Southtrust Vulcan Funds NCSR Certified annual shareholder report (management investment company)




                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form N-CSR
   Certified Shareholder Report of Registered Management Investment Companies




                                    811-6580

                      (Investment Company Act File Number)


                                SouthTrust Funds
              _______________________________________________________________

               (Exact Name of Registrant as Specified in Charter)



                              5800 Corporate Drive
                       Pittsburgh, Pennsylvania 15237-7010


                                 (412) 288-1900
                         (Registrant's Telephone Number)


                            John D. Johnson, Esquire
                            Federated Investors Tower
                               1001 Liberty Avenue
                       Pittsburgh, Pennsylvania 15222-3779
                     (Name and Address of Agent for Service)
                (Notices should be sent to the Agent for Service)






                        Date of Fiscal Year End: 4/30/03


               Date of Reporting Period: Fiscal year ended 4/30/03









Item 1.     Reports to Stockholders

ANNUAL REPORT APRIL 30, 2003

LOGO

SouthTrust U.S. Treasury Money Market Fund

SouthTrust Income Fund

SouthTrust Bond Fund

SouthTrust Alabama Tax-Free Income Fund

SouthTrust Value Fund

SouthTrust Growth Fund

SOUTHTRUST FUNDS

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

SouthTrust U.S. Treasury Money Market Fund¹

A lackluster economic recovery combined with heightened geopolitical risk continued to drive down yields on money market securities throughout much of the past year. Money market investors have experienced the lowest yields in nearly fifty years as the Fed continued to cut rates in an effort to prop up a dwindling economy. Despite the presence of some positive economic statistics, the Fed remained biased towards weakness throughout most of the year. Consequently, the federal funds target rate was lowered to 1.25 percent while yields on 3-month and 6-month Treasury bills declined approximately 0.7 and 0.8 percentage points, respectively. As the Treasury curve continued to flatten on shorter maturities, yields on overnight repurchase agreements remained slightly higher than the federal funds target rate, allowing overnight repurchase agreements to outperform Treasury bills throughout most of the past year.

As expectations of an economic recovery increased, the fund overweighted overnight repurchase agreements throughout the past year. However, as these expectations dissipated the fund moved to some longer dated Treasuries to protect against the possibility of further rate cuts. Over the course of the year, the average maturity of the fund ranged from around 55 days to nine days, ending the year at approximately 23 days.

SouthTrust Income Fund

There were many events during the past twelve months that served as catalysts for market movement—an interest rate cut by the Fed in early November; better than expected corporate earnings in January and the uncertainty, then reality, of war with Iraq from January through April. The yield of the 5-year Treasury moved in a range of 2.7-3.3% with an average yield of 2.9% during this period. Changes in investor confidence along with the perception of the fundamental strength of the economy were the principal drivers to both the fixed income and equity markets during the past two quarters. Yields on the 3-month, 2-year and 5-year U.S. Treasuries ended April 2003 at 1.1%, 1.5% and 2.7%, respectively—the yields on these benchmark securities have declined a modest quarter of a percentage point since October 31, 2002.

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SOUTHTRUST FUNDS

INVESTMENT REVIEW

(Continued)

The past six months marked a dramatic turnaround in the performance of corporate bonds relative to higher quality U.S. Treasury securities. Since the first of November 2002, corporate bonds have returned 9.7%, based on the Merrill Lynch 1-5 Year Government / Corporate Index (“ML1-5GC”),² while U.S. Treasuries produced a 3.3% return. The relative out-performance of corporate bonds was driven principally by the stabilization in corporate earnings and investors’ willingness to accept the risk associated with this asset class. The six-month return on triple-B rated and high yield bonds illustrate this acceptance of risk. The returns on triple-B and high yield bonds for the six-month period ending April 2003 were 12.0% and 22.2%, based on the ML1-5GC, respectively.

During the period, the fund maintained a shorter maturity structure than its benchmark index, the ML1-5GC. This structure was based upon the forecast that the Fed had made their last interest rate cut in November and that the U.S. economy will return to a more normal growth rate over the next twelve months. The fund gradually increased its allocation to corporate bonds during the period in a diversified approach. In the period, the fund also increased to market neutral its allocation of triple-B rated securities. Finally, the fund was able to achieve its desired dividend level during the period by following its stated investment strategies.

SouthTrust Bond Fund

The great bond market “Bull Run” continued almost unimpeded throughout 2002 and 2003 as geopolitical uncertainties, depressed economic figures, profit shortfalls and accounting uncertainties dotted the landscape. The events of September 11th are a year and a half old, and yet the reverberations are still being felt. The United States went to war with Iraq. Thankfully, that war has come and gone. With it came the elimination of certain geopolitical risks and an increased risk profile by many investors. However, we continue to believe that September 11th marked the beginning of a new era of either global cooperation or alternatively, global divisiveness. Interdependence of foreign trade, technological improvements, and standardized currencies are all signs of increased cooperation among nations, while ideological, political and religious differences still illicit friction. The story bears monitoring as it will continue to sway markets for some time.

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SOUTHTRUST FUNDS

INVESTMENT REVIEW

(Continued)

From an economic perspective, the last six months provided plenty of optimistic signs, but at the margin seemed to signal that the post-war recovery remains tepid at best. Declining oil prices, productivity improvements, and a planned tax cut package fueled optimism, while a stagnant manufacturing sector, rising unemployment, and soft consumer confidence data point to a period of sub-par growth. The disappointing economic picture has prompted the Fed to change its bias (to one of pro-growth), which signaled to the market that the “economic recovery” many expected may not materialize for some time.

Against that backdrop, US Treasury rates, specifically the 10-year Treasury, remained range bound fluctuating between 3.65% and 4.25% over the past 6-months. On the other hand, corporate bonds experienced outsized gains due to highly attractive valuations. With the passage of time, the problems of the past—Enron, WorldCom, Kmart and Global Crossing—seemed to dissipate. Even the recent HealthSouth revelations did little to dampen investor spirit. We remind everyone that investors are still healthfully monitoring corporate irregularities, but the situation appears to be headed in the right direction. We would like this trend to continue.

For the 12-month period ended April 30, 2003, the SouthTrust Bond Fund returned an impressive 11.23% to shareholders at NAV. During this period the funds maturity was generally neutral to that of the index. The fund did maintain a healthy overweight in corporate bonds, which contributed to the positive returns of the year. Finally, the fund was able to achieve its desired dividend level during the period by following its stated investment strategies.

SouthTrust Alabama Tax-Free Income Fund³

Investors in municipal bonds were rewarded with strong performance over the past twelve months. The stagnant economy and global unrest helped drive municipal yields lower during the past year, giving municipalities the opportunity to borrow at extremely low rates. Both retail and institutional investors seeking a high degree of safety were attracted to the new bonds and only happy to buy the resulting supply. Propelled by investor demand and economic weakness, municipal yields declined 0.97% in the five-year maturity range, with 15-year maturities dropping 0.72%. During the year, the yield curve flattened as the stock market weakened in what seemed to be near constant anticipation of a Fed easing. However, early in 2003 the yield curve reversed and began to steepen as equities rallied.

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SOUTHTRUST FUNDS

INVESTMENT REVIEW

(Continued)

The supply of bonds will most likely remain robust as long as interest rates remain low and investor appetites steady. Also, affecting issuance will be the need for municipalities to balance budgets and the market’s willingness to continue purchasing new issues.

The SouthTrust Alabama Tax-Free Income Fund rewarded its shareholders with a very attractive total return of 8.53% at NAV for the twelve-month period ending April 30, 2003. The Fund was able to achieve its desired dividend level during the period by following its stated investment strategies. A longer portfolio structure than its benchmark index benefited the fund. The portfolio developed a more defensive posture by utilizing bonds with higher coupons and shorter duration.⁴ Approximately 65% of the fund is invested in AAA rated bonds.

SouthTrust Value Fund

Performance for the SouthTrust Value Fund has been strong for the past six months, but the weak third calendar quarter of 2002 continues to weigh on the past year’s results.

Relative returns so far in 2003 have been competitive, but volatile. Several investments are impacting our relative returns. The major overweighting in the portfolio is in energy sector. While the consensus has focused on energy prices coming down with the end of the Iraqi war, we’ve focused on the many stocks that look very attractively valued with strong fundamentals. Natural gas has become much more difficult to find, reserves are running off at an increasing pace, finding costs are increasing, inventories are low, and domestic drilling appears to have been way too low recently. Maybe it reflects a level of caution, but Pfizer, a terrific company, represents by far our biggest position, as we believe the merger arbitrage resulting from the Pharmacia acquisition resulted in the stock becoming significantly undervalued. The quality mortgage finance duo of Fannie Mae and Freddie Mac are both important positions, as we believe they became mispriced given some concerns over unlikely government action, poorly understood derivatives positions, and misplaced worries about a sharp dropoff in mortgage activity. Tyco, which we added to during the significant March price weakness, is now our second largest position. We still believe Tyco has solid operating businesses, excellent cash flow, and have confidence in their new management team. Given our view that we remain in a trading range stock market, we have been a little more active than normal in the fund, preferring to be willing to take profits or losses as stocks have significant price moves.

Annual Report

SOUTHTRUST FUNDS

INVESTMENT REVIEW

(Continued)

SouthTrust Growth Fund

For the twelve month reporting period ended April 30, 2003, the SouthTrust Growth Fund returned (9.88)% at NAV compared to a return of (13.30)% for the S&P 500.

Our approach to managing the fund centers around our definition of growth companies. Growth companies produce sales gains at a premium to other companies. We believe they provide more consistent earnings patterns. We also believe they are more profitable and, as such, are able to fund future expansion. We seek financially strong companies with proven management and business plans to enhance superior growth prospects. Since our approach focuses primarily on the industry leaders, the average weighted market cap of the stocks in the fund stood at $96.5 billion on April 30, 2003, or 17% higher than that of the S&P 500.

Although the equity environment over the past 12-month reporting period remained challenging, during the first four months of calendar 2003 domestic equity indices were in positive territory on a year-to-date basis. During most of the fund’s fiscal year, the negative news about corporate accounting scandals, the invasion of Iraq, and the reluctance of U.S. companies to make capital expenditure commitments pressured domestic equity prices.

The fund continued to adhere to its disciplined approach and found opportunity in a number of large cap growth names that we feel declined to attractive price levels. We initiated positions in American Express, First Data, Fifth Third Bancorp, Harley Davidson, and Kohl’s. Kohl’s operates approximately 500 off-mall department stores that carry a wide range of high quality, moderately-priced family-oriented goods. The company has earned attractive returns on investment that have been reinvested to fund expansion in new stores and in new markets. The company opened 28 stores in Los Angeles in March, the first new market west of the Rockies for Kohl’s. The company plans to open additional locations in Arizona and Nevada later this year. Additional California expansion is planned for next year in San Diego, Sacramento, and Fresno. The company’s inconsistent sales performance over the past several months, we feel, has provided an opportunity to enter a name with an excellent track record, and we believe the company’s long term growth opportunities remain intact. Harley Davidson, the world’s largest maker of heavyweight motorcycles, provided conservative production guidance in early 2003 due to the uncertain economic environment. The

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SOUTHTRUST FUNDS

INVESTMENT REVIEW

(Concluded)

company’s conservative stance was interpreted as a negative indicator. We feel that the weakness in the share price that resulted from guidance provided a long term buying opportunity.

(1)

An investment in money market funds is neither insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these funds.

(2)

The ML1-5GC is an unmanaged index trading short-term U.S. government securities and short-term domestic investment-grade corporate bonds with maturities between 1 and 4.99 years. Investments cannot be made in an index.

(3)

Income may be subject to the federal alternative minimum tax.

(4)

Duration is a measure of a security’s price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than securities of shorter durations.

Annual Report

SOUTHTRUST INCOME FUND

Growth of a $10,000 Invested in SouthTrust Income Fund

The graph below illustrates the hypothetical investment of $10,000^* in the SouthTrust Income Fund (the “Fund”) from January 10, 1996 (start of performance) to April 30, 2003, compared to the Merrill Lynch 1-5 Year Government/Corporate Index (“ML1-5GC”)†.

LOGO

Average Annual Total Return For The Period Ended April 30, 2003††

1 Year		3.35%
5 Years		4.95%
Start of Performance (1/10/1996)		4.95%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of Fund shares. Your investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 3.50% ($10,000 investment minus $350 sales charge = $9,650). The Fund’s performance assumes the reinvestment of all dividends and distributions. The ML1-5GC has been adjusted to reflect reinvestment of dividends on securities in the index.

†

The ML1-5GC is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. This index is unmanaged.

††

Total return quoted reflects all applicable sales charges.

Annual Report

SOUTHTRUST BOND FUND

Growth of a $10,000 Invested in SouthTrust Bond Fund

The graph below illustrates the hypothetical investment of $10,000^*in the SouthTrust Bond Fund (the “Fund”) from April 30, 1993 to April 30, 2003, compared to the Lehman Brothers Government/Credit Index (“LBGCT”)†

LOGO

Average Annual Total Return For The Period Ended April 30, 2003††

1 Year		7.35%
5 Years		5.48%
10 Years		5.64%
Start of Performance (5/8/1992)		6.34%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Your investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 4.00% ($10,000 investment minus $400 sales charge = $9,600). The Fund’s performance assumes the reinvestment of all dividends and distributions. The LBGCT has been adjusted to reflect reinvestment of dividends on securities in the index.

