^	0.72	%^^	0.88	%^^	21	%	$	271
Period Ended December 31, 1999(d)	$	10.10	0.11		0.41		0.52		(0.11	)	(0.03	)	(0.14	)	—	$	10.48	5.21	%^	2.44	%^^	0.95	%^^	2.27	%^^	57	%	$	535
MODERATE GROWTH AND INCOME PORTFOLIO
Six Months Ended January 31, 2004#	$	9.04	0.08		0.67		0.75		(0.09	)	—		(0.09	)	—	$	9.70	8.35	%^	1.78	%^^	0.60	%^^	0.99	%^^	20	%	$	11,940
Year Ended July 31, 2003	$	8.58	0.16		0.50		0.66		(0.17	)	(0.03	)	(0.20	)	—	$	9.04	7.85	%	1.87	%	0.64	%	1.07	%	136	%	$	10,988
Year Ended July 31, 2002	$	9.74	0.21		(0.94	)	(0.73	)	(0.23	)	(0.20	)	(0.43	)	—	$	8.58	(7.80	)%	2.48	%	0.65	%	1.07	%	65	%	$	6,236
Year Ended July 31, 2001†	$	10.06	0.32		0.15		0.47		(0.34	)	(0.45	)	(0.79	)	—	$	9.74	4.91	%	3.26	%	0.77	%	1.20	%	62	%	$	231
Period Ended July 31, 2000(a)	$	9.96	0.14		0.10		0.24		(0.14	)	—		(0.14	)	—	$	10.06	2.43	%^	2.85	%^^	0.91	%^^	1.26	%^^	21	%	$	48
Period Ended December 31, 1999(e)	$	9.86	0.17		0.16		0.33		(0.17	)	(0.06	)	(0.23	)	—	$	9.96	3.37	%^	3.32	%^^	0.93	%^^	9.78	%^^	124	%	$	172

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Represents investments in affiliates for the Strategic Portfolios.

** Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from January 13, 1999 (commencement of operations) through December 31, 1999.

(c) For the period from February 11, 1999 (commencement of operations) through December 31, 1999.

(d) For the period from March 8, 1999 (commencement of operations) through December 31, 1999.

(e) For the period from February 9, 1999 (commencement of operations) through December 31, 1999.

See notes to financial statements.

94

AMSOUTH FUNDS

Financial Highlights

A SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities				Less Dividends from												Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities	Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees		Net Asset Value, End of Period		Total Return (Excluding Sales Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
GOVERNMENT INCOME FUND
Six Months Ended January 31, 2004#	$	10.05	0.17	0.05		0.22	(0.21	)	(0.01	)	(0.22	)	—		$	10.05	2.26	%^	3.40	%^^	1.00	%^^	1.23	%^^	46	%	$	19,167
Year Ended July 31, 2003	$	10.26	0.41	(0.05	)	0.36	(0.42	)	(0.15	)	(0.57	)	—		$	10.05	3.47	%	3.84	%	1.01	%	1.23	%	43	%	$	20,721
Year Ended July 31, 2002	$	10.10	0.48	0.20		0.68	(0.52	)	—		(0.52	)	—		$	10.26	6.96	%	4.74	%	1.00	%	1.21	%	18	%	$	8,800
Year Ended July 31, 2001†	$	9.60	0.55	0.50		1.05	(0.55	)	—		(0.55	)	—		$	10.10	11.25	%	5.47	%	0.99	%	1.20	%	25	%	$	5,672
Year Ended July 31, 2000	$	9.62	0.56	(0.04	)	0.52	(0.54	)	—		(0.54	)	—		$	9.60	5.55	%	5.77	%	0.85	%	1.30	%	42	%	$	5,879
Year Ended July 31, 1999	$	9.88	0.54	(0.28	)	0.26	(0.52	)	—		(0.52	)	—		$	9.62	2.62	%	5.35	%	0.70	%	1.90	%	27	%	$	5,436
LIMITED TERM BOND FUND
Six Months Ended January 31, 2004#	$	10.65	0.12	0.02		0.14	(0.16	)	—		(0.16	)	—	‡	$	10.63	1.30	%^	2.35	%^^	0.97	%^^	1.21	%^^	10	%	$	32,803
Year Ended July 31, 2003	$	10.70	0.36	0.01		0.37	(0.42	)	—		(0.42	)	—		$	10.65	3.52	%	3.28	%	0.98	%	1.22	%	32	%	$	38,211
Year Ended July 31, 2002	$	10.55	0.48	0.18		0.66	(0.51	)	—		(0.51	)	—		$	10.70	6.44	%	4.54	%	1.00	%	1.21	%	29	%	$	22,813
Year Ended July 31, 2001†	$	10.13	0.57	0.43		1.00	(0.58	)	—		(0.58	)	—		$	10.55	10.12	%	5.43	%	1.00	%	1.22	%	44	%	$	9,918
Year Ended July 31, 2000	$	10.29	0.59	(0.13	)	0.46	(0.62	)	—		(0.62	)	—		$	10.13	4.59	%	5.60	%	0.96	%	1.24	%	34	%	$	7,913
Year Ended July 31, 1999	$	10.43	0.57	(0.15	)	0.42	(0.56	)	—		(0.56	)	—		$	10.29	4.01	%	5.49	%	0.81	%	1.23	%	39	%	$	2,716
BOND FUND
Six Months Ended January 31, 2004#	$	11.33	0.23	0.11		0.34	(0.24	)	(0.09	)	(0.33	)	—	‡	$	11.34	2.99	%^	3.63	%^^	0.99	%^^	1.22	%^^	16	%	$	45,674
Year Ended July 31, 2003	$	11.43	0.46	0.11		0.57	(0.52	)	(0.15	)	(0.67	)	—		$	11.33	5.04	%	3.97	%	0.99	%	1.22	%	33	%	$	50,591
Year Ended July 31, 2002	$	11.13	0.53	0.36		0.89	(0.56	)	(0.03	)	(0.59	)	—		$	11.43	8.19	%	4.69	%	0.99	%	1.20	%	35	%	$	35,869
Year Ended July 31, 2001†	$	10.52	0.58	0.62		1.20	(0.59	)	—		(0.59	)	—		$	11.13	11.63	%	5.30	%	0.99	%	1.20	%	24	%	$	16,877
Year Ended July 31, 2000	$	10.63	0.58	(0.06	)	0.52	(0.61	)	(0.02	)	(0.63	)	—		$	10.52	5.10	%	5.54	%	0.91	%	1.21	%	27	%	$	9,500
Year Ended July 31, 1999	$	11.05	0.61	(0.32	)	0.29	(0.58	)	(0.13	)	(0.71	)	—		$	10.63	2.58	%	5.46	%	0.81	%	1.20	%	18	%	$	7,070

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

See notes to financial statements.

95

AMSOUTH FUNDS

Financial Highlights

A SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities					Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Sales Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
MUNICIPAL BOND FUND
Six Months Ended January 31, 2004#	$	10.32	0.17	0.18		0.35		(0.19	)	(0.01	)	(0.20	)	—	$	10.47	3.44	%^	3.31	%^^	0.88	%^^	1.21	%^^	0	%	$	15,458
Year Ended July 31, 2003	$	10.38	0.35	(0.05	)	0.30		(0.33	)	(0.03	)	(0.36	)	—	$	10.32	2.96	%	3.35	%	0.89	%	1.21	%	7	%	$	16,385
Year Ended July 31, 2002	$	10.18	0.37	0.23		0.60		(0.39	)	(0.01	)	(0.40	)	—	$	10.38	6.05	%	3.72	%	0.89	%	1.20	%	10	%	$	11,553
Year Ended July 31, 2001†	$	9.76	0.39	0.41		0.80		(0.38	)	—		(0.38	)	—	$	10.18	8.36	%	3.88	%	0.89	%	1.20	%	5	%	$	8,022
Year Ended July 31, 2000	$	9.87	0.40	(0.06	)	0.34		(0.40	)	(0.05	)	(0.45	)	—	$	9.76	3.62	%	4.12	%	0.82	%	1.20	%	9	%	$	6,516
Year Ended July 31, 1999	$	10.13	0.41	(0.17	)	0.24		(0.39	)	(0.11	)	(0.50	)	—	$	9.87	2.31	%	4.01	%	0.71	%	1.20	%	21	%	$	2,694
FLORIDA TAX-EXEMPT FUND
Six Months Ended January 31, 2004#	$	10.70	0.18	0.19		0.37		(0.17	)	(0.01	)	(0.18	)	—	$	10.89	3.53	%^	3.23	%^^	0.83	%^^	1.19	%^^	4	%	$	4,184
Year Ended July 31, 2003	$	10.79	0.36	(0.08	)	0.28		(0.37	)	—		(0.37	)	—	$	10.70	2.58	%	3.35	%	0.84	%	1.25	%	6	%	$	6,955
Year Ended July 31, 2002	$	10.51	0.39	0.27		0.66		(0.38	)	—		(0.38	)	—	$	10.79	6.38	%	3.64	%	0.87	%	1.26	%	13	%	$	4,002
Year Ended July 31, 2001†	$	10.16	0.40	0.35		0.75		(0.40	)	—		(0.40	)	—	$	10.51	7.46	%	3.79	%	0.90	%	1.29	%	7	%	$	3,267
Year Ended July 31, 2000	$	10.22	0.44	(0.06	)	0.38		(0.41	)	(0.03	)	(0.44	)	—	$	10.16	3.99	%	4.10	%	0.74	%	1.30	%	11	%	$	2,655
Year Ended July 31, 1999	$	10.45	0.41	(0.18	)	0.23		(0.40	)	(0.06	)	(0.46	)	—	$	10.22	2.06	%	4.00	%	0.59	%	1.26	%	34	%	$	12,195
TENNESSEE TAX-EXEMPT FUND
Six Months Ended January 31, 2004#	$	10.33	0.14	0.20		0.34		(0.15	)	(0.05	)	(0.20	)	—	$	10.47	3.31	%^	2.69	%^^	1.03	%^^	1.31	%^^	0	%	$	6,634
Year Ended July 31, 2003	$	10.37	0.29	(0.05	)	0.24		(0.28	)	—		(0.28	)	—	$	10.33	2.29	%	2.70	%	1.07	%	1.34	%	21	%	$	9,325
Year Ended July 31, 2002	$	10.10	0.31	0.27		0.58		(0.31	)	—		(0.31	)	—	$	10.37	5.87	%	3.02	%	1.08	%	1.31	%	60	%	$	3,432
Year Ended July 31, 2001†	$	9.74	0.36	0.36		0.72		(0.36	)	—		(0.36	)	—	$	10.10	7.55	%	3.63	%	1.09	%	1.33	%	123	%	$	3,764
Period Ended July 31, 2000(a)	$	9.55	0.21	0.18		0.39		(0.20	)	—		(0.20	)	—	$	9.74	4.15	%^	3.78	%^^	1.13	%^^	1.27	%^^	23	%	$	2,919
Year Ended December 31, 1999	$	10.19	0.33	(0.64	)	(0.31	)	(0.33	)	—		(0.33	)	—	$	9.55	(3.07	)%	3.34	%	1.25	%	1.26	%	64	%	$	3,324
Year Ended December 31, 1998	$	10.18	0.35	0.08		0.43		(0.35	)	(0.07	)	(0.42	)	—	$	10.19	4.25	%	3.37	%	1.20	%	1.20	%	155	%	$	2,919

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

See notes to financial statements.

96

AMSOUTH FUNDS

Financial Highlights

A SHARES†

Selected data for a share outstanding throughout the period indicated.

			Investment Activities											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities	Less Dividends from Net Investment Income		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Sales Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Net Assets, End of Period (000’s)
PRIME MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.002	—		0.002	(0.002	)	—	$	1.000	0.15	%^	0.31	%^^	0.79	%^^	0.97	%^^	$	436,266
Year Ended July 31, 2003	$	1.000	0.006	—		0.006	(0.006	)	—	$	1.000	0.63	%	0.64	%	0.80	%	0.97	%	$	439,061
Year Ended July 31, 2002	$	1.000	0.015	—		0.015	(0.015	)	—	$	1.000	1.53	%	1.53	%	0.79	%	0.94	%	$	551,767
Year Ended July 31, 2001	$	1.000	0.049	—		0.049	(0.049	)	—	$	1.000	5.03	%	4.96	%	0.77	%	0.94	%	$	564,977
Year Ended July 31, 2000	$	1.000	0.051	—		0.051	(0.051	)	—	$	1.000	5.20	%	5.35	%	0.75	%	0.94	%	$	645,275
Year Ended July 31, 1999	$	1.000	0.044	—		0.044	(0.044	)	—	$	1.000	4.48	%	4.40	%	0.78	%	0.94	%	$	136,078
TREASURY RESERVE MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.001	—		0.001	(0.001	)	—	$	1.000	0.09	%^	0.19	%^^	0.83	%^^	1.05	%^^	$	94,668
Year Ended July 31, 2003	$	1.000	0.006	—		0.006	(0.006	)	—	$	1.000	0.56	%	0.60	%	0.84	%	1.01	%	$	46,753
Year Ended July 31, 2002	$	1.000	0.015	—		0.015	(0.015	)	—	$	1.000	1.53	%	1.54	%	0.79	%	0.96	%	$	98,582
Year Ended July 31, 2001	$	1.000	0.048	—		0.048	(0.048	)	—	$	1.000	4.95	%	4.90	%	0.72	%	0.95	%	$	99,777
Period Ended July 31, 2000(a)	$	1.000	0.030	—		0.030	(0.030	)	—	$	1.000	3.07	%^	5.21	%^^	0.65	%^^	0.86	%^^	$	143,901
Year Ended December 31, 1999	$	1.000	0.043	—		0.043	(0.043	)	—	$	1.000	4.38	%	4.28	%	0.60	%	0.70	%	$	143,208
Year Ended December 31, 1998	$	1.000	0.046	—		0.046	(0.046	)	—	$	1.000	4.68	%	4.56	%	0.77	%	0.78	%	$	167,475
TAX-EXEMPT MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.002	—		0.002	(0.002	)	—	$	1.000	0.16	%^	0.32	%^^	0.64	%^^	0.97	%^^	$	30,563
Year Ended July 31, 2003	$	1.000	0.005	—		0.005	(0.005	)	—	$	1.000	0.48	%	0.48	%	0.79	%	0.97	%	$	33,748
Year Ended July 31, 2002	$	0.999	0.009	(0.001	)	0.008	(0.009	)	—	$	0.998	0.87	%	0.87	%	0.81	%	0.96	%	$	31,408
Year Ended July 31, 2001	$	0.998	0.028	0.001		0.029	(0.028	)	—	$	0.999	2.83	%	2.84	%	0.80	%	0.96	%	$	40,728
Year Ended July 31, 2000	$	1.000	0.031	(0.002	)	0.029	(0.031	)	—	$	0.998	3.11	%	3.14	%	0.71	%	0.97	%	$	51,260
Year Ended July 31, 1999	$	1.000	0.026	—		0.026	(0.026	)	—	$	1.000	2.66	%	2.64	%	0.59	%	0.98	%	$	22,844
INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.004	—		0.004	(0.004	)	—	$	1.000	0.30	%^	0.59	%^^	0.50	%^^	0.66	%^^	$	140,059
Year Ended July 31, 2003	$	1.000	0.009	—		0.009	(0.009	)	—	$	1.000	0.93	%	0.92	%	0.51	%	0.66	%	$	193,468
Year Ended July 31, 2002	$	1.000	0.018	—		0.018	(0.018	)	—	$	1.000	1.83	%	1.91	%	0.50	%	0.64	%	$	207,511
Year Ended July 31, 2001	$	1.000	0.052	—		0.052	(0.052	)	—	$	1.000	5.31	%	5.00	%	0.50	%	0.65	%	$	361,629
Year Ended July 31, 2000	$	1.000	0.054	—		0.054	(0.054	)	—	$	1.000	5.55	%	5.69	%	0.45	%	0.66	%	$	180,873
Period Ended July 31, 1999(b)	$	1.000	0.020	—		0.020	(0.020	)	—	$	1.000	1.96	%^	4.45	%^^	0.49	%^^	0.72	%^^	$	26,000

# Unaudited.

† Represents Class 2 Shares for Institutional Prime Obligations Money Market Fund.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from February 19, 1999 (commencement of operations) through July 31, 1999.

See notes to financial statements.

97

AMSOUTH FUNDS

Financial Highlights

B SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments and Futures		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Redemption Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
VALUE FUND
Six Months Ended January 31, 2004#	$	12.83	—		1.94		1.94		(0.02	)	—		(0.02	)	—	$	14.75	15.18	%^	0.07	%^^	2.09	%^^	2.13	%^^	16	%	$	31,385
Year Ended July 31, 2003	$	12.57	0.05		0.79		0.84		(0.06	)	(0.52	)	(0.58	)	—	$	12.83	7.17	%	0.45	%	2.11	%	2.14	%	117	%	$	28,786
Year Ended July 31, 2002	$	20.15	(0.02	)	(5.93	)	(5.95	)	(0.02	)	(1.61	)	(1.63	)	—	$	12.57	(31.68	)%	(0.27	)%	2.10	%	2.11	%	59	%	$	13,133
Year Ended July 31, 2001†	$	19.41	(0.03	)	3.58		3.55		(0.04	)	(2.77	)	(2.81	)	—	$	20.15	20.09	%	(0.16	)%	2.09	%	2.10	%	43	%	$	10,322
Year Ended July 31, 2000	$	25.14	0.07		(2.19	)	(2.12	)	(0.11	)	(3.50	)	(3.61	)	—	$	19.41	(8.86	)%	0.32	%	2.10	%	2.11	%	17	%	$	7,949
Year Ended July 31, 1999	$	24.55	0.02		3.10		3.12		(0.06	)	(2.47	)	(2.53	)	—	$	25.14	14.03	%	0.05	%	2.08	%	2.09	%	18	%	$	12,394
SELECT EQUITY FUND
Six Months Ended January 31, 2004#	$	11.61	(0.01	)	1.74		1.73		(0.02	)	(0.10	)	(0.12	)	—	$	13.22	14.87	%^	(0.20	)%^^	2.05	%^^	2.16	%^^	18	%	$	10,835
Year Ended July 31, 2003	$	10.77	(0.02	)	0.88		0.86		(0.02	)	—		(0.02	)	—	$	11.61	7.98	%	(0.28	)%	2.08	%	2.24	%	8	%	$	7,758
Year Ended July 31, 2002	$	11.08	(0.03	)	(0.28	)	(0.31	)	—		—		—		—	$	10.77	(2.77	)%	(0.45	)%	2.19	%	2.44	%	38	%	$	4,800
Year Ended July 31, 2001†	$	8.64	(0.08	)	2.52		2.44		—		—		—		—	$	11.08	28.24	%	(0.75	)%	2.44	%	2.80	%	19	%	$	1,586
Year Ended July 31, 2000†	$	11.83	(0.01	)	(2.34	)	(2.35	)	(0.03	)	(0.81	)	(0.84	)	—	$	8.64	(20.47	)%	(0.08	)%	2.21	%	2.72	%	25	%	$	715
Period Ended July 31, 1999(a)	$	9.98	0.02		1.86		1.88		(0.02	)	(0.01	)	(0.03	)	—	$	11.83	18.83	%^	(0.49	)%^^	1.99	%^^	2.58	%^^	10	%	$	1,933
ENHANCED MARKET FUND
Six Months Ended January 31, 2004#	$	9.68	0.01		1.44		1.45		(0.01	)	—		(0.01	)	—	$	11.12	14.99	%^	0.05	%^^	1.70	%^^	1.80	%^^	12	%	$	11,453
Year Ended July 31, 2003	$	8.99	0.01		0.69		0.70		(0.01	)	—		(0.01	)	—	$	9.68	7.79	%	0.06	%	1.75	%	1.87	%	27	%	$	9,566
Year Ended July 31, 2002	$	12.11	(0.05	)	(2.91	)	(2.96	)	—		(0.16	)	(0.16	)	—	$	8.99	(24.73	)%	(0.34	)%	1.82	%	1.94	%	34	%	$	8,644
Year Ended July 31, 2001†	$	14.55	(0.06	)	(2.14	)	(2.20	)	(0.02	)	(0.22	)	(0.24	)	—	$	12.11	(15.28	)%	(0.48	)%	1.80	%	1.89	%	42	%	$	13,713
Year Ended July 31, 2000	$	13.82	(0.04	)	1.22		1.18		—		(0.45	)	(0.45	)	—	$	14.55	8.65	%	(0.31	)%	1.77	%	1.93	%	30	%	$	17,095
Period Ended July 31, 1999(a)	$	10.30	0.03		3.55		3.58		(0.03	)	(0.03	)	(0.06	)	—	$	13.82	34.85	%^	(0.12	)%^^	1.73	%^^	2.28	%^^	36	%	$	6,132
LARGE CAP FUND
Six Months Ended January 31, 2004#	$	15.68	(0.07	)	2.05		1.98		—		—		—		—	$	17.66	12.63	%^	(0.84	)%^^	2.01	%^^	2.14	%^^	10	%	$	26,724
Year Ended July 31, 2003	$	14.94	(0.09	)	1.46		1.37		—		(0.63	)	(0.63	)	—	$	15.68	9.63	%	(0.66	)%	2.01	%	2.14	%	7	%	$	23,334
Year Ended July 31, 2002	$	20.70	(0.15	)	(4.42	)	(4.57	)	—		(1.19	)	(1.19	)	—	$	14.94	(23.31	)%	(0.80	)%	2.01	%	2.12	%	11	%	$	21,739
Year Ended July 31, 2001†	$	27.74	(0.21	)	(2.77	)	(2.98	)	—		(4.06	)	(4.06	)	—	$	20.70	(12.40	)%	(0.91	)%	2.00	%	2.11	%	10	%	$	28,118
Period Ended July 31, 2000(b)	$	27.75	(0.13	)	0.12		(0.01	)	—		—		—		—	$	27.74	(0.04	)%^	(0.93	)%^^	2.00	%^^	2.07	%^^	10	%	$	24,655
Year Ended December 31, 1999†	$	27.54	(0.23	)	5.04		4.81		—		(4.60	)	(4.60	)	—	$	27.75	17.78	%	(0.79	)%	1.98	%	2.00	%	15	%	$	18,584
Period Ended December 31, 1998(c)	$	25.98	—		1.56		1.56		—		—		—		—	$	27.54	6.02	%^	0.23	%^^	1.10	%^^	2.11	%^^	3	%	$	100

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from September 2, 1998 (commencement of operations) through July 31, 1999.

(b) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(c) For the period from December 15, 1998 (commencement of operations) through December 31, 1998.

See notes to financial statements.