†

The LBGCT is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. This index is unmanaged.

††

Total return quoted reflects all applicable sales charges. The total returns and graph above are based on the original sales charge of 4.00%. On March 1, 1996, the sales charge on the SouthTrust Bond Fund changed to 3.50%.

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

Growth of a $10,000 Invested in SouthTrust Alabama Tax-Free Income Fund

The graph below illustrates the hypothetical investment of $10,000^* in the SouthTrust Alabama Tax-Free Income Fund (the “Fund”) from April 30, 1993† to April 30, 2003, compared to the Lehman Brothers 1-10 Year Municipal Bond Index (“LB1-10BMB”)††.

LOGO

Average Annual Total Return For The Period Ended April 30, 2003†††

1 Year		4.74%
5 Years		4.83%
10 Years		4.52%
Start of Performance (1/1/1989)		5.22%

Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 3.50% ($10,000 investment minus $350 sales charge = $9,650). The Fund’s performance assumes the reinvestment of all dividends and distributions. The LB1-10BMB has been adjusted to reflect reinvestment of dividends on securities in the index.

†

The Fund is the successor to a portfolio of a Common Trust Fund. The quoted performance data includes performance of the Common Trust Fund for the period from April 30, 1993 to August 20, 1999 when the Fund first commenced operations, as adjusted to reflect the Fund’s anticipated expenses. The Common Trust Fund was not registered under the Investment Company Act of 1940 (“1940 Act”) and therefore was not subject to certain investment restrictions imposed by the 1940 Act. If the Common Trust Fund had been registered under the 1940 Act, the performance may have been adversely affected.

††

The LB1-10BMB is not adjusted to reflect sales charges, expenses, or other fees that the Securities Exchange Commission requires to be reflected in the Fund’s performance. This index is unmanaged.

For this illustration, the LB1-10BMB began its performance on July 30, 1993. The LB1-10BMB has been assigned a beginning value of $10,470, the value of the fund on July 30, 1993.

†††

Total return quoted reflects all applicable sales charges.

Annual Report

SOUTHTRUST VALUE FUND

Growth of a $10,000 Invested in SouthTrust Value Fund

The graph below illustrates the hypothetical investment of $10,000^* in the SouthTrust Value Fund (the “Fund”) from April 30, 1993 to April 30, 2003, compared to the Standard & Poor’s 500 Index (“S&P 500”)†.

LOGO

Average Annual Total Return For The Period Ended April 30, 2003††

1 Year		(22.17)%
5 Years		(2.53)%
10 Years		8.12 %
Start of Performance (5/8/1992)		7.90 %

Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge = $9,550). The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index.

†

The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. This index is unmanaged.

††

Total return quoted reflects all applicable sales charges. On March 1, 1996, the sales charge for SouthTrust Value Fund changed to 3.50%. The total returns and graph above are based on the original sales charge of 4.50%. Effective July 1, 1996, the sales charge for SouthTrust Value Fund was changed back to 4.50%.

Annual Report

SOUTHTRUST GROWTH FUND

Growth of a $10,000 Invested in SouthTrust Growth Fund

The graph below illustrates the hypothetical investment of $10,000^* in the SouthTrust Growth Fund (the “Fund”) from April 30, 1993† to April 30, 2003, compared to the Standard & Poor’s 500 Index (“S&P 500”)††.

LOGO

Average Annual Total Return For The Period Ended April 30, 2003†††

1 Year		(13.94)%
5 Years		(3.64)%
10 Years		7.46%
Start of Performance (1/1/1989)		9.33%

†

††

†††

Total return quoted reflects all applicable sales charges.

Annual Report

SOUTHTRUST U.S. TREASURY MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003

Principal Amount			Value
U.S. TREASURY OBLIGATIONS—34.7%
		U.S. TREASURY BILLS—34.7%
$ 50,000,000	(1)	1.280%, 5/8/2003	$	49,987,799
150,000,000	(1)	1.114%-1.202%, 5/22/2003		149,899,147
50,000,000	(1)	1.250%, 6/26/2003		49,904,722
50,000,000	(1)	1.128%, 7/3/2003		49,902,875
50,000,000	(1)	1.172%, 9/25/2003		49,765,208
50,000,000	(1)	1.172%, 10/16/2003		49,731,667

TOTAL U.S. TREASURY OBLIGATIONS				399,191,418

REPURCHASE AGREEMENTS—65.3%
55,000,000		Agreement with Bear Stearns and Co., Inc., 1.26% dated 4/30/2003, to be repurchased at $55,001,925 on 5/1/2003, collateralized by U.S. Treasury Notes and U.S. Government National Strips and Strips Principal with various maturities to 11/15/2012		55,000,000
190,000,000		Agreement with Dresdner Bank, 1.25% dated 4/30/2003, to be repurchased at $190,006,597 on 5/1/2003, collateralized by U.S. Treasury Bonds and Notes with various maturities to 5/15/2016		190,000,000
206,321,000		Agreement with Greenwich Capital Markets, Inc., 1.28% dated 4/30/2003, to be repurchased at $206,328,336 on 5/1/2003, collateralized by U.S. Treasury Bonds and U.S. Government National Strips Principal with various maturities to 5/15/2021		206,321,000
55,000,000		Agreement with Lehman Brothers, Inc., 1.25% dated 4/30/2003, to be repurchased at $55,001,910 on 5/1/2003, collateralized by a U.S. Government National Strip maturing 5/15/2013		55,000,000

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SOUTHTRUST U.S. TREASURY MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Concluded)

Principal Amount		Value
$ 55,000,000	Agreement with Morgan Stanley and Co., Inc., 1.22% dated 4/30/2003, to be repurchased at $55,001,864 on 5/1/2003, collateralized by a U.S. Treasury Inflationary Index Note maturing 7/15/2012	$	55,000,000
190,000,000	Agreement with Warburg Securities, 1.26% dated 4/30/2003, to be repurchased at $190,006,650 on 5/1/2003, collateralized by U.S. Government National Strips Principal with various maturities to 11/15/2026		190,000,000

TOTAL REPURCHASE AGREEMENTS			751,321,000

TOTAL INVESTMENTS—100% (at amortized cost)(2)			1,150,512,418

OTHER ASSETS AND LIABILITIES—NET—0.0%			(370,888	)

NET ASSETS—100%		$	1,150,141,530

(1)

Yield at date of purchase.

(2)

Also represents cost for federal tax purposes.

Note:

The categories of investments are shown as a percentage of total net assets at April 30, 2003.

See Notes which are an integral part of the Financial Statements

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SOUTHTRUST INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003

Principal Amount				Value
CORPORATE BONDS—50.6%
			CONSUMER CYCLICAL—3.2%
$	500,000		Masco Corp., Note, 6.00%, 5/3/2004	$	519,983
	750,000		Sysco Corp., Deb., 4.75%, 7/30/2005		795,792
	1,250,000		Target Corp., Note, 5.50%, 4/1/2007		1,355,481

			TOTAL		2,671,256

			CONSUMER DURABLES—0.7%
	500,000		Eastman Kodak Co., Sr. Deb., 9.50%, 6/15/2008		584,463

			CONSUMER NON-DURABLES—4.1%
	1,000,000		Diageo Capital PLC, Company Guarantee, 6.625%, 6/24/2004		1,058,318
	900,000		Kraft Foods, Inc., Note, 4.625%, 11/1/2006		939,246
	700,000		McDonald’s Corp., Note, Series MTNG, 3.875%, 8/15/2007		714,530
	700,000		PepsiCo, Inc., Unsecd. Note, 4.50%, 9/15/2004		727,957

			TOTAL		3,440,051

			ENERGY—5.3%
	1,000,000		Amoco Co., Company Guarantee, 6.25%, 10/15/2004		1,065,990
	697,600		ChevronTexaco Corp., Deb., 8.11%, 12/1/2004		744,531
	700,000		ChevronTexaco Corp., Note, 3.50%, 9/17/2007		717,102
	1,000,000		Conoco, Inc., Sr. Note, 5.90%, 4/15/2004		1,039,554
	260,000		DTE Energy Co., Sr. Note, 6.45%, 6/1/2006		285,025
	500,000	(1)	Pemex Project Funding Master, Note, 6.125%, 8/15/2008		530,000

			TOTAL		4,382,202

			FINANCIAL SERVICES—24.2%
	500,000	(1)	AIG SunAmerica Global Financial, Bond, Series 144A, 5.85%, 8/1/2008		552,704
	450,000		BellSouth Capital Funding Corp., Deb., 6.04%, 11/15/2026		498,840

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SOUTHTRUST INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount			Value
$	800,000	Boeing Capital Corp., 6.68%, 12/1/2003	$	823,872
	750,000	CIT Group Inc., Note, 5.625%, 5/17/2004		774,875
	755,000	Citigroup, Inc., Note, 5.75%, 5/10/2006		827,004
	1,000,000	Countrywide Home Loans, Inc., Note, 5.25%, 5/22/2003		1,001,818
	1,000,000	Countrywide Home Loans, Inc., Note, Series MTN, 5.25%, 6/15/2004		1,039,474
	700,000	Ford Motor Credit Co., Global Note, 6.875%, 2/1/2006		724,602
	500,000	Ford Motor Credit Co., Unsecd. Note, 7.50%, 3/15/2005		523,219
	1,000,000	General Electric Capital Corp., Note, 6.80%, 11/1/2005		1,111,341
	725,000	General Motors Acceptance Corp., Note, 7.50%, 7/15/2005		776,255
	1,950,000	Household Finance Corp., Note, 7.00%, 8/1/2003		1,976,239
	250,000	KeyBank, N.A., Sub. Note, Series BKNT, 6.50%, 4/15/2008		273,974
	873,000	Lehman Brothers Holdings, Inc., Note, 7.75%, 1/15/2005		954,833
	555,000	Marsh & McLennan Cos., Inc., Unsecd. Note, 3.625%, 2/15/2008		562,580
	1,000,000	Morgan Stanley, Dean Witter & Co., Sr. Note, 1.36%, 9/19/2003		1,000,448
	750,000	National Rural Utilities Cooperative Finance Corp., Collateral Trust, 5.25%, 7/15/2004		780,657
	1,000,000	NationsBank Corp., Sub. Note, 6.875%, 2/15/2005		1,087,217
	1,500,000	SLM Corporation, Note, 1.54%, 6/16/2004		1,505,460
	1,000,000	SUSA Partnership L.P., Note, 7.125%, 11/1/2003		1,026,314
	240,000	Wachovia Corp., Unsecd. Note, 4.95%, 11/1/2006		258,350
	750,000	Washington Mutual Financial Corp., Sr. Note, 5.85%, 1/27/2004		774,098

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SOUTHTRUST INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount			Value
$	1,000,000	Wells Fargo & Co., Sub. Note, 7.125%, 8/15/2006	$	1,146,897
	200,000	Wells Fargo Financial, Inc., Sr. Note, 6.125%, 8/1/2003		202,296

		TOTAL		20,203,367

		HEALTHCARE—1.0%
	750,000	Bristol-Myers Squibb Co., Note, 4.75%, 10/1/2006		797,586

		RETAIL TRADE—1.5%
	800,000	Price/Costco, Inc., Sr. Note, 7.125%, 6/15/2005		881,020
	400,000	Safeway, Inc., 6.05%, 11/15/2003		408,696

		TOTAL		1,289,716

		TECHNOLOGY—3.1%
	250,000	Compaq Computer Corp., 7.650%, 8/1/2005		276,856
	750,000	Sun Microsystems, Inc., Sr. Note, 7.35%, 8/15/2004		787,721
	385,000	Texas Instruments, Inc., Note, 6.125%, 2/1/2006		422,744
	1,000,000	United Technologies Corp., Unsecd. Note, 6.625%, 11/15/2004		1,070,001

		TOTAL		2,557,322

		TELECOMMUNICATIONS—5.6%
	610,000	360 Communications Co., Sr. Note, 7.50%, 3/1/2006		696,258
	200,000	BellSouth Telecommunications, Inc., Unsecd. Note, 6.375%, 6/15/2004		210,723
	1,000,000	Citizens Communications Co., Note, 8.50%, 5/15/2006		1,159,460
	515,000	Continental Cablevision, Sr. Deb., 8.875%, 9/15/2005		579,793
	135,000	SBC Communications, Inc., Note, 5.75%, 5/2/2006		147,714

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SOUTHTRUST INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount			Value
$	500,000	Sprint Capital Corp., Company Guarantee, 6.00%, 1/15/2007	$	512,500
	1,250,000	Verizon Global Funding, Note, 6.75%, 12/1/2005		1,392,546

		TOTAL		4,698,994

		TRANSPORTATION—0.6%
	475,000	Southwest Airlines Co., Unsecd. Note, 8.75%, 10/15/2003		488,100

		UTILITIES—1.3%
	1,000,000	Alabama Power Co., Sr. Note, 5.49%, 11/1/2005		1,081,057

TOTAL CORPORATE BONDS (identified cost $40,284,207)				42,194,114

GOVERNMENT AGENCIES—24.6%
		FEDERAL HOME LOAN BANK—1.3%
	1,050,000	3.90%, 10/10/2008		1,054,562

		FEDERAL HOME LOAN MORTGAGE CORPORATION—8.2%
	1,525,000	4.00%, 10/29/2007		1,566,164
	492,392	5.50%, 1/1/2014		514,817
	1,585,896	5.50%, 12/1/2017		1,649,450
	1,044,511	6.00%, 4/1/2017		1,091,648
	427,518	6.50%, 1/15/2006		433,857
	1,172,505	6.50%, 9/1/2016		1,238,408
	1,685	7.00%, 8/1/2003		1,700
	314,791	7.50%, 2/1/2023		338,733

		TOTAL		6,834,777

		FEDERAL NATIONAL MORTGAGE ASSOCIATION—13.3%
	1,525,000	4.75%, 1/2/2007		1,631,427
	1,750,000	5.50%, 5/2/2006		1,906,361
	804,660	5.50%, 2/1/2009		844,334
	1,500,000	6.00%, 12/15/2005		1,657,283
	803,892	6.00%, 8/1/2009		849,396

Annual Report

SOUTHTRUST INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Value
$ 837,844	6.00%, 11/1/2014	$	880,589
1,563,536	6.00%, 1/1/2017		1,639,590
509,079	6.50%, 8/1/2013		540,083
1,094,236	7.00%, 10/1/2007		1,160,281

	TOTAL		11,109,344

	GOVERNMENT NATIONAL MORTGAGE ASSOCIATION—1.8%
404,992	7.00%, 9/15/2008		435,739
652,803	7.00%, 2/15/2009		698,841
341,489	7.50%, 12/15/2022		367,469

	TOTAL		1,502,049

TOTAL GOVERNMENT AGENCIES (identified cost $19,993,521)			20,500,732

SOVEREIGN BONDS—2.6%
1,125,000	British Columbia, Province of, Note, 4.625%, 10/3/2006		1,206,186
900,000	Italy, Government of, Bond, 2.50%, 3/31/2006		908,277

TOTAL SOVEREIGN BONDS (identified cost $2,021,913)			2,114,463

U.S. TREASURY OBLIGATIONS—17.1%
	U.S. TREASURY NOTES—17.1%
500,000	2.25%, 7/31/2004		506,543
800,000	3.00%, 11/15/2007		811,219
3,225,000	3.00%, 2/15/2008		3,259,269
8,000,000	4.375%, 5/15/2007		8,586,568
1,000,000	4.625%, 5/15/2006		1,077,461

TOTAL U.S. TREASURY OBLIGATIONS (identified cost $14,157,395)			14,241,060

SHORT-TERM BOND—1.4%
1,200,000	Arizona Educational Loan Marketing Corp., Revenue Bond, Series E-2, Weekly VRDNs, 12/1/2037 (identified cost $1,200,000)		1,200,000

Annual Report

SOUTHTRUST INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Concluded)

Shares		Value
MUTUAL FUND—2.7%
2,240,388	AIM Short-Term Investment Co. Prime Portfolio (at net asset value)	$	2,240,388

TOTAL INVESTMENTS—99.0% (identified cost $79,897,424)(2)			82,490,757

OTHER ASSETS AND LIABILITIES—NET—1.0%			867,290

NET ASSETS—100%		$	83,358,047

(1)

Denotes a restricted security which is subject to restrictions on resale under federal laws. These securities have been deemed liquid based upon criteria approved by the fund’s Board of Trustees. At April 30, 2003, these securities amounted to $1,082,704 which represents 1.3% of total net assets.

(2)

The cost of investments for federal tax purposes amounts to $80,306,029.

Note:

The categories of investments are shown as a percentage of total net assets at April 30, 2003.

The following acronym is used throughout this portfolio:

VRDNs—Variable Rate Demand Notes

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003

Principal Amount			Value
COLLATERALIZED MORTGAGE OBLIGATIONS—1.5%
$	1,238,401	Federal Home Loan Mortgage Corporation, 5.50%, 5/15/2009	$	1,275,049
	206,988	Federal Home Loan Mortgage Corporation, 9.50%, 2/15/2020		207,463
	760,349	GE Capital Mortgage Services, Inc., Series 1999-6, Class 1A2, 6.35%, 5/25/2029		776,206

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (identified cost $2,264,959)				2,258,718

CORPORATE BONDS—49.0%
		AUTOMOBILES—0.4%
	800,000	Ford Motor Co., Sr. Deb., 6.375%, 2/1/2029		638,265

		BANKING—5.6%
	2,000,000	BB&T Corp., Sub. Note, 7.25%, 6/15/2007		2,297,350
	2,000,000	Bank One Corp., Note, 6.00%, 8/1/2008		2,243,076
	1,000,000	Bank of America Corp., Sr. Note, 4.875%, 1/15/2013		1,028,640
	2,500,000	Bank of New York Co., Inc., Sub. Note, 8.50%, 12/15/2004		2,760,345

		TOTAL		8,329,411

		COMMERCIAL SERVICES—1.4%
	2,000,000	Equifax, Inc., Sr. Note, 6.50%, 6/15/2003		2,009,932

		COMMUNICATIONS—3.2%
	1,000,000	Citizens Communications Co., Note, 8.50%, 5/15/2006		1,159,460
	300,000	Comcast Corp., Note, 5.50%, 3/15/2011		310,065
	3,000,000	Verizon Global Funding, Note, 6.75%, 12/1/2005		3,342,111

		TOTAL		4,811,636

		CONSUMER CYCLICAL—3.2%
	1,000,000	Masco Corp., Unsecd. Note, 6.00%, 5/3/2004		1,039,967
	2,000,000	Sysco Corp., Note, 4.75%, 7/30/2005		2,122,112
	1,500,000	Target Corp., Unsecd. Note, 5.375%, 6/15/2009		1,628,167

		TOTAL		4,790,246

Annual Report

SOUTHTRUST BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount			Value
		CONSUMER DURABLES—0.8%
$1,000,000		Fortune Brands, Inc., Deb., 7.875%, 1/15/2023	$	1,201,085

		CONSUMER NON-DURABLES—0.5%
750,000		Gillette Co., (The), Note, 3.50%, 10/15/2007		761,482

		CONSUMER STAPLES—2.8%
1,000,000		Colgate-Palmolive Co., Note, Series E, 5.98%, 4/25/2012		1,109,419
1,250,000		PepsiCo, Inc., Note, 4.50%, 9/15/2004		1,299,923
1,500,000		Sara Lee Corp., Note, 6.25%, 9/15/2011		1,680,830

		TOTAL		4,090,172

		FINANCE—18.8%
1,500,000	(1)	AIG SunAmerica Global Financial, Sr. Note, Series 144A, 5.85%, 8/1/2008		1,658,112
2,000,000		CIT Group, Inc., Note, 5.625%, 5/17/2004		2,066,332
4,800,000		Citigroup, Inc., 5.75%, 5/10/2006		5,257,776
1,000,000		Citigroup, Inc., Bond, 6.625%, 6/15/2032		1,132,931
2,240,000		Countrywide Home Loans, Inc., Company Guarantee, 6.25%, 4/15/2009		2,494,126
2,000,000		Ford Motor Credit Co., Global Bond, 6.875%, 2/1/2006		2,070,290
500,000		Ford Motor Credit Co., Unsecd. Note, 7.50%, 3/15/2005		523,219
1,250,000		General Electric Capital Corp., Note, Series MTN, 6.75%, 3/15/2032		1,451,450
2,000,000		General Electric Capital Corp., Note, Series MTN, 6.80%, 11/1/2005		2,222,682
980,000		General Motors Acceptance Corp., Note, Series MTN, 5.25%, 5/16/2005		1,006,207
1,000,000		Goldman Sachs Group, Inc., Sr. Note, 6.60%, 1/15/2012		1,129,316
1,500,000		Household Finance Corp., Note, 6.375%, 10/15/2011		1,645,584
500,000		Household Finance Corp., Note, 6.375%, 11/27/2012		552,601

Annual Report

SOUTHTRUST BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Value
$1,300,000	Lehman Brothers Holdings, Inc., Note, 8.25%, 6/15/2007	$	1,545,978
2,000,000	Morgan Stanley, Unsub., 6.75%, 4/15/2011		2,275,928
100,000	SLM Corp., Note, 5.05%, 11/14/2014		101,858
850,000	Wells Fargo & Co., Note, 4.80%, 7/29/2005		905,482

	TOTAL		28,039,872

	OIL & GAS—2.4%
1,000,000	Apache Corp., Note, 6.25%, 4/15/2012		1,139,117
1,300,000	Marathon Oil Corp., Note, 6.00%, 7/1/2012		1,405,880
600,000	Murphy Oil Corp., 7.05%, 5/1/2029		681,969
300,000	Pemex Project Funding Master, Company Guarantee, 7.375%, 12/15/2014		326,250

	TOTAL		3,553,216

	PHARMACEUTICALS—2.1%
1,000,000	Bristol-Myers Squibb Co., Note, 4.75%, 10/1/2006		1,063,448
2,000,000	Merck & Co., Inc., Note, Series MTNE, 4.125%, 1/18/2005		2,077,076

	TOTAL		3,140,524

	RETAIL TRADE—2.1%
815,000	Lowe’s Cos., Inc., Deb., 6.50%, 3/15/2029		896,251
2,000,000	Safeway, Inc., Deb., 7.25%, 2/1/2031		2,245,908

	TOTAL		3,142,159

	TECHNOLOGY—1.8%
1,000,000	Computer Sciences Corp., 7.375%, 6/15/2011		1,168,690
1,500,000	Sun Microsystems, Inc., Sr. Note, 7.35%, 8/15/2004		1,575,442

	TOTAL		2,744,132

	UTILITIES—3.9%
2,000,000	Dominion Resources, Inc., Sr. Note, 7.625%, 7/15/2005		2,222,892
500,000	PSEG Power LLC, Company Guarantee, 6.95%, 6/1/2012		571,646
2,000,000	Progress Energy, Inc., 5.85%, 10/30/2008		2,193,214

Annual Report

SOUTHTRUST BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Value
$ 800,000	Sprint Capital Corp., Company Guarantee, 6.00%, 1/15/2007	$	820,000

	TOTAL		5,807,752

TOTAL CORPORATE BONDS (identified cost $66,722,920)			73,059,884

GOVERNMENT AGENCIES—25.6%
	FEDERAL HOME LOAN BANK—1.6%
2,000,000	7.03%, 7/14/2009		2,412,290

	FEDERAL HOME LOAN MORTGAGE CORPORATION—8.3%
2,500,000	5.125%, 7/15/2012		2,689,422
498,866	5.50%, 2/1/2033		513,676
410,955	6.00%, 4/1/2017		429,501
1,000,000	6.25%, 3/5/2012		1,096,605
1,128,143	6.50%, 12/1/2031		1,178,200
4,500,000	7.00%, 7/15/2005		5,008,212
1,379,516	7.00%, 12/1/2031		1,455,334

	TOTAL		12,370,950

	FEDERAL NATIONAL MORTGAGE ASSOCIATION—13.4%
408,860	5.50%, 5/1/2029		422,062
1,997,869	5.50%, 3/1/2033		2,056,306
2,500,000	5.625%, 5/14/2004		2,615,493
1,363,700	6.00%, 12/1/2008		1,416,724
1,151,906	6.00%, 12/1/2012		1,211,165
992,822	6.00%, 2/1/2033		1,034,901
1,984,287	6.00%, 3/1/2033		2,068,413
4,500,000	6.375%, 6/15/2009		5,227,164
349,946	6.50%, 4/1/2022		368,530
536,535	6.50%, 2/1/2029		568,566
1,653,440	6.50%, 4/1/2031		1,728,644
1,000,000	6.625%, 11/15/2030		1,200,905

	TOTAL		19,918,873

Annual Report

SOUTHTRUST BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount			Value
		GOVERNMENT NATIONAL MORTGAGE ASSOCIATION—2.3%
$ 447,915		5.50%, 12/15/2032	$	463,838
652,803		7.00%, 2/15/2009		698,841
1,822,480		7.00%, 11/15/2029		1,935,252
283,968		8.00%, 2/15/2030		307,371

		TOTAL		3,405,302

TOTAL GOVERNMENT AGENCIES (identified cost $36,415,028)				38,107,415

REAL ESTATE INVESTMENT TRUST—0.8%
1,000,000		EOP Operating LP, Unsecd. Note, 7.00%, 7/15/2011 (identified cost $990,200)		1,139,122

SOVEREIGN BONDS—5.0%
1,000,000		British Columbia, Province of, Note, 4.625%, 10/3/2006		1,072,165
1,000,000		Italy, Government of, Bond, 2.50%, 3/31/2006		1,009,197
250,000		Mexico, Government of, Note, 6.375%, 1/16/2013		262,500
4,000,000		Quebec, Province of, Note, 7.50%, 9/15/2029		5,195,104

TOTAL SOVEREIGN BONDS (identified cost $6,602,782)				7,538,966

U.S. TREASURY OBLIGATIONS—15.6%
		U.S. TREASURY BONDS—10.1%
3,000,000	(2)	7.50%, 11/15/2016		3,951,564
2,000,000	(2)	7.875%, 2/15/2021		2,765,782
3,650,000	(2)	8.00%, 11/15/2021		5,121,264
2,260,000	(2)	8.125%, 8/15/2019		3,170,710

		TOTAL		15,009,320

		U.S. TREASURY NOTES—5.5%
600,000		1.625%, 3/31/2005		601,969
1,300,000		4.00%, 11/15/2012		1,317,012
1,000,000		4.375%, 8/15/2012		1,044,415

Annual Report

SOUTHTRUST BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Concluded)

Principal Amount or Shares			Value
$ 1,300,000		4.875%, 2/15/2012	$	1,409,790
2,500,000	(2)	5.50%, 5/15/2009		2,827,053
1,000,000	(2)	7.25%, 5/15/2004		1,062,930

		TOTAL		8,263,169

TOTAL U.S. TREASURY OBLIGATIONS (identified cost $21,380,127)				23,272,489

MUTUAL FUND—1.0%
1,439,408		AIM Short-Term Investment Co. Prime Portfolio (at net asset value)		1,439,408
��
REPURCHASE AGREEMENT—11.1%
$16,561,313		Agreement with Morgan Stanley Tri-Party, 1.50% dated 4/30/2003, to be repurchased at $16,561,773 on 5/1/2003, collateralized by U.S. Government securities held at the Bank of New York with various maturities to 3/15/2033 (held as collateral for securities lending)		16,561,313

TOTAL INVESTMENTS—109.6% (identified cost $152,376,737)(3)				163,377,315

OTHER ASSETS AND LIABILITIES—NET—(9.6)%				(14,351,840	)

NET ASSETS—100%			$	149,025,475

(1)

(2)

Certain shares or principal amounts on loan to broker.