98

AMSOUTH FUNDS

Financial Highlights

B SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from												Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments, Futures, and Foreign Currencies		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees		Net Asset Value, End of Period		Total Return (Excluding Redemption Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
CAPITAL GROWTH FUND
Six Months Ended January 31, 2004#	$	8.25	(0.05	)	1.04		0.99		—		—		—		—		$	9.24	12.00	%^	(1.16	)%^^	2.05	%^^	2.13	%^^	58	%	$	9,217
Year Ended July 31, 2003	$	7.56	(0.10	)	0.79		0.69		—		—		—		—		$	8.25	9.13	%	(1.21	)%	2.06	%	2.13	%	151	%	$	8,571
Year Ended July 31, 2002	$	10.39	(0.27	)	(2.56	)	(2.83	)	—		—		—		—		$	7.56	(27.24	)%	(3.86	)%	2.04	%	2.12	%	115	%	$	8,746
Year Ended July 31, 2001†	$	14.46	(0.17	)	(2.74	)	(2.91	)	—		(1.16	)	(1.16	)	—		$	10.39	(21.77	)%	(1.35	)%	1.96	%	2.11	%	100	%	$	8,967
Period Ended July 31, 2000(a)	$	13.93	(0.09	)	0.62		0.53		—		—		—		—		$	14.46	3.80	%^	(1.11	)%^^	1.96	%^^	2.07	%^^	91	%	$	8,939
Year Ended December 31, 1999†	$	13.92	(0.14	)	2.91		2.77		—		(2.76	)	(2.76	)	—		$	13.93	21.11	%	(0.93	)%	1.92	%	1.93	%	178	%	$	7,704
Period Ended December 31, 1998(b)	$	13.10	(0.05	)	3.35		3.30		—		(2.48	)	(2.48	)	—		$	13.92	26.86	%^	(0.95	)%^^	2.04	%^^	(e	)	152	%	$	2,854
MID CAP FUND
Six Months Ended January 31, 2004#	$	10.07	(0.04	)	1.97		1.93		—		—		—		—	‡	$	12.00	19.19	%^	(0.66	)%^^	1.86	%^^	2.35	%^^	78	%	$	7,627
Year Ended July 31, 2003	$	9.13	(0.07	)	1.01		0.94		—		—		—		—		$	10.07	10.30	%	(0.68	)%	1.90	%	2.40	%	59	%	$	6,525
Year Ended July 31, 2002	$	11.83	(0.25	)	(2.45	)	(2.70	)	—		—		—		—		$	9.13	(22.82	)%	(2.07	)%	2.41	%	2.58	%	221	%	$	7,066
Year Ended July 31, 2001†	$	16.52	(0.27	)	(4.42	)	(4.69	)	—		—		—		—		$	11.83	(28.29	)%	(1.91	)%	2.32	%	2.41	%	120	%	$	11,323
Period Ended July 31, 2000(a)†	$	17.28	(0.20	)	(0.56	)	(0.76	)	—		—		—		—		$	16.52	(4.40	)%^	(2.00	)%^^	2.33	%^^	2.37	%^^	39	%	$	12,912
Period Ended December 31, 1999(c)†	$	10.00	(0.19	)	7.47		7.28		—		—		—		—		$	17.28	72.80	%^	(2.17	)%^^	2.86	%^^	2.86	%^^	20	%	$	2,177
SMALL CAP FUND
Six Months Ended January 31, 2004#	$	6.92	(0.07	)	1.10		1.03		—		—		—		—	‡	$	7.95	14.88	%^	(2.04	)%^^	2.34	%^^	2.52	%^^	92	%	$	2,695
Year Ended July 31, 2003	$	6.89	(0.12	)	0.15		0.03		—		—		—		—		$	6.92	0.44	%	(2.01	)%	2.35	%	2.53	%	221	%	$	1,987
Year Ended July 31, 2002	$	9.85	(0.17	)	(2.79	)	(2.96	)	—		—		—		—		$	6.89	(30.05	)%	(2.01	)%	2.36	%	2.52	%	227	%	$	2,014
Year Ended July 31, 2001†	$	12.31	(0.22	)	(1.03	)	(1.25	)	—		(1.21	)	(1.21	)	—		$	9.85	(11.03	)%	(1.97	)%	2.36	%	2.52	%	220	%	$	2,975
Year Ended July 31, 2000	$	8.31	(0.14	)	4.14		4.00		—		—		—		—		$	12.31	48.13	%	(1.99	)%	2.39	%	2.59	%	318	%	$	2,619
Year Ended July 31, 1999	$	9.11	(0.14	)	(0.66	)	(0.80	)	—		—		—		—		$	8.31	(8.78	)%	(1.83	)%	2.41	%	3.42	%	208	%	$	929
INTERNATIONAL EQUITY FUND
Six Months Ended January 31, 2004#	$	8.49	(0.03	)	2.66		2.63		—		—		—		—	‡	$	11.12	30.98	%^	(0.39	)%^^	1.04	%^^	1.30	%^^	4	%	$	1,611
Year Ended July 31, 2003	$	7.64	—		0.85		0.85		—		—		—		—		$	8.49	11.13	%	0.75	%	2.11	%	2.61	%	18	%	$	810
Year Ended July 31, 2002	$	9.35	(0.03	)	(1.68	)	(1.71	)	—		—		—		—		$	7.64	(18.29	)%	(0.39	)%	2.36	%	2.64	%	160	%	$	471
Year Ended July 31, 2001†	$	12.25	(0.05	)	(2.49	)	(2.54	)	—		(0.36	)	(0.36	)	—		$	9.35	(21.25	)%	(0.44	)%	2.38	%	2.65	%	45	%	$	516
Period Ended July 31, 2000(a)†	$	13.21	—		(0.96	)	(0.96	)	—		—		—		—		$	12.25	(7.19	)%^	(0.04	)%^^	2.47	%^^	2.72	%^^	32	%	$	595
Period Ended December 31, 1999(d)	$	10.66	(0.02	)	2.69		2.67		(0.12	)	—		(0.12	)	—		$	13.21	25.98	%^	(0.54	)%^^	2.45	%^^	2.73	%^^	40	%	$	228

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from February 5, 1998 (commencement of operations) through December 31, 1998.

(c) For the period from May 4, 1999 (commencement of operations) through December 31, 1999.

(d) For the period from February 2, 1999 (commencement of operations) through December 31, 1999.

(e) There was no fee reduction in this period.

See notes to financial statements.

99

AMSOUTH FUNDS

Financial Highlights

B SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments*		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Redemption Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate**		Net Assets, End of Period (000’s)
BALANCED FUND
Six Months Ended January 31, 2004#	$	11.34	0.06		1.03		1.09		(0.07	)	—		(0.07	)	—	$	12.36	9.63	%^	0.92	%^^	2.06	%^^	2.16	%^^	19	%	$	24,432
Year Ended July 31, 2003	$	10.86	0.14		0.66		0.80		(0.18	)	(0.14	)	(0.32	)	—	$	11.34	7.55	%	1.27	%	2.09	%	2.17	%	86	%	$	20,004
Year Ended July 31, 2002	$	12.42	0.22		(1.19	)	(0.97	)	(0.23	)	(0.36	)	(0.59	)	—	$	10.86	(8.17	)%	1.81	%	2.09	%	2.16	%	34	%	$	16,742
Year Ended July 31, 2001†	$	12.45	0.28		1.26		1.54		(0.30	)	(1.27	)	(1.57	)	—	$	12.42	13.03	%	2.20	%	2.06	%	2.12	%	14	%	$	9,004
Year Ended July 31, 2000	$	14.90	0.34		(0.64	)	(0.30	)	(0.37	)	(1.78	)	(2.15	)	—	$	12.45	(1.80	)%	2.54	%	2.10	%	2.12	%	16	%	$	7,072
Year Ended July 31, 1999	$	15.16	0.29		0.95		1.24		(0.30	)	(1.20	)	(1.50	)	—	$	14.90	8.66	%	1.93	%	2.09	%	2.10	%	23	%	$	10,131
AGGRESSIVE GROWTH PORTFOLIO
Six Months Ended January 31, 2004#	$	7.49	(0.01	)	1.11		1.10		(0.01	)	—		(0.01	)	—	$	8.58	14.63	%^	(0.44	)%^^	1.32	%^^	1.71	%^^	18	%	$	6,221
Year Ended July 31, 2003	$	6.87	(0.03	)	0.65		0.62		—		—		—		—	$	7.49	9.02	%	(0.78	)%	1.40	%	1.83	%	100	%	$	2,014
Year Ended July 31, 2002	$	9.77	(0.07	)	(2.19	)	(2.26	)	—		(0.64	)	(0.64	)	—	$	6.87	(24.43	)%	(1.04	)%	1.46	%	1.87	%	50	%	$	761
Year Ended July 31, 2001†	$	11.42	0.06		(0.44	)	(0.38	)	(0.11	)	(1.16	)	(1.27	)	—	$	9.77	(4.06	)%	0.58	%	1.52	%	1.93	%	36	%	$	386
Period Ended July 31, 2000(a)	$	11.47	(0.03	)	(0.02	)	(0.05	)	—		—		—		—	$	11.42	(0.43	)%^	(0.44	)%^^	1.56	%^^	1.94	%^^	22	%	$	390
Period Ended December 31, 1999(b)	$	10.03	0.07		1.50		1.57		(0.09	)	(0.04	)	(0.13	)	—	$	11.47	15.70	%^	0.92	%^^	1.52	%^^	7.86	%^^	95	%	$	456
GROWTH PORTFOLIO
Six Months Ended January 31, 2004#	$	8.16	—		0.96		0.96		(0.02	)	—		(0.02	)	—	$	9.10	11.80	%^	0.28	%^^	1.28	%^^	1.69	%^^	63	%	$	10,617
Year Ended July 31, 2003	$	7.55	0.01		0.62		0.63		(0.02	)	—		(0.02	)	—	$	8.16	8.39	%	0.19	%	1.36	%	1.81	%	128	%	$	4,491
Year Ended July 31, 2002	$	9.34	0.02		(1.48	)	(1.46	)	(0.03	)	(0.30	)	(0.33	)	—	$	7.55	(16.13	)%	0.22	%	1.45	%	1.89	%	63	%	$	1,886
Year Ended July 31, 2001†	$	10.44	0.15		(0.41	)	(0.26	)	(0.17	)	(0.67	)	(0.84	)	—	$	9.34	(2.82	)%	1.53	%	1.53	%	1.97	%	38	%	$	1,710
Period Ended July 31, 2000(a)	$	10.57	0.03		(0.12	)	(0.09	)	(0.04	)	—		(0.04	)	—	$	10.44	(0.84	)%^	0.46	%^^	1.56	%^^	1.97	%^^	97	%	$	1,241
Period Ended December 31, 1999(c)	$	9.84	0.12		0.81		0.93		(0.12	)	(0.08	)	(0.20	)	—	$	10.57	9.48	%^	2.14	%^^	1.55	%^^	6.75	%^^	76	%	$	998
GROWTH AND INCOME PORTFOLIO
Six Months Ended January 31, 2004#	$	8.86	0.03		0.83		0.86		(0.05	)	—		(0.05	)	—	$	9.67	9.68	%^	0.72	%^^	1.33	%^^	1.58	%^^	30	%	$	7,726
Year Ended July 31, 2003	$	8.32	0.06		0.56		0.62		(0.08	)	—		(0.08	)	—	$	8.86	7.45	%	0.76	%	1.37	%	1.61	%	135	%	$	3,839
Year Ended July 31, 2002	$	9.77	0.12		(1.16	)	(1.04	)	(0.13	)	(0.28	)	(0.41	)	—	$	8.32	(10.98	)%	1.31	%	1.35	%	1.58	%	69	%	$	1,607
Year Ended July 31, 2001†	$	10.53	0.24		(0.12	)	0.12		(0.25	)	(0.63	)	(0.88	)	—	$	9.77	1.09	%	2.40	%	1.37	%	1.60	%	51	%	$	1,656
Period Ended July 31, 2000(a)	$	10.50	0.10		0.02		0.12		(0.09	)	—		(0.09	)	—	$	10.53	1.13	%^	1.58	%^^	1.40	%^^	1.57	%^^	21	%	$	1,613
Period Ended December 31, 1999(b)	$	10.00	0.08		0.53		0.61		(0.08	)	(0.03	)	(0.11	)	—	$	10.50	6.10	%^	1.74	%^^	1.52	%^^	4.26	%^^	57	%	$	1,725
MODERATE GROWTH AND INCOME PORTFOLIO
Six Months Ended January 31, 2004#	$	9.01	0.04		0.67		0.71		(0.06	)	—		(0.06	)	—	$	9.66	7.93	%^	1.10	%^^	1.34	%^^	1.74	%^^	20	%	$	5,988
Year Ended July 31, 2003	$	8.56	0.09		0.50		0.59		(0.11	)	(0.03	)	(0.14	)	—	$	9.01	7.02	%	1.12	%	1.40	%	1.82	%	136	%	$	2,812
Year Ended July 31, 2002	$	9.71	0.17		(0.95	)	(0.78	)	(0.17	)	(0.20	)	(0.37	)	—	$	8.56	(8.38	)%	1.74	%	1.39	%	1.81	%	65	%	$	970
Year Ended July 31, 2001†	$	10.04	0.25		0.15		0.40		(0.28	)	(0.45	)	(0.73	)	—	$	9.71	4.09	%	2.59	%	1.51	%	1.92	%	62	%	$	1,231
Period Ended July 31, 2000(a)	$	9.96	0.13		0.07		0.20		(0.12	)	—		(0.12	)	—	$	10.04	2.00	%^	2.19	%^^	1.55	%^^	1.88	%^^	21	%	$	832
Period Ended December 31, 1999(d)	$	10.00	0.13		0.02		0.15		(0.13	)	(0.06	)	(0.19	)	—	$	9.96	1.50	%^	2.80	%^^	1.54	%^^	6.90	%^^	124	%	$	941

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Represents investments in affiliates for the Strategic Portfolios.

** Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from January 27, 1999 (commencement of operations) through December 31, 1999.

(c) For the period from February 15, 1999 (commencement of operations) through December 31, 1999.

(d) For the period from January 28, 1999 (commencement of operations) through December 31, 1999.

See notes to financial statements.

100

AMSOUTH FUNDS

Financial Highlights

B SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities					Less Dividends from												Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees		Net Asset Value, End of Period		Total Return (Excluding Redemption Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
GOVERNMENT INCOME FUND
Six Months Ended January 31, 2004#	$	10.04	0.24	—		0.24		(0.22	)	(0.01	)	(0.23	)	—	‡	$	10.05	1.97	%^	2.66	%^^	1.75	%^^	1.98	%^^	46	%	$	8,572
Year Ended July 31, 2003	$	10.26	0.33	(0.06	)	0.27		(0.34	)	(0.15	)	(0.49	)	—		$	10.04	2.61	%	3.08	%	1.76	%	1.98	%	43	%	$	10,228
Year Ended July 31, 2002	$	10.10	0.42	0.19		0.61		(0.45	)	—		(0.45	)	—		$	10.26	6.18	%	4.00	%	1.75	%	1.96	%	18	%	$	3,542
Year Ended July 31, 2001†	$	9.61	0.47	0.51		0.98		(0.49	)	—		(0.49	)	—		$	10.10	10.36	%	4.65	%	1.74	%	1.95	%	25	%	$	1,635
Period Ended July 31, 2000(a)	$	9.48	0.18	0.10		0.28		(0.15	)	—		(0.15	)	—		$	9.61	2.98	%^	4.77	%^^	1.75	%^^	1.98	%^^	42	%	$	520
LIMITED TERM BOND FUND
Six Months Ended January 31, 2004#	$	10.64	0.08	0.02		0.10		(0.12	)	—		(0.12	)	—	‡	$	10.62	0.92	%^	1.60	%^^	1.72	%^^	1.96	%^^	10	%	$	21,882
Year Ended July 31, 2003	$	10.69	0.28	0.01		0.29		(0.34	)	—		(0.34	)	—		$	10.64	2.76	%	2.52	%	1.73	%	1.97	%	32	%	$	23,190
Year Ended July 31, 2002	$	10.54	0.42	0.17		0.59		(0.44	)	—		(0.44	)	—		$	10.69	5.69	%	3.78	%	1.75	%	1.96	%	29	%	$	10,307
Year Ended July 31, 2001†	$	10.13	0.49	0.42		0.91		(0.50	)	—		(0.50	)	—		$	10.54	9.20	%	4.66	%	1.75	%	1.97	%	44	%	$	2,614
Year Ended July 31, 2000	$	10.27	0.48	(0.10	)	0.38		(0.52	)	—		(0.52	)	—		$	10.13	3.85	%	4.79	%	1.76	%	1.99	%	34	%	$	1,815
Period Ended July 31, 1999(b)	$	10.58	0.27	(0.30	)	(0.03	)	(0.28	)	—		(0.28	)	—		$	10.27	(0.33	%)^	4.61	%^^	1.69	%^^	1.96	%^^	39	%	$	1,599
BOND FUND
Six Months Ended January 31, 2004#	$	11.30	0.17	0.12		0.29		(0.19	)	(0.09	)	(0.28	)	—	‡	$	11.31	2.61	%^	2.88	%^^	1.74	%^^	1.97	%^^	16	%	$	8,530
Year Ended July 31, 2003	$	11.40	0.37	0.11		0.48		(0.43	)	(0.15	)	(0.58	)	—		$	11.30	4.27	%	3.24	%	1.74	%	1.97	%	33	%	$	10,168
Year Ended July 31, 2002	$	11.10	0.43	0.37		0.80		(0.47	)	(0.03	)	(0.50	)	—		$	11.40	7.43	%	3.90	%	1.74	%	1.95	%	35	%	$	9,796
Year Ended July 31, 2001†	$	10.50	0.50	0.61		1.11		(0.51	)	—		(0.51	)	—		$	11.10	10.77	%	4.55	%	1.73	%	1.95	%	24	%	$	7,342
Year Ended July 31, 2000	$	10.60	0.49	(0.05	)	0.44		(0.52	)	(0.02	)	(0.54	)	—		$	10.50	4.30	%	4.72	%	1.74	%	1.96	%	27	%	$	3,636
Year Ended July 31, 1999	$	11.04	0.50	(0.31	)	0.19		(0.50	)	(0.13	)	(0.63	)	—		$	10.60	1.58	%	4.63	%	1.71	%	1.95	%	18	%	$	2,521

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from March 13, 2000 (commencement of operations) through July 31, 2000.

(b) For the period from January 21, 1999 (commencement of operations) through July 31, 1999.

See notes to financial statements.

101

AMSOUTH FUNDS

Financial Highlights

B SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities					Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return (Excluding Redemption Charge)		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
MUNICIPAL BOND FUND
Six Months Ended January 31, 2004#	$	10.31	0.14	0.17		0.31		(0.16	)	(0.01	)	(0.17	)	—	$	10.45	3.06	%^	2.57	%^^	1.63	%^^	1.96	%^^	0	%	$	4,258
Year Ended July 31, 2003	$	10.36	0.27	(0.04	)	0.23		(0.25	)	(0.03	)	(0.28	)	—	$	10.31	2.19	%	2.61	%	1.64	%	1.96	%	7	%	$	4,496
Year Ended July 31, 2002	$	10.17	0.30	0.22		0.52		(0.32	)	(0.01	)	(0.33	)	—	$	10.36	5.20	%	2.95	%	1.64	%	1.95	%	10	%	$	3,844
Year Ended July 31, 2001†	$	9.75	0.32	0.41		0.73		(0.31	)	—		(0.31	)	—	$	10.17	7.60	%	3.12	%	1.64	%	1.95	%	5	%	$	1,777
Year Ended July 31, 2000	$	9.87	0.31	(0.05	)	0.26		(0.33	)	(0.05	)	(0.38	)	—	$	9.75	2.75	%	3.30	%	1.64	%	1.96	%	9	%	$	889
Period Ended July 31, 1999(a)	$	10.28	0.14	(0.41	)	(0.27	)	(0.14	)	—		(0.14	)	—	$	9.87	(2.60	)%^	3.17	%^^	1.60	%^^	1.87	%^^	21	%	$	16
FLORIDA TAX-EXEMPT FUND
Six Months Ended January 31, 2004#	$	10.68	0.13	0.20		0.33		(0.13	)	(0.01	)	(0.14	)	—	$	10.87	3.16	%^	2.46	%^^	1.58	%^^	1.94	%^^	4	%	$	3,769
Year Ended July 31, 2003	$	10.76	0.29	(0.08	)	0.21		(0.29	)	—		(0.29	)	—	$	10.68	1.91	%	2.61	%	1.59	%	2.00	%	6	%	$	3,807
Year Ended July 31, 2002	$	10.49	0.29	0.28		0.57		(0.30	)	—		(0.30	)	—	$	10.76	5.56	%	2.90	%	1.62	%	2.01	%	13	%	$	2,647
Year Ended July 31, 2001†	$	10.15	0.32	0.34		0.66		(0.32	)	—		(0.32	)	—	$	10.49	6.61	%	3.03	%	1.64	%	2.04	%	7	%	$	1,385
Year Ended July 31, 2000	$	10.20	0.32	(0.01	)	0.31		(0.33	)	(0.03	)	(0.36	)	—	$	10.15	3.14	%	3.22	%	1.62	%	2.05	%	11	%	$	729
Period Ended July 31, 1999(b)	$	10.52	0.12	(0.30	)	(0.18	)	(0.14	)	—		(0.14	)	—	$	10.20	1.77	%^	3.06	%^^	1.49	%^^	2.00	%^^	34	%	$	569
TENNESSEE TAX-EXEMPT FUND
Six Months Ended January 31, 2004#	$	10.34	0.10	0.19		0.29		(0.11	)	(0.05	)	(0.16	)	—	$	10.47	2.84	%^	1.94	%^^	1.78	%^^	2.06	%^^	0	%	$	2,989
Year Ended July 31, 2003	$	10.38	0.20	(0.04	)	0.16		(0.20	)	—		(0.20	)	—	$	10.34	1.56	%	1.95	%	1.82	%	2.09	%	21	%	$	2,936
Year Ended July 31, 2002	$	10.12	0.24	0.26		0.50		(0.24	)	—		(0.24	)	—	$	10.38	4.98	%	2.29	%	1.82	%	2.07	%	60	%	$	1,839
Year Ended July 31, 2001†	$	9.76	0.29	0.36		0.65		(0.29	)	—		(0.29	)	—	$	10.12	6.75	%	2.85	%	1.84	%	2.08	%	123	%	$	1,432
Period Ended July 2000(c)	$	9.57	0.17	0.18		0.35		(0.16	)	—		(0.16	)	—	$	9.76	3.74	%^	3.07	%^^	1.83	%^^	1.96	%^^	23	%	$	1,054
Year Ended December 31, 1999	$	10.21	0.27	(0.64	)	(0.37	)	(0.27	)	—		(0.27	)	—	$	9.57	(3.65	)%	2.72	%	1.84	%	1.85	%	64	%	$	1,288
Period Ended December 31, 1998(d)	$	10.22	0.26	0.06		0.32		(0.26	)	(0.07	)	(0.33	)	—	$	10.21	3.17	%^	2.50	%^^	1.95	%^^	(e	)	155	%	$	1,397

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from February 3, 1999 (commencement of operations) through July 31, 1999.

(b) For the period from March 16, 1999 (commencement of operations) through July 31, 1999.

(c) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(d) For the period from February 24, 1998 (commencement of operations) through December 31, 1998.

(e) There were no fee reductions in this period.

See notes to financial statements.

102

AMSOUTH FUNDS

Financial Highlights

B SHARES†

Selected data for a share outstanding throughout the period indicated.

											Ratios(to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Less Dividends from Net Investment Income		Redemption Fees	Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Net Assets, End of Period (000’s)
PRIME MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.001	(0.001	)	—	$	1.000	0.08	%^	0.15	%^^	0.94	%^^	1.72	%^^	$	2,928
Year Ended July 31, 2003	$	1.000	0.003	(0.003	)	—	$	1.000	0.26	%	0.26	%	1.18	%	1.72	%	$	3,567
Year Ended July 31, 2002	$	1.000	0.008	(0.008	)	—	$	1.000	0.77	%	0.71	%	1.54	%	1.69	%	$	3,891
Year Ended July 31, 2001	$	1.000	0.042	(0.042	)	—	$	1.000	4.25	%	3.75	%	1.52	%	1.69	%	$	1,908
Year Ended July 31, 2000	$	1.000	0.042	(0.042	)	—	$	1.000	4.31	%	4.35	%	1.61	%	1.69	%	$	727
Year Ended July 31, 1999	$	1.000	0.035	(0.035	)	—	$	1.000	3.55	%	4.51	%	1.69	%	1.70	%	$	224
INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.002	(0.002	)	—	$	1.000	0.17	%^	0.35	%^^	0.75	%^^	0.91	%^^	$	83,233
Year Ended July 31, 2003	$	1.000	0.007	(0.007	)	—	$	1.000	0.68	%	0.77	%	0.76	%	0.91	%	$	91,824
Year Ended July 31, 2002	$	1.000	0.016	(0.016	)	—	$	1.000	1.58	%	1.50	%	0.75	%	0.89	%	$	210,031
Year Ended July 31, 2001	$	1.000	0.049	(0.049	)	—	$	1.000	5.04	%	4.81	%	0.75	%	0.90	%	$	169,676
Year Ended July 31, 2000	$	1.000	0.052	(0.052	)	—	$	1.000	5.29	%	5.43	%	0.71	%	0.91	%	$	114,401
Period Ended July 31, 1999(a)	$	1.000	0.018	(0.018	)	—	$	1.000	1.84	%^	4.22	%^^	0.74	%^^	0.97	%^^	$	13,575

# Unaudited.

† Represents Class 3 Shares for Institutional Prime Obligations Money Market Fund.

^ Not annualized.

^^ Annualized.

(a) For the period from February 22, 1999 (commencement of operations) through July 31, 1999.

See notes to financial statements.