(3)

The cost of investments for federal tax purposes amounts to $152,627,426.

Note:

The categories of investments are shown as a percentage of total net assets at April 30, 2003.

The following acronym is used throughout this portfolio:

MTN—Medium Term Note

Annual Report

See Notes which are an integral part of the Financial Statements

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003

Principal Amount		Credit Rating(1)	Value
LONG-TERM MUNICIPALS—97.0%
	ALABAMA—96.0%
$1,020,000	Alabama Building Renovation Finance Authority, Refunding Revenue Bonds, 5.25% (AMBAC INS)/(Original Issue Yield: 4.85%), 9/1/2007	AAA	$	1,148,918
960,000	Alabama Drinking Water Finance Authority, Series A, Revenue Bond, 4.70% (AMBAC INS), 8/15/2011	AAA		1,019,770
875,000	Alabama Drinking Water Finance Authority, Series A, 5.125% (Original Issue Yield: 5.22%), 8/15/2016	AAA		951,939
1,230,000	Alabama Drinking Water Finance Authority, Revenue Bond, Series A, 4.65% (AMBAC INS)/(Original Issue Yield: 4.75%), 8/15/2011	AAA		1,339,138
500,000	Alabama Incentives Financing Authority, Series A, 6.00% (AMBAC INS)/(Original Issue Yield: 6.20%), 10/1/2029	AAA		572,940
500,000	Alabama Private Colleges & Universities Facilities Authority, Series A, Revenue Bond, 4.90% (FGIC INS), 7/1/2005	AAA		536,690
530,000	Alabama Special Care Facilities Finance Authority, 6.00% (MBIA INS), 10/1/2025	AAA		583,477
390,000	Alabama Special Care Facilities Finance Authority, Refunding Revenue Bonds, 6.00% (MBIA INS)/(Original Issue Yield: 5.999%), 4/1/2006 @102)	AAA		435,154
1,000,000	Alabama Special Care Facilities Finance Authority, Series A, 5.00% (Charity Obligated Group), 11/1/2019	NR		1,057,940

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount			Credit Rating(1)	Value
$	500,000	Alabama State Board Education, Revenue Bond, 5.00% (Shelton State Community College)/(MBIA INS), 10/1/2006	AAA	$	554,190
	1,150,000	Alabama State IDA, Special Tax, 4.50% (Original Issue Yield: 4.00%), 7/1/2010	A2		1,208,799
	1,000,000	Alabama State Parks System, GO UT, Series A, 5.00% (Original Issue Yield: 4.49%), 6/1/2012	AA		1,093,030
	1,165,000	Alabama State Public School & College Authority, Revenue Bonds, Series A, 5.00%, 2/1/2012	AA		1,279,776
	1,000,000	Alabama State Public School & College Authority, Revenue Bonds, Series C, 5.75%, 7/1/2017	AA		1,141,670
	1,000,000	Alabama State Public School & College Authority, Revenue Bonds, Series C, 5.00%, (FSA INS), 5/1/2012	AAA		1,107,010
	500,000	Alabama State Public School & College Authority, Revenue Bonds, 4.75% (Original Issue Yield: 4.85%), 11/1/2006	AAA		541,290
	600,000	Alabama State, GO UT, Series C, 5.50% (Parks Systems Improvement Corp.), 6/1/2010	AA		690,270
	1,410,000	Alabama State, Series C, 5.25% (Parks Systems Improvement Corp.), 6/1/2009	AA		1,597,431
	700,000	Alabama Water PCA, Series A, Revenue Bonds, 5.00% (AMBAC INS)/(Original Issue Yield: 5.60%), 8/15/2015	AAA		725,347
	500,000	Alabama Water PCA, Revenue Refunding Bonds, 4.75% (AMBAC INS), 8/15/2005	AAA		537,060

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Credit Rating(1)	Value
$1,000,000	Alabama Water PCA, Refunding Revenue Bonds, 5.50% (AMBAC INS)/(Original Issue Yield: 5.15%), 8/15/2008	AAA	$	1,148,500
1,000,000	Alabama Water PCA, Refunding Revenue Bonds, 5.50% (AMBAC INS)/(Original Issue Yield: 5.27%), 8/15/2014	AAA		1,123,510
500,000	Anniston, AL, Waterworks & Sewer Board, 5.35% (AMBAC INS)/(Original Issue Yield: 5.40%), 6/1/2014	AAA		544,150
500,000	Auburn, AL, GO Unlimited Warrants, 4.80%, 12/1/2009	AA-		543,710
750,000	Birmingham-Carraway, AL, Special Care Facilities Financing Authority, Refunding Revenue Bonds, 5.875% (Connie Lee INS)/(Original Issue Yield: 6.00%), 8/15/2015	AAA		819,495
465,000	Birmingham, AL, Waterworks & Sewer Board, Series B, 5.25% (MBIA INS)/(Original Issue Yield: 4.42%), 1/1/2017	AAA		510,761
1,200,000	Birmingham, AL, Waterworks & Sewer Board, Revenue Bonds Warrants, 5.125% (Original Issue Yield: 4.94%), 1/1/2017	AA-		1,279,368
500,000	East Central, AL, IDA, Refunding Revenue Bonds, 5.35% (AMBAC INS)/(Original Issue Yield: 5.414%), 9/1/2014	AAA		541,760
1,000,000	Homewood, AL, Educational Building Authority, Refunding Revenue Bonds, 5.02% (AMBAC INS)/(Original Issue Yield: 5.02%), 12/1/2016	NR		1,089,350

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Credit Rating(1)	Value
$1,615,000	Homewood, AL, GO UT, Warrants, 5.00% (Original Issue Yield: 4.66%), 9/1/2011 (@101)	AA-	$	1,740,857
1,000,000	Hoover, AL, Board of Education, 5.00% TAW (MBIA INS), 2/15/2015	AAA		1,087,240
345,000	Huntsville, AL, GO Limited Warrants, Series A, 5.25% (AMBAC INS)/(Original Issue Yield: 4.44%), 2/1/2017	AAA		379,189
1,105,000	Huntsville, AL, GO UT, Warrants, Series D, 5.00% (Original Issue Yield: 4.23%), 11/1/2006	AA		1,226,031
1,000,000	Huntsville, AL, Warrants, Series A, 5.00% (Original Issue Yield: 5.20%), 2/1/2007	AA		1,059,940
1,000,000	Huntsville, AL, Warrants, Series D, 5.25% (Original Issue Yield: 4.30%), 11/1/2009	AA		1,133,530
1,000,000	Jefferson County, AL, GO UT, Warrants, 5.20% (FSA INS)/(Original Issue Yield: 5.30%), 2/15/2012	AAA		1,099,830
750,000	Jefferson County, AL, Sewer, Revenue Refunding Warrants, Series D, 5.75% (Original Issue Yield: 5.829%), 2/1/2027	AAA		855,435
500,000	Lauderdale County & Florence, AL, Health Care Authority, Series A, 6.00% (MBIA INS)/(Original Issue Yield: 5.20%), 7/1/2013	AAA		586,295
500,000	Madison County, AL, Board of Education, Refunding TAW, 5.20% (FSA INS), 3/1/2015	AAA		544,930
500,000	Madison County, AL, Board of Education, Refunding TAW, Series B, 4.625% (FSA INS)/(Original Issue Yield: 4.65%), 3/1/2011	AAA		515,000

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Credit Rating(1)	Value
$1,185,000	Madison, AL, GO Unlimited Warrants, 6.00% (MBIA INS)/(Original Issue Yield: 6.10%), 4/1/2023	AAA	$	1,297,871
500,000	McIntosh, AL IDB, Series B, 4.65% (CIBA Specialty Chemicals Holding, Inc.)/(Original Issue Yield: 4.65%), 6/1/2008	A		529,600
1,000,000	Mobile County, AL Board of School Commissioners, Warrants, Series B, 5.00% (AMBAC INS), 3/1/2006	AAA		1,090,250
700,000	Mobile, AL Water & Sewer Commissioners, Revenue Bonds, 5.25% (FGIC INS)/(Original Issue Yield: 4.63%), 1/1/2015	AAA		776,965
600,000	Mobile, AL Water & Sewer Commissioners, Revenue Bonds, 5.25% (FGIC INS)/(Original Issue Yield: 4.74%), 1/1/2016	AAA		660,840
1,000,000	Mobile, AL Water & Sewer Commissioners, Refunding Revenue Bonds, 5.00% (FGIC INS)/(Original Issue Yield: 3.98%), 1/1/2009	AAA		1,112,080
350,000	Mobile, AL, GO Unlimited Warrants, 5.50% (AMBAC INS)/(Original Issue Yield: 5.67%), 2/15/2014	AAA		391,062
1,000,000	Montgomery, AL, BMC Special Care Facilities Finance Authority, Revenue Refunding Bonds, Series A, 5.20% (Baptist Medical Center, AL)/(AMBAC INS)/(Original Issue Yield: 5.30%), 5/1/2013	AAA		1,092,860

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount		Credit Rating(1)	Value
$1,000,000	Montgomery, AL, Dowtown Redevelpment Authority, Refunding Revenue Bonds, 5.00% (MBIA INS)/(Original Issue Yield: 3.74%), 10/1/2010	AAA	$	1,119,920
1,250,000	Shelby County, AL, Board of Education, GO Limited Warrants, Series A, 4.75% (AMBAC INS), 2/1/2009	AAA		1,375,562
500,000	The Board of Trustees of the University of Alabama, Revenue Bonds, Series A, 5.25% (AMBAC INS), 6/1/2008	AAA		556,950
500,000	The Board of Trustees of the University of Alabama, Revenue Bonds, Series A, 5.25% (AMBAC INS)/(Original Issue Yield: 5.25%), 6/1/2010	AAA		553,615
1,000,000	The Board of Trustees of the University of Alabama, Revenue Bonds, Series A, 5.40% (MBIA INS)/(Original Issue Yield: 5.55%), 9/1/2013	AAA		1,115,080
500,000	The Board of Trustees of the University of Alabama, Revenue Refunding Bonds, 4.60% (MBIA INS)/(Original Issue Yield: 4.65%), 6/1/2008	AAA		549,855
500,000	The Board of Trustees of the University of Alabama, Refunding Revenue Bonds, 5.00% (FGIC INS)/(Original Issue Yield: 4.09%), 10/1/2009	AAA		562,835
500,000	The Board of Trustees of the University of Alabama, Revenue Refunding Bonds, 5.00% (Original Issue Yield: 5.50%), 10/1/2014	AAA		513,715

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Principal Amount or Shares		Credit Rating(1)	Value
$1,000,000	Tuscaloosa County, AL, GO Unlimited Warrants, 5.55%, (Original issue yield: 5.70%), 1/1/2015	AA-	$	1,128,030
1,000,000	Tuscaloosa County, AL, GO Unlimited Warrants, 5.75%, (Original issue yield: 5.90%), 1/1/2019	AA-		1,132,170
1,125,000	Vestavia Hills, AL, GO UT, Series B, 5.00% (Original Issue Yield: 4.02%), 2/1/2013			1,250,595
400,000	Vestavia Hills, AL, GO UT, Series B, 5.00% (Original Issue Yield: 4.25%), 2/1/2015			432,544
500,000	Wilsonville, AL, IDB, Alabama Power Company (Gaston Plant), Series C, 5.50% (MBIA INS)/(Original Issue Yield: 5.499%), 1/1/2024	AAA		502,250

	TOTAL			53,695,369

	PUERTO RICO—1.0%
500,000	Puerto Rico Electric Power Authority, Revenue Bonds, Series DD, 5.00% (FSA INS), 7/1/2009	AAA		559,975

TOTAL LONG-TERM MUNICIPALS (identified cost $50,948,122)				54,255,344

MUTUAL FUND—1.7%
969,910	Federated Alabama Municipal Cash Trust Fund (at net asset value)			969,910

TOTAL INVESTMENTS—98.7% (identified cost $51,918,032)(2)				55,225,254

OTHER ASSETS AND LIABILITIES—NET—1.3%				714,304

NET ASSETS—100%			$	55,939,558

Annual Report

SOUTHTRUST ALABAMA TAX-FREE INCOME FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Concluded)

(1)

Please refer to the “Investment Ratings” in the Statement of Additional Information for an explanation of the credit ratings. Investment Ratings are unaudited.