103

AMSOUTH FUNDS

Financial Highlights

I SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities					Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments and Futures		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
VALUE FUND
Six Months Ended January 31, 2004#	$	13.04	0.06	1.97		2.03		(0.07	)	—		(0.07	)	—	$	15.00	15.63	%^	0.98	%^^	1.19	%^^	1.28	%^^	16	%	$	411,646
Year Ended July 31, 2003	$	12.74	0.16	0.81		0.97		(0.15	)	(0.52	)	(0.67	)	—	$	13.04	8.21	%	1.32	%	1.20	%	1.29	%	117	%	$	390,734
Year Ended July 31, 2002	$	20.34	0.11	(5.99	)	(5.88	)	(0.11	)	(1.61	)	(1.72	)	—	$	12.74	(31.09	)%	0.64	%	1.20	%	1.26	%	59	%	$	420,054
Year Ended July 31, 2001†	$	19.53	0.15	3.59		3.74		(0.16	)	(2.77	)	(2.93	)	—	$	20.34	21.10	%	0.76	%	1.19	%	1.25	%	43	%	$	565,484
Year Ended July 31, 2000	$	25.27	0.28	(2.24	)	(1.96	)	(0.28	)	(3.50	)	(3.78	)	—	$	19.53	(8.11	)%	1.30	%	1.13	%	1.15	%	17	%	$	560,804
Year Ended July 31, 1999	$	24.57	0.26	3.16		3.42		(0.25	)	(2.47	)	(2.72	)	—	$	25.27	15.43	%	1.07	%	1.08	%	1.09	%	18	%	$	960,660
SELECT EQUITY FUND
Six Months Ended January 31, 2004#	$	11.93	0.05	1.78		1.83		(0.05	)	(0.10	)	(0.15	)	—	$	13.61	15.33	%^	0.65	%^^	1.15	%^^	1.31	%^^	18	%	$	66,756
Year Ended July 31, 2003	$	11.01	0.07	0.91		0.98		(0.06	)	—		(0.06	)	—	$	11.93	8.96	%	0.57	%	1.19	%	1.39	%	8	%	$	44,620
Year Ended July 31, 2002	$	11.25	0.04	(0.25	)	(0.21	)	(0.03	)	—		(0.03	)	—	$	11.01	(1.84	)%	0.42	%	1.33	%	1.63	%	38	%	$	8,419
Year Ended July 31, 2001†	$	8.73	0.02	2.52		2.54		(0.02	)	—		(0.02	)	—	$	11.25	29.12	%	0.19	%	1.56	%	1.97	%	19	%	$	7,043
Year Ended July 31, 2000†	$	11.89	0.09	(2.36	)	(2.27	)	(0.08	)	(0.81	)	(0.89	)	—	$	8.73	(19.72	)%	0.88	%	1.25	%	1.78	%	25	%	$	5,100
Period Ended July 31, 1999(a)	$	11.52	0.04	0.38		0.42		(0.04	)	(0.01	)	(0.05	)	—	$	11.89	3.63	%^	0.65	%^^	0.99	%^^	1.58	%^^	10	%	$	10,420
ENHANCED MARKET FUND
Six Months Ended January 31, 2004#	$	9.88	0.05	1.48		1.53		(0.05	)	—		(0.05	)	—	$	11.36	15.52	%^	0.94	%^^	0.80	%^^	0.95	%^^	12	%	$	135,360
Year Ended July 31, 2003	$	9.17	0.08	0.71		0.79		(0.08	)	—		(0.08	)	—	$	9.88	8.71	%	0.92	%	0.83	%	1.00	%	27	%	$	98,133
Year Ended July 31, 2002	$	12.28	0.06	(2.97	)	(2.91	)	(0.04	)	(0.16	)	(0.20	)	—	$	9.17	(24.00	)%	0.53	%	0.93	%	1.10	%	34	%	$	6,793
Year Ended July 31, 2001†	$	14.65	0.06	(2.17	)	(2.11	)	(0.04	)	(0.22	)	(0.26	)	—	$	12.28	(14.53	)%	0.43	%	0.90	%	1.04	%	42	%	$	15,469
Year Ended July 31, 2000	$	13.86	0.10	1.23		1.33		(0.09	)	(0.45	)	(0.54	)	—	$	14.65	9.73	%	0.65	%	0.81	%	0.98	%	30	%	$	31,622
Period Ended July 31, 1999(b)	$	12.18	0.07	1.71		1.78		(0.07	)	(0.03	)	(0.10	)	—	$	13.86	14.71	%^	0.90	%^^	0.74	%^^	1.29	%^^	36	%	$	14,273
LARGE CAP FUND
Six Months Ended January 31, 2004#	$	16.40	0.01	2.15		2.16		(0.01	)	—		(0.01	)	—	$	18.55	13.15	%^	0.06	%^^	1.11	%^^	1.29	%^^	10	%	$	280,767
Year Ended July 31, 2003	$	15.49	0.03	1.54		1.57		(0.03	)	(0.63	)	(0.66	)	—	$	16.40	10.65	%	0.25	%	1.11	%	1.29	%	7	%	$	393,743
Year Ended July 31, 2002	$	21.25	0.02	(4.58	)	(4.56	)	(0.01	)	(1.19	)	(1.20	)	—	$	15.49	(22.64	)%	0.10	%	1.11	%	1.27	%	11	%	$	393,942
Year Ended July 31, 2001†	$	28.14	—	(2.83	)	(2.83	)	—		(4.06	)	(4.06	)	—	$	21.25	(11.60	)%	(0.01	)%	1.10	%	1.26	%	10	%	$	521,412
Period Ended July 31, 2000(c)	$	28.01	—	0.14		0.14		(0.01	)	—		(0.01	)	—	$	28.14	(0.50	)%^	0.00	%^^	1.07	%^^	1.22	%^^	10	%	$	694,107
Year Ended December 31, 1999†	$	27.54	0.03	5.07		5.10		(0.03	)	(4.60	)	(4.63	)	—	$	28.01	18.84	%	0.11	%	1.04	%	1.14	%	15	%	$	706,313
Year Ended December 31, 1998(d)	$	25.52	—	2.02		2.02		—		—		—		—	$	27.54	7.92	%^	0.20	%^^	1.04	%^^	1.09	%^^	3	%	$	786,462

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from December 3, 1998 (commencement of operations) through July 31, 1999.

(b) For the period from December 11, 1998 (commencement of operations) through July 31, 1999.

(c) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(d) For the period from December 14, 1998 (commencement of operations) through December 31, 1998.

See notes to financial statements.

104

AMSOUTH FUNDS

Financial Highlights

I SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from												Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments, Futures, and Foreign Currencies		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees		Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
CAPITAL GROWTH FUND
Six Months Ended January 31, 2004#	$	8.74	(0.01	)	1.11		1.10		—		—		—		—		$	9.84	12.59	%^	(0.26	)%^^	1.15	%^^	1.28	%^^	58	%	$	250,578
Year Ended July 31, 2003	$	7.94	(0.03	)	0.83		0.80		—		—		—		—		$	8.74	10.08	%	(0.31	)%	1.16	%	1.28	%	151	%	$	224,798
Year Ended July 31, 2002	$	10.82	(0.04	)	(2.84	)	(2.88	)	—		—		—		—		$	7.94	(26.62	)%	(0.48	)%	1.15	%	1.27	%	115	%	$	242,193
Year Ended July 31, 2001†	$	14.89	(0.06	)	(2.85	)	(2.91	)	—		(1.16	)	(1.16	)	—		$	10.82	(21.11	)%	(0.50	)%	1.11	%	1.26	%	100	%	$	299,177
Period Ended July 31, 2000(a)	$	14.27	(0.02	)	0.64		0.62		—		—		—		—		$	14.89	4.36	%^	(0.26	)%^^	1.11	%^^	1.22	%^^	91	%	$	298,771
Year Ended December 31, 1999†	$	14.09	(0.01	)	2.95		2.94		—		(2.76	)	(2.76	)	—		$	14.27	22.09	%	(0.09	)%	1.07	%	1.08	%	178	%	$	241,810
Year Ended December 31, 1998	$	12.69	0.01		3.88		3.89		(0.01	)	(2.48	)	(2.49	)	—		$	14.09	32.40	%	0.07	%	1.02	%	1.03	%	152	%	$	173,542
MID CAP FUND
Six Months Ended January 31, 2004#	$	10.44	0.01		2.05		2.06		(0.01	)	—		(0.01	)	—	‡	$	12.49	19.75	%^	0.23	%^^	0.96	%^^	1.49	%^^	78	%	$	115,927
Year Ended July 31, 2003	$	9.40	0.02		1.04		1.06		(0.02	)	—		(0.02	)	—		$	10.44	11.26	%	0.23	%	0.99	%	1.54	%	59	%	$	117,498
Year Ended July 31, 2002	$	12.06	(0.13	)	(2.53	)	(2.66	)	—		—		—		—		$	9.40	(22.06	)%	(1.16	)%	1.51	%	1.73	%	221	%	$	30,453
Year Ended July 31, 2001†	$	16.70	(0.15	)	(4.49	)	(4.64	)	—		—		—		—		$	12.06	(27.78	)%	(1.03	)%	1.42	%	1.55	%	120	%	$	41,611
Period Ended July 31, 2000(a)†	$	17.37	(0.11	)	(0.56	)	(0.67	)	—		—		—		—		$	16.70	(3.86	)%^	(1.08	)%^^	1.46	%^^	1.53	%^^	39	%	$	63,696
Period Ended December 31, 1999(b)†	$	10.00	(0.12	)	7.49		7.37		—		—		—		—		$	17.37	73.70	%^	(1.47	)%^^	2.18	%^^	2.18	%^^	20	%	$	37,186
SMALL CAP FUND
Six Months Ended January 31, 2004#	$	7.31	(0.05	)	1.17		1.12		—		—		—		—	‡	$	8.43	15.32	%^	(1.14	)%^^	1.44	%^^	1.67	%^^	92	%	$	198,303
Year Ended July 31, 2003	$	7.21	(0.07	)	0.17		0.10		—		—		—		—		$	7.31	1.39	%	(1.11	)%	1.45	%	1.68	%	221	%	$	174,741
Year Ended July 31, 2002	$	10.22	(0.08	)	(2.93	)	(3.01	)	—		—		—		—		$	7.21	(29.45	)%	(1.11	)%	1.46	%	1.67	%	227	%	$	139,099
Year Ended July 31, 2001†	$	12.61	(0.12	)	(1.06	)	(1.18	)	—		(1.21	)	(1.21	)	—		$	10.22	(10.16	)%	(1.07	)%	1.46	%	1.67	%	220	%	$	172,735
Year Ended July 31, 2000	$	8.44	(0.07	)	4.24		4.17		—		—		—		—		$	12.61	49.41	%	(1.01	)%	1.42	%	1.70	%	318	%	$	162,215
Year Ended July 31, 1999	$	9.15	(0.03	)	(0.68	)	(0.71	)	—		—		—		—		$	8.44	(7.76	)%	(0.82	)%	1.39	%	2.38	%	208	%	$	21,777
INTERNATIONAL EQUITY FUND
Six Months Ended January 31, 2004#	$	8.73	0.02		2.74		2.76		(0.11	)	—		(0.11	)	—	‡	$	11.38	31.63	%^	0.20	%^^	1.17	%^^	1.72	%^^	4	%	$	352,474
Year Ended July 31, 2003	$	7.83	0.02		0.89		0.91		(0.02	)	—		(0.02	)	0.01		$	8.73	11.73	%	1.52	%	1.21	%	1.76	%	18	%	$	254,783
Year Ended July 31, 2002	$	9.50	0.04		(1.70	)	(1.66	)	(0.01	)	—		(0.01	)	—		$	7.83	(17.49	)%	0.56	%	1.45	%	1.79	%	160	%	$	185,374
Year Ended July 31, 2001†	$	12.37	0.06		(2.53	)	(2.47	)	(0.04	)	(0.36	)	(0.40	)	—		$	9.50	(20.50	)%	0.59	%	1.47	%	1.79	%	45	%	$	145,744
Period Ended July 31, 2000(a)†	$	13.27	0.06		(0.96	)	(0.90	)	—		—		—		—		$	12.37	(6.71	)%^	0.83	%^^	1.59	%^^	1.88	%^^	32	%	$	105,034
Year Ended December 31, 1999	$	10.58	0.08		2.75		2.83		(0.14	)	—		(0.14	)	—		$	13.27	26.72	%	0.80	%	1.56	%	1.84	%	40	%	$	46,104
Period Ended December 31, 1998(c)	$	10.05	(0.01	)	0.54		0.53		—		—		—		—		$	10.58	5.27	%^	(1.47	)%^^	1.61	%^^	1.89	%^^	62	%	$	27,977

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from May 4, 1999 (commencement of operations) through December 31, 1999.