(2)

The cost of investments for federal tax purposes amounts to $51,912,379.

Note:

The categories of investments are shown as a percentage of total net assets at April 30, 2003.

The following acronyms are used throughout this portfolio:

AMBAC—American Municipal Bond Assurance Corporation

FGIC—Financial Guaranty Insurance Company

FSA—Financial Security Assurance

GO—General Obligation

IDA—Industrial Development Authority

IDB—Industrial Development Bond

INS—Insured

MBIA—Municipal Bond Investors Assurance

PCA—Pollution Control Authority

TAW—Tax Anticipation Warrants

UT—Unlimited Tax

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST VALUE FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003

Shares			Value
COMMON STOCKS—96.8%
		CONSUMER DISCRETIONARY—13.4%
355,000	(1)	AOL Time Warner, Inc.	$	4,856,400
575,000		Circuit City Stores, Inc.		3,294,750
200,050	(1)	Comcast Corp., Class A		6,383,595
175,000		Home Depot, Inc.		4,922,750
175,000	(1)	Jones Apparel Group, Inc.		4,991,000
315,000		Penney (J.C.) Co., Inc.		5,373,900
150,000	(1)	Yum! Brands, Inc.		3,705,000

		TOTAL		33,527,395

		CONSUMER STAPLES—2.0%
210,000		CVS Corp.		5,084,100

		ENERGY—12.6%
85,000		Anadarko Petroleum Corp.		3,774,000
85,000		BP PLC, ADR		3,275,900
75,000		ChevronTexaco Corp.		4,710,750
65,000		Devon Energy Corp.		3,071,250
200,000		Halliburton Co.		4,282,000
71,000		Kerr-McGee Corp.		2,989,810
75,000		Schlumberger Ltd.		3,144,750
150,000	(1)	Transocean, Inc.		2,857,500
171,666		XTO Energy, Inc.		3,347,487

		TOTAL		31,453,447

		FINANCE—17.9%
210,000		Ace Ltd.		6,946,800
100,000		Ambac Financial Group, Inc.		5,835,000
105,000		Freddie Mac		6,079,500
95,000		Fannie Mae		6,877,050
250,000		FleetBoston Financial Corp.		6,630,000
265,000		U.S. Bancorp		5,869,750
80,000		XL Capital Ltd., Class A		6,584,000

		TOTAL		44,822,100

		HEALTHCARE—15.0%
150,000		Abbott Laboratories		6,094,500
210,000	(1)	AdvancePCS		6,312,600
100,000		Johnson & Johnson		5,636,000

Annual Report

SOUTHTRUST VALUE FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Continued)

Shares			Value
466,000		Pfizer, Inc.	$	14,329,500
135,000		Universal Health Services, Inc., Class B		5,220,450

		TOTAL		37,593,050

		INDUSTRIALS—16.5%
425,000	(1)	Cendant Corp.		6,069,000
75,000		Emerson Electric Co.		3,802,500
110,000		First Data Corp.		4,315,300
200,062		Honeywell International, Inc.		4,721,463
250,000		Masco Corp.		5,267,500
60,000		Northrop Grumman Corp.		5,277,000
450,000		Tyco International Ltd.		7,020,000
80,000		United Technologies Corp.		4,944,800

		TOTAL		41,417,563

		INFORMATION TECHNOLOGY—11.6%
1,685,194	(1)	Agere Systems, Inc., Class B		2,881,682
400,000	(1)	Cisco Systems, Inc.		6,016,000
200,000		Harris Corp.		5,712,000
65,000		International Business Machines Corp.		5,518,500
200,000	(1)	SunGuard Data Systems, Inc.		4,300,000
450,000	(1)	Unisys Corp.		4,680,000

		TOTAL		29,108,182

		MATERIALS—1.8%
93,100		Alcoa, Inc.		2,134,783
60,000		Nucor Corp.		2,451,000

		TOTAL		4,585,783

		TELECOMMUNICATIONS—5.0%
80,000		Alltel Corp.		3,748,800
55,000		Telephone and Data System, Inc.		2,369,950
168,360		Verizon Communications		6,293,297

		TOTAL		12,412,047

		UTILITIES—1.0%
175,000		Xcel Energy, Inc.		2,366,000

TOTAL COMMON STOCKS (identified cost $226,862,631)				242,369,667

Annual Report

SOUTHTRUST VALUE FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Concluded)

Shares		Value
MUTUAL FUND—2.9%
7,387,493	AIM Short-Term Investment Co. Prime Portfolio (at net asset value)	$	7,387,493

TOTAL INVESTMENTS—99.7% (identified cost $234,250,124)(2)			249,757,160

OTHER ASSETS AND LIABILITIES—NET—0.3%			627,463

NET ASSETS—100%		$	250,384,623

(1)

Non-income producing security.

(2)

The cost of investments for federal tax purposes amounts to $234,261,078.

Note:

The categories of investments are shown as a percentage of total net assets at April 30, 2003.

The following acronym is used throughout this portfolio:

ADR—American Depositary Receipt

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST GROWTH FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003

Shares			Value
COMMON STOCKS—99.1%
		CONSUMER DISCRETIONARY—18.1%
40,500	(1)	Best Buy Co., Inc.	$	1,400,490
55,000		Costco Wholesale Corp.		1,904,650
42,500		Disney (Walt) Co.		793,050
26,500		Harley Davidson, Inc.		1,177,660
80,000		Home Depot, Inc.		2,250,400
20,500	(1)	Kohl’s Corp.		1,164,400
30,000		Target Corp.		1,003,200
51,250		Wal-Mart Stores, Inc.		2,886,400

		TOTAL		12,580,250

		CONSUMER STAPLES—9.3%
28,750		Colgate-Palmolive Co.		1,643,637
28,750		PepsiCo, Inc.		1,244,300
53,750		Sysco Corp.		1,544,238
65,000		Walgreen Co.		2,005,900

		TOTAL		6,438,075

		ENERGY—2.2%
36,000		Schlumberger Ltd.		1,509,480

		FINANCE—16.9%
32,500		Aflac, Inc.		1,063,075
45,000		American Express Co.		1,703,700
36,250		American International Group, Inc.		2,100,687
18,750		Chubb Corp.		991,688
60,000		Citigroup, Inc.		2,355,000
20,750		Fannie Mae		1,502,093
14,500		Freddie Mac		839,550
23,750		Fifth Third Bancorp		1,170,637

		TOTAL		11,726,430

		HEALTHCARE—18.9%
50,000	(1)	Amgen, Inc.		3,065,500
42,500		Johnson & Johnson		2,395,300
25,000		Lilly (Eli) & Co.		1,595,500
62,500		Medtronic, Inc.		2,983,750
98,500		Pfizer, Inc.		3,028,875

		TOTAL		13,068,925

Annual Report

SOUTHTRUST GROWTH FUND

PORTFOLIO OF INVESTMENTS

April 30, 2003 (Concluded)

Shares			Value
		INDUSTRIALS—11.7%
11,500		3M Co.	$	1,449,460
31,750		First Data Corp.		1,245,552
92,500		General Electric Co.		2,724,125
95,000		Southwest Airlines Co.		1,516,200
75,000		Tyco International Ltd.		1,170,000

		TOTAL		8,105,337

		INFORMATION TECHNOLOGY—18.1%
75,000	(1)	Cisco Systems, Inc.		1,128,000
75,000	(1)	Dell Computer Corp.		2,168,250
72,500		Intel Corp.		1,334,000
11,500		International Business Machines Corp.		976,350
127,500		Microsoft Corp.		3,260,175
90,000		Nokia Oyj, Class A, ADR		1,491,300
52,500		Qualcomm, Inc.		1,674,225
29,000		Texas Instruments, Inc.		536,210

		TOTAL		12,568,510

		TELECOM SERVICES—3.9%
43,500		Alltel Corp.		2,038,410
18,500		Verizon Communications		691,530

		TOTAL		2,729,940

TOTAL COMMON STOCKS (identified cost $64,235,004)				68,726,947

MUTUAL FUND—0.7%
474,595		AIM Short-Term Investment Co. Prime Portfolio (at net asset value)		474,595

TOTAL INVESTMENTS—99.8% (identified cost $64,709,599)(2)				69,201,542

OTHER ASSETS AND LIABILITIES—NET—0.2%				114,198

NET ASSETS—100%			$	69,315,740

(1)

Non-income producing security.

(2)

The cost of investments for federal tax purposes amounts to $64,945,156.

Note:

The categories of investments are shown as a percentage of total net assets at April 30, 2003.

The following acronym is used throughout this portfolio:

ADR—American Depositary Receipt

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

April 30, 2003

	U.S. Treasury Money Market Fund		Income Fund			Bond Fund
Assets:
Investments in repurchase agreements	$	751,321,000	$	—		$	16,561,313
Investments in securities		399,191,418		82,490,757			146,816,002	(1)

Total investments in securities, at value		1,150,512,418		82,490,757			163,377,315
Cash		375,953		26,129			20,492
Receivable for investments sold		—		1,108,211			—
Receivable for shares sold		150		62,534			87,278
Income receivable		52,195		1,102,768			2,275,850
Deferred compensation		55,091		3,517			6,919

Total assets		1,150,995,807		84,793,916			165,767,854

Liabilities:
Payable for investments purchased		—		1,293,057			—
Payable for shares redeemed		—		105,489			82,111
Payable on collateral to broker		—		—			16,561,313
Income distribution payable		364,935		—			—
Accrued expenses		434,251		33,806			92,036
Payable for deferred compensation		55,091		3,517			6,919

Total liabilities		854,277		1,435,869			16,742,379

Net Assets Consist of:
Paid in capital		1,150,140,781		84,067,271			143,117,197
Net unrealized appreciation of investments		—		2,593,333			11,000,578
Accumulated net realized loss on investments		—		(3,328,794	)		(5,194,046	)
Undistributed net investment income		749		26,237			101,746

Total Net Assets	$	1,150,141,530	$	83,358,047		$	149,025,475

Shares Outstanding		1,150,140,781		8,463,673			14,142,273

Net Asset Value Per Share:
(Net Assets/Shares Outstanding)	$	1.00	$	9.85		$	10.54

Offering Price Per Share(2)	$	1.00	$	10.21	(3)	$	10.92	(3)

Redemption Proceeds Per Share(2)	$	1.00	$	9.75	(4)	$	10.43	(4)

Investments, at identified cost	$	1,150,512,418	$	79,897,424		$	152,376,737

(1)

Including $15,841,481 of securities loaned.

(2)

See “What Do Shares Cost?” in the Prospectus.

(3)

Computation of offering price: 100/96.5 of net asset value.

(4)

Computation of redemption proceeds: 99/100 of net asset value.

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

April 30, 2003 (Concluded)

	Alabama Tax-Free Income Fund			Value Fund			Growth Fund
Assets:
Total investments in securities, at value	$	55,225,254		$	249,757,160		$	69,201,542
Cash		13,765			159,202			45,458
Receivable for shares sold		816			392,367			97,894
Income receivable		723,132			266,637			27,702
Deferred compensation		2,760			15,983			4,053

Total assets		55,965,727			250,591,349			69,376,649

Liabilities:
Payable for shares redeemed		7,571			6,500			7,000
Accrued expenses		15,838			184,243			49,856
Payable for deferred compensation		2,760			15,983			4,053

Total liabilities		26,169			206,726			60,909

Net Assets Consist of:
Paid in capital		52,273,973			251,679,001			72,728,615
Net unrealized appreciation of investments		3,307,222			15,507,036			4,491,943
Accumulated net realized gain (loss) on investments		284,584			(16,917,207	)		(7,900,826	)
Undistributed net investment income (Accumulated net investment loss)		73,779			115,793			(3,992	)

Total Net Assets	$	55,939,558		$	250,384,623		$	69,315,740

Shares Outstanding		5,168,590			20,350,028			11,183,467

Net Asset Value Per Share:
(Net Assets/Shares Outstanding)	$	10.82		$	12.30		$	6.20

Offering Price Per Share(1)	$	11.21	(2)	$	12.88	(3)	$	6.49	(3)

Redemption Proceeds Per Share(1)	$	10.71	(4)	$	12.18	(4)	$	6.14	(4)

Investments, at identified cost	$	51,918,032		$	234,250,124		$	64,709,599

(1)

See “What Do Shares Cost?” in the Prospectus.

(2)

Computation of offering price: 100/96.5 of net asset value.

(3)

Computation of offering price: 100/95.5 of net asset value.

(4)

Computation of redemption proceeds: 99/100 of net asset value.