(c) For the period from December 14, 1998 (commencement of operations) through December 31, 1998.

See notes to financial statements.

105

AMSOUTH FUNDS

Financial Highlights

I SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities						Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gains (Losses) from Investments*		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate**		Net Assets, End of Period (000’s)
BALANCED FUND
Six Months Ended January 31, 2004#	$	11.38	0.11		1.03		1.14		(0.12	)	—		(0.12	)	—	$	12.40	10.07	%^	1.82	%^^	1.16	%^^	1.31	%^^	19	%	$	62,051
Year Ended July 31, 2003	$	10.90	0.23		0.66		0.89		(0.27	)	(0.14	)	(0.41	)	—	$	11.38	8.49	%	2.19	%	1.19	%	1.32	%	86	%	$	62,776
Year Ended July 31, 2002	$	12.45	0.32		(1.18	)	(0.86	)	(0.33	)	(0.36	)	(0.69	)	—	$	10.90	(7.27	)%	2.72	%	1.19	%	1.31	%	34	%	$	68,542
Year Ended July 31, 2001†	$	12.47	0.40		1.26		1.66		(0.41	)	(1.27	)	(1.68	)	—	$	12.45	14.09	%	3.16	%	1.16	%	1.27	%	14	%	$	102,780
Year Ended July 31, 2000	$	14.93	0.46		(0.64	)	(0.18	)	(0.50	)	(1.78	)	(2.28	)	—	$	12.47	(0.90	)%	3.50	%	1.13	%	1.17	%	16	%	$	166,797
Year Ended July 31, 1999	$	15.18	0.44		0.95		1.39		(0.44	)	(1.20	)	(1.64	)	—	$	14.93	9.74	%	2.93	%	1.09	%	1.10	%	23	%	$	319,016
AGGRESSIVE GROWTH PORTFOLIO
Six Months Ended January 31, 2004#	$	7.73	0.01		1.15		1.16		(0.01	)	—		(0.01	)	—	$	8.88	15.00	%^	0.31	%^^	0.53	%^^	0.87	%^^	18	%	$	16,690
Year Ended July 31, 2003	$	7.03	—		0.70		0.70		—		—		—		—	$	7.73	9.97	%	0.03	%	0.61	%	0.99	%	100	%	$	14,403
Year Ended July 31, 2002	$	9.90	(0.02	)	(2.21	)	(2.23	)	—		(0.64	)	(0.64	)	—	$	7.03	(23.78	)%	(0.23	)%	0.68	%	1.04	%	50	%	$	13,497
Year Ended July 31, 2001†	$	11.51	0.14		(0.44	)	(0.30	)	(0.15	)	(1.16	)	(1.31	)	—	$	9.90	(3.30	)%	1.34	%	0.72	%	1.08	%	36	%	$	23,313
Period Ended July 31, 2000(a)	$	11.53	0.02		(0.02	)	—		(0.02	)	—		(0.02	)	—	$	11.51	0.01	%^	0.38	%^^	0.75	%^^	1.09	%^^	22	%	$	20,485
Period Ended December 31, 1999(b)	$	10.05	0.12		1.52		1.64		(0.12	)	(0.04	)	(0.16	)	—	$	11.53	16.31	%^	3.23	%^^	0.73	%^^	2.10	%^^	95	%	$	18,847
GROWTH PORTFOLIO
Six Months Ended January 31, 2004#	$	8.24	0.05		0.97		1.02		(0.05	)	—		(0.05	)	—	$	9.21	12.38	%^	1.00	%^^	0.49	%^^	0.85	%^^	63	%	$	10,780
Year Ended July 31, 2003	$	7.62	0.07		0.62		0.69		(0.07	)	—		(0.07	)	—	$	8.24	9.19	%	1.01	%	0.55	%	0.95	%	128	%	$	10,632
Year Ended July 31, 2002	$	9.42	0.09		(1.50	)	(1.41	)	(0.09	)	(0.30	)	(0.39	)	—	$	7.62	(15.50	)%	1.03	%	0.66	%	1.05	%	63	%	$	11,930
Year Ended July 31, 2001†	$	10.51	0.24		(0.42	)	(0.18	)	(0.24	)	(0.67	)	(0.91	)	—	$	9.42	(1.98	)%	2.40	%	0.73	%	1.12	%	38	%	$	18,048
Period Ended July 31, 2000(a)	$	10.61	0.08		(0.11	)	(0.03	)	(0.07	)	—		(0.07	)	—	$	10.51	(0.29	)%^	1.28	%^^	0.76	%^^	1.10	%^^	97	%	$	19,495
Period Ended December 31, 1999(c)	$	10.00	0.16		0.69		0.85		(0.16	)	(0.08	)	(0.24	)	—	$	10.61	8.59	%^	4.82	%^^	0.73	%^^	3.14	%^^	76	%	$	11,372
GROWTH AND INCOME PORTFOLIO
Six Months Ended January 31, 2004#	$	8.91	0.08		0.82		0.90		(0.08	)	—		(0.08	)	—	$	9.73	10.10	%^	1.48	%^^	0.53	%^^	0.73	%^^	30	%	$	55,092
Year Ended July 31, 2003	$	8.36	0.14		0.55		0.69		(0.14	)	—		(0.14	)	—	$	8.91	8.32	%	1.60	%	0.57	%	0.76	%	135	%	$	51,660
Year Ended July 31, 2002	$	9.80	0.20		(1.16	)	(0.96	)	(0.20	)	(0.28	)	(0.48	)	—	$	8.36	(10.19	)%	2.07	%	0.55	%	0.73	%	69	%	$	55,180
Year Ended July 31, 2001†	$	10.56	0.32		(0.12	)	0.20		(0.33	)	(0.63	)	(0.96	)	—	$	9.80	1.84	%	3.25	%	0.57	%	0.75	%	51	%	$	74,878
Period Ended July 31, 2000(a)	$	10.51	0.14		0.03		0.17		(0.12	)	—		(0.12	)	—	$	10.56	1.64	%^	2.39	%^^	0.58	%^^	0.72	%^^	21	%	$	87,453
Period Ended December 31, 1999(d)	$	9.85	0.13		0.69		0.82		(0.13	)	(0.03	)	(0.16	)	—	$	10.51	8.40	%^	3.43	%^^	0.70	%^^	0.98	%^^	57	%	$	86,700
MODERATE GROWTH AND INCOME PORTFOLIO
Six Months Ended January 31, 2004#	$	9.07	0.08		0.67		0.75		(0.09	)	—		(0.09	)	—	$	9.73	8.35	%^	1.86	%^^	0.55	%^^	0.89	%^^	20	%	$	19,007
Year Ended July 31, 2003	$	8.61	0.17		0.49		0.66		(0.17	)	(0.03	)	(0.20	)	—	$	9.07	7.87	%	1.99	%	0.59	%	0.96	%	136	%	$	17,500
Year Ended July 31, 2002	$	9.76	0.23		(0.95	)	(0.72	)	(0.23	)	(0.20	)	(0.43	)	—	$	8.61	(7.65	)%	2.54	%	0.59	%	0.97	%	65	%	$	17,843
Year Ended July 31, 2001†	$	10.08	0.34		0.14		0.48		(0.35	)	(0.45	)	(0.80	)	—	$	9.76	4.93	%	3.48	%	0.71	%	1.09	%	62	%	$	20,264
Period Ended July 31, 2000(a)	$	9.98	0.18		0.07		0.25		(0.15	)	—		(0.15	)	—	$	10.08	2.50	%^	3.03	%^^	0.74	%^^	1.03	%^^	21	%	$	20,081
Period Ended December 31, 1999(e)	$	9.88	0.20		0.16		0.36		(0.20	)	(0.06	)	(0.26	)	—	$	9.98	3.64	%^	4.46	%^^	0.73	%^^	1.87	%^^	124	%	$	21,384

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(b) For the period from January 28, 1999 (commencement of operations) through December 31, 1999.

(c) For the period from February 1, 1999 (commencement of operations) through December 31, 1999.

(d) For the period from February 8, 1999 (commencement of operations) through December 31, 1999.

(e) For the period from February 10, 1999 (commencement of operations) through December 31, 1999.

See notes to financial statements.

106

AMSOUTH FUNDS

Financial Highlights

I SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities				Less Dividends from												Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities	Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees		Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
GOVERNMENT INCOME FUND
Six Months Ended January 31, 2004#	$	10.05	0.13	0.05		0.18	(0.17	)	(0.01	)	(0.18	)	—	‡	$	10.05	2.34	%^	3.55	%^^	0.85	%^^	1.13	%^^	46	%	$	236,203
Year Ended July 31, 2003	$	10.26	0.42	(0.05	)	0.37	(0.43	)	(0.15	)	(0.58	)	—		$	10.05	3.62	%	4.08	%	0.86	%	1.13	%	43	%	$	253,447
Year Ended July 31, 2002	$	10.10	0.49	0.21		0.70	(0.54	)	—		(0.54	)	—		$	10.26	7.12	%	4.88	%	0.85	%	1.11	%	18	%	$	263,211
Year Ended July 31, 2001†	$	9.61	0.56	0.50		1.06	(0.57	)	—		(0.57	)	—		$	10.10	11.30	%	5.62	%	0.84	%	1.10	%	25	%	$	302,099
Year Ended July 31, 2000	$	9.62	0.57	(0.03	)	0.54	(0.55	)	—		(0.55	)	—		$	9.61	5.91	%	5.68	%	0.85	%	1.13	%	42	%	$	356,642
Year Ended July 31, 1999	$	9.87	0.54	(0.26	)	0.28	(0.53	)	—		(0.53	)	—		$	9.62	2.72	%	5.44	%	0.60	%	1.65	%	27	%	$	3,150
LIMITED TERM BOND FUND
Six Months Ended January 31, 2004#	$	10.66	0.14	0.01		0.15	(0.17	)	—		(0.17	)	—	‡	$	10.64	1.37	%^	2.49	%^^	0.82	%^^	1.11	%^^	10	%	$	216,611
Year Ended July 31, 2003	$	10.70	0.38	0.02		0.40	(0.44	)	—		(0.44	)	—		$	10.66	3.76	%	3.52	%	0.83	%	1.12	%	32	%	$	181,187
Year Ended July 31, 2002	$	10.55	0.50	0.18		0.68	(0.53	)	—		(0.53	)	—		$	10.70	6.57	%	4.71	%	0.86	%	1.12	%	29	%	$	151,819
Year Ended July 31, 2001†	$	10.13	0.58	0.43		1.01	(0.59	)	—		(0.59	)	—		$	10.55	10.26	%	5.59	%	0.86	%	1.12	%	44	%	$	155,261
Year Ended July 31, 2000	$	10.29	0.59	(0.12	)	0.47	(0.63	)	—		(0.63	)	—		$	10.13	4.71	%	5.74	%	0.82	%	1.07	%	34	%	$	177,323
Year Ended July 31, 1999	$	10.43	0.59	(0.16	)	0.43	(0.57	)	—		(0.57	)	—		$	10.29	4.14	%	5.60	%	0.71	%	0.98	%	39	%	$	109,554
BOND FUND
Six Months Ended January 31, 2004#	$	11.33	0.23	0.13		0.36	(0.25	)	(0.09	)	(0.34	)	—	‡	$	11.35	3.16	%^	3.78	%^^	0.84	%^^	1.12	%^^	16	%	$	593,786
Year Ended July 31, 2003	$	11.43	0.49	0.10		0.59	(0.54	)	(0.15	)	(0.69	)	—		$	11.33	5.19	%	4.14	%	0.84	%	1.12	%	33	%	$	599,249
Year Ended July 31, 2002	$	11.13	0.53	0.37		0.90	(0.57	)	(0.03	)	(0.60	)	—		$	11.43	8.34	%	4.77	%	0.84	%	1.10	%	35	%	$	588,979
Year Ended July 31, 2001†	$	10.52	0.60	0.61		1.21	(0.60	)	—		(0.60	)	—		$	11.13	11.79	%	5.47	%	0.84	%	1.10	%	24	%	$	609,708
Year Ended July 31, 2000	$	10.63	0.59	(0.06	)	0.53	(0.62	)	(0.02	)	(0.64	)	—		$	10.52	5.24	%	5.66	%	0.78	%	1.03	%	27	%	$	501,550
Year Ended July 31, 1999	$	11.05	0.61	(0.30	)	0.31	(0.60	)	(0.13	)	(0.73	)	—		$	10.63	2.68	%	5.57	%	0.71	%	0.95	%	18	%	$	380,226

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

‡ Less than one cent per share.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

See notes to financial statements.