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF OPERATIONS

Year Ended April 30, 2003

	U.S. Treasury Money Market Fund			Income Fund			Bond Fund
Investment Income:
Interest	$	18,178,598		$	3,554,806		$	7,972,704	(1)

Expenses:
Investment adviser fee		5,887,227			465,325			865,352
Administrative personnel and services fee		1,132,179			74,613			138,738
Custodian fees		83,872			7,755			14,422
Transfer and dividend disbursing agent fees and expenses		16,904			31,858			30,510
Directors’/Trustees’ fees		14,285			1,177			2,188
Auditing fees		15,656			16,555			17,743
Legal fees		12,009			9,301			9,461
Portfolio accounting fees		358,690			30,459			49,559
Shareholder services fee		2,943,614			193,885			360,563
Share registration costs		7,226			13,856			19,989
Printing and postage		9,329			13,791			14,585
Insurance premiums		2,355			2,311			2,877
Deferred compensation expense		26,809			1,629			3,189
Miscellaneous		54,761			8,854			14,830

Total expenses		10,564,916			871,369			1,544,006

Waivers—
Waiver of investment adviser fee		(1,648,423	)		(201,641	)		—
Waiver of shareholder services fee		(2,354,891	)		(155,108	)		(288,451	)

Total waivers		(4,003,314	)		(356,749	)		(288,451	)

Net expenses		6,561,602			514,620			1,255,555

Net investment income		11,616,996			3,040,186			6,717,149

Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on investments		—			380,755			(437,259	)
Change in unrealized appreciation of investments		—			1,915,648			9,058,094

Net realized and unrealized gain on investments		—			2,296,403			8,620,835

Change in net assets resulting from operations	$	11,616,996		$	5,336,589		$	15,337,984

(1)

Includes income on securities loaned of $3,267.

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF OPERATIONS

Year Ended April 30, 2003 (Concluded)

	Alabama Tax-Free Income Fund			Value Fund			Growth Fund
Investment Income:
Dividends	$	—		$	4,248,058	(1)	$	710,649	(1)
Interest		2,399,013			132,728			5,902

Total income		2,399,013			4,380,786			716,551

Expenses:
Investment adviser fee		336,180			1,897,994			482,719
Administrative personnel and services fee		53,894			243,241			61,894
Custodian fees		5,603			25,307			6,436
Transfer and dividend disbursing agent fees and expenses		27,010			46,514			49,388
Directors’/Trustees’ fees		1,081			3,342			751
Auditing fees		14,762			15,203			15,031
Legal fees		7,194			1,892			8,778
Portfolio accounting fees		24,843			78,620			20,936
Shareholder services fee		140,075			632,665			160,906
Share registration costs		15,034			12,768			15,780
Printing and postage		11,627			33,003			32,570
Insurance premiums		2,147			3,922			2,310
Deferred compensation expense		1,228			6,686			1,595
Miscellaneous		8,613			15,693			13,366

Total expenses		649,291			3,016,850			872,460

Waivers—
Waiver of investment adviser fee		(196,105	)		—			—
Waiver of shareholder services fee		(112,060	)		(506,132	)		(109,416	)

Total waivers		(308,165	)		(506,132	)		(109,416	)

Net expenses		341,126			2,510,718			763,044

Net investment income (loss)		2,057,887			1,870,068			(46,493	)

Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on investments		677,784			(16,856,532	)		(4,308,934	)
Change in unrealized appreciation of investments		1,863,551			(45,537,697	)		(2,846,896	)

Net realized and unrealized gain (loss) on investments		2,541,335			(62,394,229	)		(7,155,830	)

Change in net assets resulting from operations	$	4,599,222		$	(60,524,161	)	$	(7,202,323	)

(1)

Net of foreign taxes withheld of $3,542 and $4,099, respectively.

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

	U.S. Treasury Money Market Fund						Income Fund
	Year Ended April 30,						Year Ended April 30,
	2003			2002			2003			2002
Increase (Decrease) in Net Assets
Operations—
Net investment income	$	11,616,996		$	27,926,295		$	3,040,186		$	3,482,849
Net realized gain (loss) on investments		—			—			380,755			(228,883	)
Net change in unrealized appreciation/depreciation of investments		—			—			1,915,648			(315,530	)

Change in net assets resulting from operations		11,616,996			27,926,295			5,336,589			2,938,436

Distributions to Shareholders—
Distributions from net investment income		(11,616,247	)		(27,926,295	)		(3,508,640	)		(3,742,177	)

Share Transactions—
Proceeds from sale of shares		2,923,029,533			2,770,209,912			22,551,986			21,385,277
Net asset value of shares issued to shareholders in payment of distributions declared		4,530,298			11,890,811			663,318			692,231
Cost of shares redeemed		(3,015,344,574	)		(2,685,661,908	)		(14,548,117	)		(18,138,920	)

Change in net assets resulting from share transactions		(87,784,743	)		96,438,815			8,667,187			3,938,588

Change in net assets		(87,783,994	)		96,438,815			10,495,136			3,134,847
Net Assets:
Beginning of period		1,237,925,524			1,141,486,709			72,862,911			69,728,064

End of period	$	1,150,141,530		$	1,237,925,524		$	83,358,047		$	72,862,911

Undistributed net investment income included in net assets at end of period	$	749		$	—		$	26,237		$	4,675

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

(Continued)

	Bond Fund						Alabama Tax-Free Income Fund
	Year Ended April 30,						Year Ended April 30,
	2003			2002			2003			2002
Increase (Decrease) in Net Assets
Operations—
Net investment income	$	6,717,149		$	7,362,250		$	2,057,887		$	2,182,497
Net realized gain (loss) on investments		(437,259	)		(946,922	)		677,784			929,534
Net change in unrealized appreciation/depreciation of investments		9,058,094			(762,362	)		1,863,551			243,808

Change in net assets resulting from operations		15,337,984			5,652,966			4,599,222			3,355,839

Distributions to Shareholders—
Distributions from net investment income		(7,175,461	)		(7,665,011	)		(2,105,722	)		(2,194,016	)
Distributions from net realized gain on investments transactions		—			—			(993,226	)		(239,673	)

Change in net assets from distributions to shareholders		(7,175,461	)		(7,665,011	)		(3,098,948	)		(2,433,689	)

Share Transactions—
Proceeds from sale of shares		20,512,699			23,566,350			6,834,222			10,460,081
Net asset value of shares issued to shareholders in payment of distributions declared		4,803,999			5,289,937			1,272,211			537,998
Cost of shares redeemed		(28,634,164	)		(23,212,538	)		(9,123,430	)		(9,009,911	)

Change in net assets resulting from share transactions		(3,317,466	)		5,643,749			(1,016,997	)		1,988,168

Change in net assets		4,845,057			3,631,704			483,277			2,910,318
Net Assets:
Beginning of period		144,180,418			140,548,714			55,456,281			52,545,963

End of period	$	149,025,475		$	144,180,418		$	55,939,558		$	55,456,281

Undistributed net investment income included in net assets at end of period	$	101,746		$	154,974		$	73,779		$	82,711

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

(Concluded)

	Value Fund						Growth Fund
	Year Ended April 30,						Year Ended April 30,
	2003			2002			2003			2002
Increase (Decrease) in Net Assets Operations—
Net investment income (loss)	$	1,870,068		$	1,607,479		$	(46,493	)	$	(153,447	)
Net realized gain (loss) on investments		(16,856,532	)		1,284,235			(4,308,934	)		(2,506,548	)
Net change in unrealized appreciation/depreciation of investments		(45,537,697	)		(31,160,559	)		(2,846,896	)		(12,896,606	)

Change in net assets resulting from operations		(60,524,161	)		(28,268,845	)		(7,202,323	)		(15,556,601	)

Distributions to Shareholders—
Distributions from net investment income		(1,879,277	)		(1,522,148	)		—			—
Distributions from net realized gain on investments transactions		(1,284,234	)		(6,369,951	)		—			—

Change in net assets from distributions to shareholders		(3,163,511	)		(7,892,099	)		—			—

Share Transactions—
Proceeds from sale of shares		32,274,244			52,510,486			16,838,392			17,432,751
Net asset value of shares issued to shareholders in payment of distributions declared		2,660,320			7,688,686			—			—
Cost of shares redeemed		(46,827,250	)		(43,729,327	)		(12,224,237	)		(20,508,311	)

Change in net assets resulting from share transactions		(11,892,686	)		16,469,845			4,614,155			(3,075,560	)

Change in net assets		(75,580,358	)		(19,691,099	)		(2,588,168	)		(18,632,161	)
Net Assets:
Beginning of period		325,964,981			345,656,080			71,903,908			90,536,069

End of period	$	250,384,623		$	325,964,981		$	69,315,740		$	71,903,908

Undistributed net investment income (Accumulated net investment loss) included in net assets at end of period	$	115,793		$	125,002		$	(3,992	)	$	(2,432	)

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

FINANCIAL HIGHLIGHTS

(For a share outstanding throughout each period)

Year Ended April 30,	Net asset value, beginning of period		Net investment income (loss)		Net realized and unrealized gain (loss) on investments		Total from investment operations		Distributions from net investment income		Distributions from net realized gain on investments
U.S. Treasury Money Market Fund
1999	$	1.00	0.05		—		0.05		(0.05	)	—
2000	$	1.00	0.05		—		0.05		(0.05	)	—
2001	$	1.00	0.06		—		0.06		(0.06	)	—
2002(3)	$	1.00	0.02		—		0.02		(0.02	)	—
2003	$	1.00	0.01		—		0.01		(0.01	)	—

Income Fund
1999	$	9.81	0.57		(0.03	)	0.54		(0.57	)	—
2000	$	9.78	0.58		(0.37	)	0.21		(0.58	)	—
2001	$	9.41	0.57		0.31		0.88		(0.57	)	—
2002(3)	$	9.72	0.53	(4)	(0.13	)(4)	0.40		(0.50	)	—
2003	$	9.62	0.44		0.23		0.67		(0.44	)	—

Bond Fund
1999	$	10.40	0.55		0.03		0.58		(0.56	)	(0.18	)
2000	$	10.24	0.58		(0.57	)	0.01		(0.58	)	—
2001	$	9.67	0.57		0.42		0.99		(0.58	)	—
2002(3)	$	10.08	0.55	(4)	(0.13	)(4)	0.42		(0.54	)	—
2003	$	9.96	0.51		0.58		1.09		(0.51	)	—

Alabama Tax-Free Income Fund
2000(5)	$	10.00	0.29		(0.14	)	0.15		(0.28	)	—
2001	$	9.87	0.43		0.47		0.90		(0.42	)	—
2002(3)	$	10.35	0.40	(4)	0.26	(4)	0.66		(0.42	)	(0.05	)
2003	$	10.54	0.40		0.48		0.88		(0.41	)	(0.19	)

Value Fund
1999	$	19.05	0.08		0.43		0.51		(0.08	)	(1.58	)
2000	$	17.90	0.06		0.63		0.69		(0.06	)	(1.56	)
2001	$	16.97	0.09		1.75		1.84		(0.09	)	(1.68	)
2002(3)	$	17.04	0.08		(1.45	)	(1.37	)	(0.07	)	(0.31	)
2003	$	15.29	0.09		(2.93	)	(2.84	)	(0.09	)	(0.06	)

Growth Fund
2000(5)	$	10.00	—		0.65		0.65		—		(0.25	)
2001	$	10.40	(0.00	)(7)	(1.30	)	(1.30	)	—		(0.71	)
2002(3)	$	8.39	(0.00	)(7)	(1.51	)	(1.51	)	—		—
2003	$	6.88	(0.00	)(7)	(0.68	)	(0.68	)	—		—

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

FINANCIAL HIGHLIGHTS

(For a share outstanding throughout each period)

						Ratios to average net assets
Total distributions		Net asset value, end of period		Total return(1)		Expenses		Net investment income (loss)		Expense waivers/ reimburse ments(2)		Net assets, end of period (000 omitted)		Portfolio turnover rate

(0.05	)	$	1.00	4.77	%	0.45	%	4.65	%	0.19	%	$	687,683	—
(0.05	)	$	1.00	4.91	%	0.49	%	4.82	%	0.40	%	$	852,783	—
(0.06	)	$	1.00	5.68	%	0.50	%	5.50	%	0.39	%	$	1,141,487	—
(0.02	)	$	1.00	2.38	%	0.51	%	2.33	%	0.38	%	$	1,237,926	—
(0.01	)	$	1.00	0.98	%	0.56	%	0.99	%	0.34	%	$	1,150,142	—


(0.57	)	$	9.78	5.58	%	0.75	%	5.76	%	0.41	%	$	52,446	48	%
(0.58	)	$	9.41	2.25	%	0.64	%	6.13	%	0.57	%	$	64,262	85	%
(0.57	)	$	9.72	9.58	%	0.70	%	5.91	%	0.56	%	$	69,728	55	%
(0.50	)	$	9.62	4.17	%	0.68	%	4.77	%(4)	0.53	%	$	72,863	69	%
(0.44	)	$	9.85	7.11	%	0.66	%	3.92	%	0.46	%	$	83,358	52	%


(0.74	)	$	10.24	5.54	%	0.84	%	5.26	%	—		$	129,897	119	%
(0.58	)	$	9.67	0.15	%	0.84	%	5.88	%	0.22	%	$	113,381	76	%
(0.58	)	$	10.08	10.47	%	0.89	%	5.80	%	0.20	%	$	140,549	80	%
(0.54	)	$	9.96	4.18	%	0.87	%	5.07	%(4)	0.20	%	$	144,180	114	%
(0.51	)	$	10.54	11.23	%	0.87	%	4.66	%	0.20	%	$	149,025	34	%


(0.28	)	$	9.87	1.47	%	0.65	%(6)	4.17	%(6)	0.60	%(6)	$	52,766	33	%
(0.42	)	$	10.35	9.27	%	0.63	%	4.19	%	0.60	%	$	52,546	14	%
(0.47	)	$	10.54	6.44	%	0.64	%	3.96	%(4)	0.58	%	$	55,456	50	%
(0.60	)	$	10.82	8.53	%	0.61	%	3.67	%	0.55	%	$	55,940	24	%


(1.66	)	$	17.90	5.17	%	0.91	%	0.48	%	—		$	388,731	45	%
(1.62	)	$	16.97	4.26	%	0.94	%	0.37	%	0.22	%	$	329,419	45	%
(1.77	)	$	17.04	12.12	%	0.98	%	0.53	%	0.20	%	$	345,656	54	%
(0.38	)	$	15.29	(8.04	)%	0.98	%	0.49	%	0.20	%	$	325,965	43	%
(0.15	)	$	12.30	(18.50	)%	0.99	%	0.74	%	0.20	%	$	250,385	37	%


(0.25	)	$	10.40	6.54	%	1.15	%(6)	(0.01	)%(6)	0.20	%(6)	$	86,367	28	%
(0.71	)	$	8.39	(12.68	)%	1.08	%	(0.10	)%	0.20	%	$	90,536	19	%
—		$	6.88	(18.00	)%	1.13	%	(0.19	)%	0.19	%	$	71,904	27	%
—		$	6.20	(9.88	)%	1.19	%	(0.07	)%	0.17	%	$	69,316	20	%

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

FINANCIAL HIGHLIGHTS

(For a share outstanding throughout each period)

(1)

Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

(2)

This voluntary expense decrease is reflected in both the expense and the net investment income (loss) ratios shown.

(3)

Beginning with the year ended April 30, 2002, the Funds were audited by KPMG LLP. Each of the previous periods was audited by other auditors.

(4)

Effective May 1, 2001, the Company adopted the provisions of the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies and began accreting/amortizing market discounts/premiums on long term debt securities for the Alabama Tax-Free Income Fund, Income Fund and Bond Fund.

The effect of this change for the year ended April 30, 2002 resulted in the following adjustments:

	Net investment income per share			Net realized and unrealized gain/loss per share			Ratio of net investment income to average net assets
Alabama Tax-Free Income Fund	$	0.01		$	(0.01	)	0.01	%
Income Fund	$	(0.03	)	$	0.03		(0.32	)%
Bond Fund	$	(0.02	)	$	0.02		(0.24	)%

Per share, ratios and supplemental data for the periods prior to May 1, 2001 have not been restated to reflect this change in presentation.

(5)

Reflects operations for the period from August 20, 1999 (date of initial public investment) to April 30, 2000.

(6)

Computed on an annualized basis.

(7)

Per share amount is less than $0.01.

See Notes which are an integral part of the Financial Statements

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003

(1) Organization

SouthTrust Funds (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Company consists of six portfolios (individually referred to as the “Fund”, or collectively as the “Funds”) which are presented herein:


Portfolio Name	Diversification	Investment Objective
U.S. Treasury Money Market Fund (“U.S. Treasury”)	Diversified	To provide as high a level of current interest income as is consistent with maintaining liquidity and stability of principal.

Income Fund (“Income”)	Diversified	To provide current income.

Bond Fund (“Bond”)	Diversified	To provide a level of total return consistent with a portfolio of high-quality debt securities.

Alabama Tax Free Income Fund (“Alabama Tax-Free Income”)	Non-diversified	To provide current income exempt from federal income tax and the income tax imposed by the State of Alabama.

Value Fund (“Value”)	Diversified	To provide long-term capital appreciation, with income a secondary consideration.

Growth Fund (“Growth”)	Diversified	To provide capital appreciation.

The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held.

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

(2) Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Company in the preparation of its financial statements. These policies are in conformity with GAAP.

Investment Valuation—Municipal bonds are valued by an independent pricing service, taking into consideration yield, liquidity, risk, credit quality, coupon, maturity, type of issue and any other factors or market data the pricing service deems relevant. U.S. government securities are generally valued at the mean between the over-the-counter bid and asked prices as furnished by an independent pricing service. Listed corporate bonds (other fixed income and asset-backed securities) and unlisted securities and private placement securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Listed equity securities are valued at the last sale price reported on a national securities exchange. For U.S. Treasury, the use of the amortized cost method to value its portfolio securities is in accordance with Rule 2a-7 under the Act. For fluctuating net asset value Funds within the Company, short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities purchased with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the “Trustees”).

Repurchase Agreements—It is the policy of the Company to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank’s vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Company to monitor, on a daily basis, the market value of each repurchase agreement’s collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Company will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Company’s adviser to be creditworthy pursuant to the

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

guidelines and/or standards reviewed or established by the Trustees. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Company could receive less than the repurchase price on the sale of collateral securities.

Investment Income, Expenses and Distributions—Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value.

Premium and Discount Amortization/Paydown Gains and Losses—All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes. Gains and losses realized on principal payment of mortgage-backed securities (paydown gains and losses) are classified as part of investment income.

Federal Taxes—It is the Company’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

When-Issued and Delayed Delivery Transactions—The Company may engage in when-issued or delayed delivery transactions. The Company records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Securities Lending—Under guidelines adopted by the Trustees, each Fund may lend portfolio securities to brokers/dealers and other financial organizations in order to generate additional income. Loans of portfolio

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

securities by a Fund will be collateralized by cash, letters of credit or U.S. government securities which are maintained at 102% of the current market value of the loaned securities.

Collateral is either held as cash or reinvested in short-term securities including overnight repurchase agreements, commercial paper, master notes, floating rate corporate notes (with at least quarterly reset rates) and money market funds. The Fund returns a portion of the interest on any cash received as collateral and continues to receive interest or dividends on securities loaned. Included in interest income is $3,267 for Bond Fund attributable to income earned on securities lending transactions.

Loans will be made to firms deemed by the Company’s adviser to be of good financial standing and will not be made unless, in the judgement of the Company’s adviser, the consideration to be earned from such loans would justify the risk. The risks associated with lending portfolio securities consist of possible decline in value of collateral, possible delays receiving additional collateral or in the recovery of the loaned securities or expenses from enforcing the Fund’s rights should the borrower of the securities fail financially.

As of April 30, 2003, the value of securities loaned, the payable on collateral due to broker and the value of reinvested cash collateral securities were as follows:

Fund		Market Value of Securities Loaned			Payable on Collateral Due to Broker			Market Value of Reinvested Collateral Securities
Bond		$	15,841,481		$	16,561,313		$	16,561,313

Cash collateral is held in a segregated account.

Restricted Securities—Restricted securities are securities that may only be resold upon registration under federal securities laws or in transactions exempt from such registration. In some cases, the issuer of restricted securities has agreed to register such securities for resale, at the issuer’s expense either upon demand by the Fund or in connection with another registered offering of the securities. Many restricted securities may be resold in the secondary market in transactions exempt from registration. Such restricted securities may be determined to be liquid under criteria established by the Trustees. The Fund will not incur any registration costs upon such resales. The Fund’s restricted securities are valued at the price

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

provided by dealers in the secondary market or, if no market prices are available, at the fair value as determined in good faith using methods approved by the Trustees.

Other—Investment transactions are accounted for on a trade date basis.

(3) Change in Accounting Policy

Effective May 1, 2001, the Funds adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies (the “Guide”). For financial statement purposes, the revised Guide requires the Funds to amortize premium and discount on all fixed securities and to classify gains and losses realized on principal payments received on mortgage-backed securities (pay-down gains and losses) as part of investment income.

Upon initial adoption, the Funds adjusted their cost of fixed income securities by the cumulative amount of amortization that would have been recognized had amortization been in effect from the purchase date of each holding with a corresponding reclassification between unrealized appreciation/depreciation on investments and undistributed net investment income. Adoption of these accounting principles does not affect the Funds’ net asset value or distributions, but changes the classification of certain amounts between investment income and realized and unrealized gain/loss on the Statement of Operations. The cumulative effect to the Funds resulting from the adoption of premium and discount amortization and recognition of paydown gains and losses as part of investment income on the financial statements is as follows:

	As of May 1, 2001									For the Year Ended April 30, 2002
	Cost of investments			Undistributed Net Investment Income			Accumulated Net Gain (Loss)			Net Investment Income			Net Unrealized Appreciation (Depreciation)		Net Realized Gain (Loss)
Alabama Tax-Free Income	$	48,700		$	48,700		$	0		$	8,347		$	2,016	$	(10,363	)
Bond		(102,374	)		(101,116	)		(1,258	)		(346,382	)		56,195		290,187
Income		(156,172	)		(251,525	)		95,353			(229,815	)		30,498		199,317

The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

(4) Shares of Beneficial Interest

The Master Trust Agreement permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (par value of $0.001). Transactions in shares were as follows:

	U.S. Treasury				Income
	Year Ended April 30,				Year Ended April 30,
	2003		2002		2003		2002
Shares sold	2,923,029,533		2,770,209,912		2,308,958		2,187,317
Shares issued to shareholders in payment of distributions declared	4,530,298		11,890,811		68,005		70,963
Shares redeemed	(3,015,344,574	)	(2,685,661,908	)	(1,490,287	)	(1,858,232	)

Net change resulting from share transactions	(87,784,743	)	96,438,815		886,676		400,048

	Bond				Alabama Tax-Free Income
	Year Ended April 30,				Year Ended April 30,
	2003		2002		2003		2002
Shares sold	1,999,737		2,310,117		634,171		991,579
Shares issued to shareholders in payment of distributions declared	468,300		521,368		119,099		51,556
Shares redeemed	(2,808,245	)	(2,286,181	)	(844,787	)	(859,097	)

Net change resulting from share transactions	(340,208	)	545,304		(91,517	)	184,038

	Value				Growth
	Year Ended April 30,				Year Ended April 30,
	2003		2002		2003		2002
Shares sold	2,612,615		3,284,310		2,806,349		2,233,467
Shares issued to shareholders in payment of distributions declared	220,516		491,454		—		—
Shares redeemed	(3,802,945	)	(2,736,329	)	(2,066,816	)	(2,583,910	)

Net change resulting from share transactions	(969,814	)	1,039,435		739,533		(350,443	)

(5) Federal Tax Information

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to differing treatments for net operating losses, deferral of losses from wash sales, post-October losses, and discount accretion/premium amortization on debt securities.

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

For the year ended April 30, 2003, permanent differences identified and reclassified among the components of net assets were as follows:

Fund	Paid-In Capital			Accumulated Realized Gain (Loss)			Undistributed Net Investment Income (Loss)
Income	$	—		$	(490,016	)	$	490,016
Bond		—			(405,084	)		405,084
Alabama Tax-Free Income		—			(38,903	)		38,903
Growth		(44,933	)		—			44,933

Net investment income, net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions reported on the Statement of Changes in Net Assets for the years ended April 30, 2003 and 2002, was as follows:

	2003						2002
	Tax-Exempt Income		Ordinary Income*		Long- Term Capital Gains		Tax-Exempt Income		Ordinary Income*		Long- Term Capital Gains
U.S. Treasury	$	—	$	11,616,247	$	—	$	—	$	27,926,295	$	—
Income		—		3,508,640		—		—		3,742,177		—
Bond		—		7,175,461		—		—		7,665,011		—
Alabama Tax-Free Income		2,067,055		160,454		871,439		2,194,016		—		239,673
Value		—		1,879,277		1,284,234		—		1,522,148		6,369,951

For tax purposes, short-term capital gain distributions are considered as ordinary income.

As of April 30, 2003, the components of distributable earnings on a tax basis were as follows:

	Undistributed Tax-Exempt Income		Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ Depreciation		Total Capital Loss Carryforward
U.S. Treasury	$	—	$	419,960	$	—	$	—	$	—
Income		—		29,700		—		2,184,728		439,449
Bond		—		108,562		—		10,749,889		1,401,892
Alabama Tax-Free Income		74,854		63,974		216,600		3,312,875		—
Value		—		131,529		—		15,496,082		7,727,098
Growth		—		—		—		4,256,386		2,468,916

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

For federal income tax purposes, the following amounts apply as of April 30, 2003:

Fund	Cost of Investments			Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation/ Depreciation
U.S. Treasury	$	1,150,512,418	**	$	—	$	—		$	—
Income		80,306,029			2,294,611		(109,883	)		2,184,728
Bond		152,627,426			10,776,311		(26,422	)		10,749,889
Alabama Tax-Free Income		51,912,379			3,312,875		—			3,312,875
Value		234,261,078			34,660,662		(19,164,580	)		15,496,082
Growth		64,945,156			11,878,242		(7,621,856	)		4,256,386

at amortized cost

The difference between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to the tax deferral of losses on wash sales and the amortization/accretion tax elections on fixed income securities.

At April 30, 2003, the Funds had capital loss carryforwards which will reduce each Fund’s taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Funds of any liability for federal tax. Pursuant to the Code, such capital loss carryforwards will expire as follows:

	Expiration Year						Total Capital Loss Carryforwards
Fund	2009		2010		2011		Total Capital Loss Carryforwards
Income	$	439,449	$	—	$	—	$	439,449
Bond		1,331,627		—		70,265		1,401,892
Value		—		—		7,727,098		7,727,098
Growth		1,014,485		1,454,431		—		2,468,916

Under current tax regulations, capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. As of April 30, 2003, for federal income tax purposes, post October losses as follows were deferred to May 1, 2003.