107

AMSOUTH FUNDS

Financial Highlights

I SHARES

Selected data for a share outstanding throughout the period indicated.

			Investment Activities					Less Dividends from											Ratios (to average net assets)/Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities		Net Investment Income		Net Realized Gains from Investment Transactions		Total Dividends		Redemption Fees	Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Portfolio Turnover Rate*		Net Assets, End of Period (000’s)
MUNICIPAL BOND FUND
Six Months Ended January 31, 2004#	$	10.33	0.18	0.18		0.36		(0.20	)	(0.01	)	(0.21	)	—	$	10.48	3.52	%^	3.46	%^^	0.73	%^^	1.11	%^^	0	%	$	348,425
Year Ended July 31, 2003	$	10.38	0.37	(0.04	)	0.33		(0.35	)	(0.03	)	(0.38	)	—	$	10.33	3.21	%	3.51	%	0.74	%	1.11	%	7	%	$	351,021
Year Ended July 31, 2002	$	10.19	0.40	0.21		0.61		(0.41	)	(0.01	)	(0.42	)	—	$	10.38	6.10	%	3.89	%	0.75	%	1.10	%	10	%	$	371,126
Year Ended July 31, 2001†	$	9.77	0.41	0.41		0.82		(0.40	)	—		(0.40	)	—	$	10.19	8.52	%	4.04	%	0.74	%	1.10	%	5	%	$	380,330
Year Ended July 31, 2000	$	9.87	0.41	(0.05	)	0.36		(0.41	)	(0.05	)	(0.46	)	—	$	9.77	3.85	%	4.25	%	0.68	%	1.02	%	9	%	$	387,511
Year Ended July 31, 1999	$	10.14	0.42	(0.18	)	0.24		(0.40	)	(0.11	)	(0.51	)	—	$	9.87	2.30	%	4.11	%	0.61	%	0.95	%	21	%	$	321,293
FLORIDA TAX-EXEMPT FUND
Six Months Ended January 31, 2004#	$	10.71	0.18	0.20		0.38		(0.18	)	(0.01	)	(0.19	)	—	$	10.90	3.61	%^	3.35	%^^	0.68	%^^	1.09	%^^	4	%	$	55,547
Year Ended July 31, 2003	$	10.80	0.38	(0.09	)	0.29		(0.38	)	—		(0.38	)	—	$	10.71	2.72	%	3.51	%	0.69	%	1.15	%	6	%	$	50,536
Year Ended July 31, 2002	$	10.52	0.40	0.27		0.67		(0.39	)	—		(0.39	)	—	$	10.80	6.54	%	3.80	%	0.72	%	1.16	%	13	%	$	54,901
Year Ended July 31, 2001†	$	10.16	0.41	0.36		0.77		(0.41	)	—		(0.41	)	—	$	10.52	7.72	%	3.95	%	0.75	%	1.19	%	7	%	$	57,181
Year Ended July 31, 2000	$	10.22	0.42	(0.02	)	0.40		(0.43	)	(0.03	)	(0.46	)	—	$	10.16	4.02	%	4.19	%	0.65	%	1.11	%	11	%	$	61,877
Year Ended July 31, 1999	$	10.46	0.43	(0.20	)	0.23		(0.41	)	(0.06	)	(0.47	)	—	$	10.22	2.16	%	4.10	%	0.49	%	1.01	%	34	%	$	63,548
TENNESSEE TAX-EXEMPT FUND
Six Months Ended January 31, 2004#	$	10.32	0.15	0.20		0.35		(0.16	)	(0.05	)	(0.21	)	—	$	10.46	3.40	%^	2.84	%^^	0.88	%^^	1.21	%^^	0	%	$	37,052
Year Ended July 31, 2003	$	10.36	0.31	(0.05	)	0.26		(0.30	)	—		(0.30	)	—	$	10.32	2.47	%	2.86	%	0.92	%	1.24	%	21	%	$	39,569
Year Ended July 31, 2002	$	10.10	0.33	0.26		0.59		(0.33	)	—		(0.33	)	—	$	10.36	5.93	%	3.18	%	0.93	%	1.21	%	60	%	$	49,148
Year Ended July 31, 2001†	$	9.74	0.38	0.36		0.74		(0.38	)	—		(0.38	)	—	$	10.10	7.70	%	3.77	%	0.94	%	1.23	%	123	%	$	56,693
Period Ended July 31, 2000(a)	$	9.55	0.22	0.18		0.40		(0.21	)	—		(0.21	)	—	$	9.74	4.26	%^	3.95	%^^	0.95	%^^	1.11	%^^	23	%	$	65,160
Year Ended December 31, 1999	$	10.19	0.35	(0.64	)	(0.29	)	(0.35	)	—		(0.35	)	—	$	9.55	(2.83	)%	3.57	%	1.00	%	1.00	%	64	%	$	75,537
Year Ended December 31, 1998	$	10.18	0.37	0.08		0.45		(0.37	)	(0.07	)	(0.44	)	—	$	10.19	4.52	%	3.65	%	0.95	%	0.95	%	155	%	$	91,687

# Unaudited.

† Net investment income (loss) is based on average shares outstanding during the period.

* Portfolio turnover is calculated on the basis of the fund as a whole without distinguishing between the classes of shares issued.

^ Not annualized.

^^ Annualized.

(a) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

See notes to financial statements.

108

AMSOUTH FUNDS

Financial Highlights

I SHARES†

Selected data for a share outstanding throughout the period indicated.

			Investment Activities											Ratios (to average net assets)/ Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income	Net Realized and Unrealized Gains (Losses) from Investments		Total from Investment Activities	Less Dividends from Net Investment Income		Redemption Fees	Net Asset Value, End of Period		Total Return		Net Investment Income		Net Expenses		Expenses (before Reductions/ Reimbursements)		Net Assets, End of Period (000’s)
PRIME MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.002	—		0.002	(0.002	)	—	$	1.000	0.23	%^	0.46	%^^	0.64	%^^	0.87	%^^	$	218,491
Year Ended July 31, 2003	$	1.000	0.008	—		0.008	(0.008	)	—	$	1.000	0.78	%	0.83	%	0.65	%	0.87	%	$	221,937
Year Ended July 31, 2002	$	1.000	0.017	—		0.017	(0.017	)	—	$	1.000	1.68	%	1.68	%	0.64	%	0.84	%	$	770,519
Year Ended July 31, 2001	$	1.000	0.051	—		0.051	(0.051	)	—	$	1.000	5.18	%	5.06	%	0.63	%	0.84	%	$	745,662
Year Ended July 31, 2000	$	1.000	0.052	—		0.052	(0.052	)	—	$	1.000	5.31	%	5.24	%	0.67	%	0.76	%	$	731,762
Year Ended July 31, 1999	$	1.000	0.045	—		0.045	(0.045	)	—	$	1.000	4.59	%	4.51	%	0.68	%	0.69	%	$	536,899
TREASURY RESERVE MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.001	—		0.001	(0.001	)	—	$	1.000	0.14	%^	0.29	%^^	0.72	%^^	0.96	%^^	$	117,553
Year Ended July 31, 2003	$	1.000	0.007	—		0.007	(0.007	)	—	$	1.000	0.71	%	0.78	%	0.68	%	0.90	%	$	41,676
Year Ended July 31, 2002	$	1.000	0.017	—		0.017	(0.017	)	—	$	1.000	1.68	%	1.70	%	0.65	%	0.86	%	$	218,404
Year Ended July 31, 2001	$	1.000	0.049	—		0.049	(0.049	)	—	$	1.000	5.06	%	4.99	%	0.62	%	0.85	%	$	266,738
Period Ended July 31, 2000(b)	$	1.000	0.031	—		0.031	(0.031	)	—	$	1.000	3.10	%^	5.24	%^^	0.61	%^^	0.76	%^^	$	280,546
Year Ended December 31, 1999	$	1.000	0.043	—		0.043	(0.043	)	—	$	1.000	4.39	%	4.31	%	0.59	%	0.60	%	$	341,803
Year Ended December 31, 1998	$	1.000	0.048	—		0.048	(0.048	)	—	$	1.000	4.93	%	4.78	%	0.53	%	(a	)	$	309,979
TAX-EXEMPT MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.002	—		0.002	(0.002	)	—	$	1.000	0.16	%^	0.32	%^^	0.64	%^^	0.87	%^^	$	121,387
Year Ended July 31, 2003	$	0.999	0.006	0.001		0.007	(0.006	)	—	$	1.000	0.62	%	0.63	%	0.65	%	0.87	%	$	129,415
Year Ended July 31, 2002	$	0.998	0.010	0.001		0.011	(0.010	)	—	$	0.999	1.02	%	1.02	%	0.66	%	0.86	%	$	175,135
Year Ended July 31, 2001	$	0.998	0.029	—		0.029	(0.029	)	—	$	0.998	2.98	%	2.95	%	0.65	%	0.86	%	$	151,905
Year Ended July 31, 2000	$	1.000	0.032	(0.002	)	0.030	(0.032	)	—	$	0.998	3.23	%	3.28	%	0.59	%	0.80	%	$	141,874
Year Ended July 31, 1999	$	1.000	0.027	—		0.027	(0.027	)	—	$	1.000	2.76	%^	2.71	%^^	0.49	%^^%	0.73	%^^	$	73,880
INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND
Six Months Ended January 31, 2004#	$	1.000	0.003	—		0.003	(0.003	)	—	$	1.000	0.43	%^	0.85	%^^	0.25	%^^	0.41	%^^	$	191,848
Year Ended July 31, 2003	$	1.000	0.012	—		0.012	(0.012	)	—	$	1.000	1.19	%	1.20	%	0.26	%	0.41	%	$	175,778
Year Ended July 31, 2002	$	1.000	0.021	—		0.021	(0.021	)	—	$	1.000	2.09	%	2.08	%	0.25	%	0.39	%	$	250,091
Year Ended July 31, 2001	$	1.000	0.054	—		0.054	(0.054	)	—	$	1.000	5.57	%	5.12	%	0.25	%	0.40	%	$	221,876
Year Ended July 31, 2000	$	1.000	0.057	—		0.057	(0.057	)	—	$	1.000	5.82	%	5.73	%	0.21	%	0.41	%	$	138,779
Period Ended July 31, 1999(c)	$	1.000	0.042	—		0.042	(0.042	)	—	$	1.000	4.31	%^	4.82	%^^	0.22	%^^	0.45	%^^	$	69,458

# Unaudited.

† Represents Class 1 Shares for Institutional Prime Obligations Money Market Fund.

^ Not annualized.

^^ Annualized.

(a) There were no fee reductions in this period.

(b) For the period from January 1, 2000 through July 31, 2000. In conjunction with the reorganization of the AmSouth Funds, the Fund changed its fiscal year end to July 31.

(c) For the period from September 15, 1998 (commencement of operations) through July 31, 1999.

See notes to financial statements.