Fund	Post-October Losses
Income	$	2,480,740
Bond		3,541,465
Value		9,179,156
Growth		5,196,352

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

(6) Investment Adviser Fee and Other Transactions with Affiliates

Investment Adviser Fee—SouthTrust Investment Advisors, the Company’s investment adviser (the “Adviser”), receives for its services an annual investment adviser fee based on a percentage of each Fund’s average daily net assets as shown below. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Fund		Annual Rate
U.S. Treasury		0.50%

Income		0.60%

Bond		0.60%

Alabama Tax-Free Income		0.60%

Value		0.75%

Growth		0.75%

Administrative Fee—Federated Services Company (“FServ”) provides the Company with certain administrative personnel and services. The fee is based on a scale that ranges from 0.15% to 0.075% of the average aggregate net assets of the Company for the period. FServ may voluntarily choose to waive a portion of its fee. FServ can modify or terminate this voluntary waiver at any time at its sole discretion.

Distribution Services Fee—The Company has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act on behalf of Income, Alabama Tax-Free Income and Growth. Under the terms of the Plan, the Funds will compensate Federated Securities Corp., (“FSC”) the principal distributor, from the net assets of the Funds to finance activities intended to result in the sale of the Funds’ shares. The Plan provides that the Funds may incur distribution expenses according to the following schedule annually, to compensate FSC.

Fund		Percentage of the Average Daily Net Assets of Fund
Income		0.25%

Alabama Tax-Free Income		0.25%

Growth		0.25%

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Continued)

During the year ended April 30, 2003, none of the above mentioned Funds incurred a distribution services fee.

Shareholder Services Fee—Under the terms of a Shareholder Services Agreement with the Adviser, the Funds will pay the Adviser up to 0.25% of average daily net assets of the Funds for the period. The fee paid to the Adviser is used to finance certain services for shareholders and to maintain shareholder accounts. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses—FServ, through its subsidiary Federated Shareholder Services Company (“FSSC”), serves as transfer and dividend disbursing agent for the Company. The fee paid to FSSC is based on the size, type, and number of accounts and transactions made by shareholders.

Deferred Compensation Plan—The Company’s independent Trustees may participate in a deferred compensation plan. Under the deferred compensation plan, Trustees may elect to defer 50% or 100% of the compensation they earn as Trustees. Amounts deferred will be invested in Shares of one or more eligible Funds as defined under the Plan.

General—Certain of the Officers of the Company are Officers and Directors or Trustees of the above companies.

(7) Investment Transactions

Purchases and sales of investments, excluding long-term U.S. government securities, short-term obligations (and in-kind contributions), for the year ended April 30, 2003, were as follows:

Fund	Purchases		Sales
Income	$	13,393,979	$	11,021,831

Bond		15,746,235		13,144,986

Alabama Tax-Free Income		13,343,266		15,256,353

Value		91,884,383		105,449,990

Growth		16,715,646		12,681,129

Annual Report

SOUTHTRUST FUNDS

COMBINED NOTES TO FINANCIAL STATEMENTS

April 30, 2003 (Concluded)

Purchases and sales of long-term U.S. government securities for the year ended April 30, 2003, were as follows:

Fund	Purchases		Sales
Income	$	31,922,604	$	28,152,569

Bond		32,007,753		39,023,227

(8) Concentration of Credit Risk

Since Alabama Tax-Free Income invests a substantial portion of its assets in issuers located in one state, it will be more susceptible to factors adversely affecting issuers of that state than would be a comparable tax-exempt mutual fund that invests nationally. In order to reduce the credit risk associated with such factors, at April 30, 2003, 57.7% of the securities in the portfolio of investments are backed by letters of credit or bond insurance of various financial institutions and financial guaranty assurance agencies. The percentage of investments insured by or supported (backed) by a letter of credit from any one institution or agency did not exceed 27.6% of total investments.

(9) Federal Income Tax Information (Unaudited)

For the year ended April 30, 2003, the Funds designated long-term capital gain dividends as follows:

Alabama Tax-Free Income		$ 871,439
Value		1,284,234

At April 30, 2003, the following percentage represents the portion of distributions from net investment income which is exempt from federal income tax, other than the alternative minimum tax:

Fund
Alabama Tax-Free Income		92.8%

For the fiscal year ended April 30, 2003 certain dividends paid by Value may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Complete information will be reported in conjunction with your 2003 Form 1099-DIV.

Annual Report

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Trustees and Shareholders

SOUTHTRUST FUNDS:

We have audited the accompanying statements of assets and liabilities, including the portfolio of investments, of the SouthTrust U.S. Treasury Money Market Fund, SouthTrust Income Fund, SouthTrust Bond Fund, SouthTrust Alabama Tax-Free Income Fund, SouthTrust Value Fund and SouthTrust Growth Fund, each a portfolio of the SouthTrust Funds (the “Funds”), as of April 30, 2003, and the related statements of operations for the year then ended, the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of SouthTrust Funds for each of the years or periods in the three-year period ended April 30, 2001 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated June 8, 2001.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2003, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the portfolios constituting the SouthTrust Funds as of April 30, 2003, the results of their operations for the year then ended, the changes in their net assets and financial highlights for each of the years in the two-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

Boston, Massachusetts

June 9, 2003

Annual Report

BOARDOF TRUSTEES AND COMPANY OFFICERS

The following tables give information about each Board member and the senior officers of the Funds. The tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). The Southtrust Fund Complex consists of six investment company portfolios. Unless otherwise noted, each Board member oversees all portfolios in the SouthTrust Fund Complex and serves for an indefinite term. The Funds’ Statement of Additional Information includes additional information about Company Trustees and is available, without charge and upon request, by calling 1-800-843-8618.

INTERESTED TRUSTEES BACKGROUND

Name
Birth Date Address Positions Held with Company Length of Time Served		Principal Occupation(s), Previous Positions and Other Directorships Held

William O. Vann* Birth Date: January 28, 1942 P.O. Box 10645 Birmingham, AL TRUSTEE Began serving: April, 1992		Principal Occupation: President and Chairman, Vann Family Investments LLC; Trustee and Past Chairman, The Childrens’ Hospital of Alabama. Previous Positions: Chairman and Chief Executive Officer, Young & Vann Supply Co.

Thomas M. Grady* Birth Date: July 25, 1941 P.O. Box 2 708 McLain Road Kannapolis, NC TRUSTEE Began serving: March, 1996		Principal Occupation: Partner of the law firm of Hartsell & Williams, P.A.; Member, Board of Directors, Pfeiffer University; Trustee, Cannon Foundation.

Billy L. Harbert, Jr* Birth Date: May 23, 1965 820 Shades Creek Parkway Birmingham, AL TRUSTEE Began serving: March, 1998		Principal Occupation: President and Chief Executive Officer, b. L. harbert International LLC (construction). Other Directorships Held: Member/ Shareholder, Bonaventure Capital, LLC; Member/ Shareholder, Bonaventure Partners LLC; Board Member/ Shareholder, Founders Trust Company, Inc.; Member/ Shareholder, Treble Range Partners, LLC.

Each Trustee is considered to be “interested” because of his ownership of the common stock of SouthTrust Corporation.

INDEPENDENT TRUSTEES BACKGROUND

Name
Birth Date Address Positions Held with Company Length of Time Served		Principal Occupation(s), Previous Positions and Other Directorships Held

Charles G. Brown, III Birth Date: November 27, 1953 1400 Red Hollow Road Birmingham, AL CHAIRMAN AND TRUSTEE Began serving: April, 1992		Principal Occupation: President, Tubular Products Company (since 1985); Managing Partner, Red Hollow Partnership.

Russell W. Chambliss Birth Date: December 26, 1951 Mason Corporation 123 Oxmoor Road Birmingham, AL TRUSTEE Began serving: April, 1992		Principal Occupation: President and Chief Executive Officer, Mason Corporation (manufacturer of roll formed aluminum and steel products).

Annual Report


Name
Birth Date Address Positions Held with Company Length of Time Served		Principal Occupation(s), Previous Positions and Other Directorships Held

Dr. Lawrence W. Greer Birth Date: October 26, 1944 Greer Capital Advisers LLC 2200 Woodcrest Place, Suite 309 Birmingham, AL TRUSTEE Began serving: October, 1999		Principal Occupation: Sr. Managing Partner, Greer Capital Advisers, President, S.C.O.U.T. Corp. Other Directorships Held: Chairman, Board of Directors, Southern BioSystems; Director, Daily Access Concepts, Inc., Electronic HealthCare Systems, Inc., Cumberland Pharmaceuticals, Biotechnology Association of Alabama, and Research Foundatuib—University of Alabama at Birmingham.

George H. Jones, III Birth Date: April 1, 1950 Jones & Kirkpatrick PC 300 Union Hill Drive Birmingham, AL Began Serving: August, 2001		Principal Occupation: CPA and Stockholder, Jones & Kirkpatrick, PC.

OFFICERS

Name
Birth Date Address Positions Held with Company		Principal Occupation(s) and Previous Positions

Richard S. White, Jr. Birth Date: March 14, 1934 SouthTrust Bank 420 North 20th Street Birmingham, AL PRESIDENT Began Serving: March, 2002		Principal Occupation: Division President, SouthTrust Capital Management. Previous Positions: Executive Vice President, SouthTrust Capital Management Group.

Charles L. Davis, Jr. Birth Date: March 23, 1960 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA CHIEF EXECUTIVE OFFICER Began Serving: December, 2002		Principal Occupations: Vice President, Federated Services Company; Director, Mutual Fund Services, Strategic Relationship Management for Federated Services Company. Previous Positions: Vice President and Director of Investor Relations for MNC Financial, Inc.

Edward G. Gonzales Birth Date: October 22, 1930 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA EXECUTIVE VICE PRESIDENT Began Serving: December, 2002		Principal Occupations: Executive Vice President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Trustee, Federated Administrative Services. Previous Positions: Trustee or Director of some of the Funds in the Federated Fund Complex; CEO and Chairman, Federated Administrative Services; Vice President, Federated Investment Management Company, Federated Investment Counseling, Federated Global Investment Management Corp. and Passport Research, Ltd.; Director and Executive Vice President, Federated Securities Corp.; Director, Federated Services Company; Trustee, Federated Shareholder Services Company.

Annual Report

Name
Birth Date Address Positions Held with Company		Principal Occupation(s) and Previous Positions

Charles A. Beard Birth Date: October 26, 1946 SouthTrust Bank 420 North 20th Street Birmingham, AL VICE PRESIDENT Began Serving: March, 2002		Principal Occupation: Senior Vice President, SouthTrust Asset Management. Previous Positions: Senior Vice President and Marketing Director, SouthTrust Capital Management Group.

Peter J. Germain Birth Date: September 3, 1959 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA VICE PRESIDENT Began Serving: May, 1999		Principal Occupation: Senior Vice President and Director; Mutual Fund Services Division, Federated Services Company. Previous Positions: Senior Corporate Counsel, Federated Investors, Inc.

Beth Broderick Birth Date: August 2, 1965 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA VICE PRESIDENT Began Serving: July, 1998		Principal Occupation: Vice President, Federated Services Company (1997 to present). Previous Positions: Client Services Officer, Federated Services Company (1992-1997).

Richard J. Thomas Birth Date: June 17, 1954 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA TREASURER Began Serving: December, 2002		Principal Occupation: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services. Previous Positions: Vice President, Federated Administrative Services; held various management positions within Funds Financial Services Division of Federated Investors, Inc.

John D. Johnson Birth Date: November 8, 1970 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA SECRETARY Began Serving: March, 2001		Principal Occupation: Counsel, Reed Smith LLP Previous Positions: Associate Corporate Counsel, Federated Investors, Inc. (1999 to 2002); Associate, Kirkpatrick & Lockhart LLP (1997 to 1999).

Annual Report


No Bank Guarantee	Not FDIC Insured	May Lose Value


No Bank Guarantee	Not FDIC Insured	May Lose Value


Investment Adviser: South Trust Investment Advisors Distributor: Federated Securities Corp.		Cusip 844734103 Cusip 844734400 Cusip 844734202 Cusip 844734608 Cusip 844734301 Cusip 844734509 G00859-01 (6/03)

Item 2.     Code of Ethics

            Not Applicable

Item 3.     Audit Committee Financial Expert

            Not Applicable

Item 4.     Principal Accountant Fees and Services

            Not Applicable

Items 5-6   [Reserved]

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

            Not Applicable

Item 8.     [Reserved]

Item 9.     Controls and Procedures

(a)  The registrant's  Chief Executive Officer and Treasurer have concluded that
     the  registrant's  disclosure  controls and  procedures (as defined in rule
     30a-2 under the  Investment  Company Act of 1940 (the "Act")) are effective
     in  design  and  operation  and are  sufficient  to form  the  basis of the
     certifications  required  by Rule  30a-2  under  the  Act,  based  on their
     evaluation of these  disclosure  controls and procedures  within 90 days of
     the filing date of this report on Form N-CSR.

(b)  There were no significant changes in the registrant's internal controls, or
     the internal  controls of its service  providers,  or in other factors that
     could  significantly  affect these controls subsequent to the date of their
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.

Item 10.    Exhibits













                                   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  SouthTrust Funds

By          /S/ Richard J. Thomas, Principal Financial Officer

Date        June 24, 2003


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          /S/ Charles L. Davis, Jr., Principal Executive Officer


Date        June 24, 2003


By          /S/ Richard J. Thomas, Principal Financial Officer

Date        June 24, 2003

Southtrust Vulcan Funds Inactive N-CSRCertified annual shareholder report (management investment company)