109

Trustees and Officers of AmSouth Funds (the “Trust”) (Unaudited)

Name and Date of Birth	Position Held with AmSouth Funds	Term of Office and Length of Time Served*	Number of Funds Overseen	Other Directorships Held	Principal Occupation(s) During the Past Five Years
INDEPENDENT TRUSTEES:
Dick D. Briggs, Jr., M.D. Date of Birth: 1/28/1934	Trustee	Since 1992	Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	From March 1997 to present, Chief Medical Officer, Best Doctors™ Worldwide Healthcare Services; from September 1967 to present, Emeritus Professor and Eminent Scholar Chair, Univ. of Alabama at Birmingham; from October 1971 to present, Physician, University of Alabama Health Services Foundation; from 1981 to 1995, Professor and Vice Chairman, Dept. of Medicine, Univ. of Alabama at Birmingham School of Medicine; from 1988 to 1992, President, CEO and Medical Director, Univ. of Alabama Health Services Foundation.
Wendell D. Cleaver Date of Birth: 9/23/1934	Trustee	Since 1992	Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	From September 3, 1993 to present, retired; from December 1988 to August 1993, Executive Vice President, Chief Operating Officer and Director, Mobile Gas Service Corporation.
James H. Woodward, Jr. Date of Birth: 11/24/1939	Trustee	Since 1987	Trustee of AmSouth Funds (consisting of 23 portfolios); Trustee of Variable Insurance Funds (consisting of 15 portfolios, 7 of which are advised by the Advisor).	N/A	From 1992 to 2002, Trustee, J. A. Jones, Inc., Construction Company; from July 1989 to present, Chancellor, The University of North Carolina at Charlotte; from August 1984 to July 1989, Senior Vice President, University College, University of Alabama at Birmingham.
Edward P. Farley Date of Birth: 9/19/1939	Trustee	Since 2001	Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	Retired, 1999; Executive Vice President, Old Kent Bank from January 1981-March 1999; Director, Kent Funds, an open-end investment management company, for which BISYS Fund Services L.P. serves as distributor, from March 1999 until December 2001.
Samuel W. Jackson Date of Birth: 12/1/1951	Trustee	Since 2003	Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	From 1997 to present, Principal, Jackson Fowlkes & Co., Inc.; from 1994-1996 Vice President for Financial Affairs and Administration-University of Alabama at Birmingham.
Robert J. McMullan Date of Birth: 3/31/1954	Trustee	Since 2003	Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	From 1998 to present, Chief Financial Officer, GlobeSpan Virata, Inc.; from 1989 through 1998, Executive Vice President & Chief Financial Officer, The BISYS Group, Inc.

110

Trustees and Officers of AmSouth Funds (the “Trust”) (Unaudited) (Continued)

Name and Date of Birth	Position Held with AmSouth Funds	Term of Office and Length of Time Served*	Number of Funds Overseen	Other Directorships Held	Principal Occupation(s) During the Past Five Years
INTERESTED TRUSTEES:
J. David Huber Date of Birth: 5/3/1946	Chairman and Trustee	Since 1987	Chairman and Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	From June 1987 to present, employee of BISYS Fund Services L.P.
Geoffrey von Kuhn Date of Birth: 10/26/1951	Trustee	Since 2002	Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	From April 2001 to present, Senior Executive Vice President, AmSouth Bancorporation and AmSouth Bank, Head, Wealth Management Group; April 2000 to April 2001, Head, U.S. Private Bank, Citigroup; February 1998 to April 2000, Senior Managing Director and Vice Chairman, Banc One Capital Markets; May 1996 to February 1998, Senior Managing Director, Bank One Institutional Investment Services, Inc.
ADVISORY TRUSTEES:
Norma A. Coldwell Date of Birth: 6/23/1925	Advisory Trustee	Since 2002	Advisory Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	Trustee, AmSouth Funds 2000-2002; Formerly, International Economist and Consultant; Executive Vice President of Coldwell Financial Consultants; Trustee, Meridian International Center (International Education and Cultural Group); Member of the Board of Advisors of Meridian International Center; formerly, Chief International Economist of Riggs National Bank, Washington, DC.
Homer H. Turner, Jr. Date of Birth: 2/18/1928	Advisory Trustee	Since 2002	Advisory Trustee of AmSouth Funds (consisting of 23 portfolios).	N/A	Formerly, Trustee, AmSouth Funds; June 1991 to 2002, retired; until June 1991, Vice President, Birmingham Division, Alabama Power Company.

* There is no defined term of office for Trustees of AmSouth Funds.

The address for each Trustee is 3435 Stelzer Road, Columbus, Ohio 43219.

Messrs. Huber and von Kuhn are considered to be interested persons (as defined in the 1940 Act) of AmSouth Funds. Mr. Huber is considered an interested person on the basis of his employment with BISYS Fund Services L.P., AmSouth Funds’ Distributor. Mr. von Kuhn is considered to be an interested person on the basis of his employment by AmSouth Bank, the Advisor’s parent company.

111

Trustees and Officers of AmSouth Funds (the “Trust”) (Unaudited) (Continued)

Executive Officers

Name and Date of Birth	Position Held With AmSouth Funds	Term of Office and Length of Time Served*	Number of Funds Overseen	Other Directorships Held	Principal Occupation(s) During the Past Five Years
John F. Calvano Date of Birth: 3/30/1960	President	Since 1999	President of AmSouth Funds (consisting of 23 portfolios).	N/A	From September 1999 to present, Senior Vice President, AmSouth Bank; from October 1994 to September 1999, employee of BISYS Fund Services Limited Partnership; from July 1992 to August 1994, investment representative, BA Investment Services; and from October 1986 to July 1994, Marketing Manager, Great Western Investment Management.
Walter B. Grimm Date of Birth: 6/30/1945	Vice President	Since 1994	Vice President of AmSouth Funds (consisting of 23 portfolios).	N/A	From June 1992 to present, employee of BISYS Fund Services Ohio, Inc.
Trent Statczar** Date of Birth: 8/31/1971	Treasurer	Since 2003	Treasurer of AmSouth Funds (consisting of 23 portfolios).	N/A	From June 1993 to present, employee of BISYS Fund Services Ohio, Inc.
Rodney L. Ruehle Date of Birth: 4/26/1968	Secretary	Since 1999	Secretary of AmSouth Funds (consisting of 23 portfolios).	N/A	From August 1990 to August 1995, Assistant Treasurer of the Cardinal Group of Funds; from August 1995 to present, Director Administration Services, BISYS Fund Services Ohio, Inc. From 1999-present, Vice President and Secretary, Fifth Third Funds, an open-end management investment company for which BISYS Fund Services, LP serves as distributor.

112

Trustees and Officers of AmSouth Funds (the “Trust”) (Unaudited) (Continued)

Name and Date of Birth	Position Held With AmSouth Funds	Term of Office and Length of Time Served*	Number of Funds Overseen	Other Directorships Held	Principal Occupation(s) During the Past Five Years
Alaina V. Metz Date of Birth: 4/7/1967	Assistant Secretary	Since 1995	Assistant Secretary of AmSouth Funds (consisting of 23 portfolios). Assistant Secretary of Variable Insurance Funds (consisting of 15 portfolios, 7 of which are advised by the Advisor).	N/A	From June 1995 to present, Vice President, Administrative and Regulatory Services, BISYS Fund Services Ohio, Inc.; from May 1989 to June 1995, Supervisor, Mutual Fund Legal Department, Alliance Capital Management. Currently, (Officer), Gartmore Mutual Funds, LEADER Mutual Funds, Shay Asset Management Fund; Barr Rosenberg Variable Insurance Trust; Vice President, Pacific Capital Funds; Secretary, Variable Insurance Funds and Signal Funds; Assistant Secretary, BB&T Funds, BNY Hamilton Funds, Inc., Brenton Mutual Funds, Citizens Funds, Counter Bond Fund, The Empire Builder Tax Free Bond Fund, Eureka Funds, Gartmore Variable Insurance Trust, Governor Funds, Hirtle Callaghan Trust, HSBC Advisor Funds Trust (Class Y—Onshore Feeder Funds), HSBC Investor Funds, Kensington Funds, Kent Funds, Metamarkets.com, Meyers Investment Trust, MMA Praxis Mutual Funds, Nationwide Asset Allocation Trust (NAAT), Old Westbury Funds, One Group Mutual Funds, RBC Funds, Shay—Institutional Investors Capital Appreciation Fund, Inc., Shay—M.S.B. Fund, Inc., Summit Investment Trust, The Shelby Funds, United American Cash Reserves, USAllianz Funds, USAllianz Variable Insurance Products Trust, UST of Boston, Valiant Fund, Van Ness Funds, Victory Portfolios, Victory Variable Insurance, The Williamette Funds, Oak Value, Old National Funds, ProFunds, 1st Source Monogram Funds, Ambassador Funds, American Independence Funds Trust, American Performance; and Treasurer, Legacy Funds Group.

* There is no defined term of office for officers of the Trust.

** As of March 31, 2004, Nadeem Yousaf will be appointed to serve as treasurer to the Trust.

The officers of the Trust are interested persons (as defined in the 1940 Act) and receive no compensation directly from the Trust for performing the duties of their offices.

The Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers of the Trust. To obtain a copy of the SAI, without charge, call (800)451-8382.

A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request by calling (800)451-8382 and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

113

AMSOUTH FUNDS

SEMI-ANNUAL REPORT

JANUARY 31, 2004

Investment Advisor	Distributor
AmSouth Asset Management Inc.	BISYS Fund Services
1901 6th Avenue North	3435 Stelzer Road, Suite 1000
Birmingham AL 35203	Columbus OH 43219
Investment Subadvisors	Legal Counsel
AmSouth Asset Management Inc.	Kirkpatrick & Lockhart, LLP
1901 6th Avenue North	1800 Massachusetts Avenue, N.W.
Birmingham AL 35203	Washington DC 20036
•      Bond Fund
•      Capital Growth Fund
•      Large Cap Fund	Transfer Agent
•      Value Fund
	BISYS Fund Services Ohio, Inc.
OakBrook Investments, LLC	3435 Stelzer Road, Suite 1000
701 Warrenville Road, Suite 135	Columbus OH 43219
Lisle IL 60532
•      Enhanced Market Fund
•      Mid Cap Fund	Auditors
•      Select Equity Fund
	Ernst & Young, LLP
Sawgrass Asset Management, LLC	1100 Huntington Center
1579 The Greens Way, Suite 20	41 South High Street
Jacksonville FL 32250	Columbus OH 43215
•      Small Cap Fund
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Santa Monica CA 90401
•      International Equity Fund
	3/04 ASO-SAR

Item 2. Code of Ethics.

Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.

Not applicable – only for annual reports.

Item 3. Audit Committee Financial Expert.

(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:

(i) Has at least one audit committee financial expert serving on its audit committee; or

(ii) Does not have an audit committee financial expert serving on its audit committee.

(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or

(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a- 2(a)(19)).

(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.

Not applicable – only for annual reports.

Item 4. Principal Accountant Fees and Services.

(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.

(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of nonaudit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Not applicable – only for annual reports.

Item 5. Audit Committee of Listed Registrants.

(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.

(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.

Not applicable.

Item 6. Schedule of Investments.

Not yet applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.

Not applicable.

Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

(a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

Not applicable.

Item 9. Submission of Matters to a Vote of Security Holders.

Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.

Not applicable.

Item 10. Controls and Procedures.

(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).

The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is: (i) accumulated and communicated to the investment company’s management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Not yet applicable.

Item 11. Exhibits.

(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

Not applicable – Only effective for annual reports.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)).

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(b) A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act. This certification will not be deemed “filed” for purposes Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) AmSouth Funds
By (Signature and Title)*	/s/    Nadeem Yousaf
	Nadeem Yousaf, Treasurer

Date            April 12, 2004                    

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/    John Calvano
	John Calvano, President

Date            April 12, 2004                    

By (Signature and Title)*	/s/    Nadeem Yousaf
	Nadeem Yousaf, Treasurer

Date            April 12, 2004                    

* Print the name and title of each signing officer under his or her signature.

EX-99.CERT

Exhibit (a)(2)

CERTIFICATIONS

I, John Calvano, certify that:

1. I have reviewed this report on Form N-CSR of the AmSouth Funds (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [omitted];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 12, 2004	/s/    John Calvano
Date	John Calvano
	President, AmSouth Funds

I, Nadeem Yousaf, certify that:

1. I have reviewed this report on Form N-CSR of the AmSouth Funds (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [omitted];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 12, 2004	/s/    Nadeem Yousaf
Date	Nadeem Yousaf
	Treasurer, AmSouth Funds

EX-99.906CERT

Exhibit (b)

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended January 31, 2004 of the AmSouth Funds (the “Registrant”).

Each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of the Registrant, respectively, hereby certifies that:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 12, 2004            

Date

/s/    John Calvano        

John Calvano

President

/s/    Nadeem Yousaf        

Nadeem Yousaf

Treasurer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.