SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
AMSOUTH FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
---------------------------------------------------------
AMSOUTH FUNDS [Logo]
3435 Stelzer Road
Columbus, OH 43219
August __, 2002
To the Shareholders:
Enclosed you will find several documents being provided to you in connection
with a Special Meeting of Shareholders ("Meeting") of each series of AmSouth
Funds, to be held at the offices of BISYS Fund Services at 3435 Stelzer Road,
Columbus, Ohio 43219, on October 15, 2002 at 10:00 a.m. (Eastern Time). We hope
this material will receive your immediate attention and that, if you cannot
attend the meeting in person, you will vote your proxy promptly.
The meeting is being held to obtain a vote to: (a) amend AmSouth Funds'
Declaration of Trust; (b) change certain of the Funds' investment objectives and
fundamental investment policies; (c) approve an Investment Sub-Advisory
Agreement with respect to AmSouth Mid Cap Fund; (d) approve an Investment
Sub-Advisory Agreement with respect to AmSouth International Equity Fund; (e)
approve a policy to permit the Advisor and the Board of Trustees to enter into,
or materially amend, Investment Sub-Advisory Agreements without obtaining
shareholder approval; (f) approve an Amended Investment Advisory Agreement; and
(g) elect a Board of Trustees. Shareholders of each series of AmSouth Funds are
being asked to vote on the proposals that affect their fund as outlined in the
attached Proxy Statement.
THE TRUSTEES BELIEVE THAT THESE CHANGES ARE IN THE BEST INTERESTS OF EACH SERIES
OF AMSOUTH FUNDS AND THEIR SHAREHOLDERS AND RECOMMEND THAT YOU VOTE IN FAVOR OF
EACH PROPOSAL THAT APPLIES TO YOUR FUND.
The Notice of Special Meeting of Shareholders, the accompanying Proxy Statement,
and the proxy card for your fund are enclosed. Please read them carefully. If
you are unable to attend the meeting in person, we urge you to sign, date, and
return the proxy card (or vote by telephone or the Internet) so that your Shares
may be voted in accordance with your instructions.
WE URGE YOU TO GIVE THE ENCLOSED MATERIAL YOUR PROMPT ATTENTION SO AS TO AVOID
THE EXPENSE OF ADDITIONAL MAILINGS AND TELEPHONE SOLICITATIONS.
Your vote is important to us. Thank you for taking the time to consider these
important proposals.
Sincerely yours,
John F. Calvano
President
AmSouth Funds
AMSOUTH FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
-----------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
October 15, 2002
-----------------------------------
To the Shareholders:
A Special Meeting of Shareholders ("Meeting") of AmSouth Value Fund,
AmSouth Small Cap Fund, AmSouth Equity Income Fund, AmSouth Balanced Fund,
AmSouth Select Equity Fund, AmSouth Enhanced Market Fund, AmSouth Capital Growth
Fund, AmSouth Large Cap Fund, AmSouth Mid Cap Fund, AmSouth International Equity
Fund, AmSouth Strategic Portfolios: Growth Portfolio, AmSouth Strategic
Portfolios: Aggressive Growth Portfolio, AmSouth Strategic Portfolios: Growth
and Income Portfolio, AmSouth Strategic Portfolios: Moderate Growth and Income
Portfolio, AmSouth Bond Fund, AmSouth Limited Term Bond Fund, AmSouth Government
Income Fund, AmSouth Municipal Bond Fund, AmSouth Florida Tax-Exempt Fund,
AmSouth Limited Term U.S. Government Fund, AmSouth Tennessee Tax-Exempt Fund,
AmSouth Limited Term Tennessee Tax-Exempt Fund, AmSouth Prime Money Market Fund,
AmSouth U.S. Treasury Money Market Fund, AmSouth Tax-Exempt Money Market Fund,
AmSouth Treasury Reserve Money Market Fund and AmSouth Institutional Prime
Obligations Money Market Fund (each a "Fund"), each a series of AmSouth Funds,
will be held at the offices of BISYS Fund Services at 3435 Stelzer Road,
Columbus, Ohio 43219, on October 15, 2002 at 10:00 a.m. (Eastern Time). The
Meeting is being held for the following purposes:
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth
Funds' Declaration of Trust;
(2) To Approve Changes to Certain of the Funds' Investment Objectives
and Fundamental Investment Policies;
(3) FOR AMSOUTH MID CAP FUND SHAREHOLDERS ONLY: To Approve an
Investment Sub-Advisory Agreement Between AmSouth Investment
Management Company, LLC (the "Advisor") and OakBrook Investments,
LLC with Respect to AmSouth Mid Cap Fund;
(4) FOR AMSOUTH INTERNATIONAL EQUITY FUND SHAREHOLDERS ONLY: To
Approve an Investment Sub-Advisory Agreement Between the Advisor
and Dimensional Fund Advisors Inc. with Respect to AmSouth
International Equity Fund;
(5) To Approve a Policy to Permit the Advisor and the Board of
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; and
(8) To Consider and Act Upon Any Other Business That May Properly
Come Before the Meeting or Any Adjournments Thereof.
The Proposals are discussed in greater detail in the attached Proxy
Statement. You are entitled to vote at the Meeting and any adjournment thereof
if you owned shares of one or more of the Funds at the close of business on July
31, 2002. If you attend the Meeting, you may vote your shares in person. Whether
or not you intend to attend the Meeting in person, you may vote in any of the
following ways:
(1) MAIL: Vote, sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope;
(2) TELEPHONE: Have your proxy card available. Vote by telephone by
calling toll-free at 1-800-890-6903 from 9:00 a.m. to 8:00 p.m.
(Eastern Time). Enter the 12-digit control number on the proxy
card. (A confirmation of your telephone vote will be mailed to
you.); or
(3) INTERNET: Have your proxy card available. Vote on the Internet by
accessing the website: www.proxyvote.com. Enter your 12-digit
control number from your proxy card. Follow the simple
instructions found on the website.
By order of the Board of Trustees,
---------------------------------
Rodney L. Ruehle
---------------------------------
Secretary
AmSouth Funds
Dated: [_____________], 2002
Columbus, Ohio
2
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU SIGN,
DATE AND RETURN THE PROXY CARD BUT GIVE NO INSTRUCTIONS, YOUR SHARES WILL BE
VOTED "FOR" THE PROPOSALS DESCRIBED ABOVE AND "FOR" OR "AGAINST" ANY OTHER
MATTER ACTED UPON AT THE MEETING IN THE DISCRETION OF THE PERSONS NAMED AS
PROXIES. ALTERNATIVELY, YOU MAY VOTE YOUR PROXY BY TELEPHONE OR ON THE INTERNET
IN ACCORDANCE WITH THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
- --------------------------------------------------------------------------------
3
AMSOUTH FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
1-800-451-8382
------------------------------
PROXY STATEMENT
------------------------------
Special Meeting of Shareholders
October 15, 2002
INTRODUCTION
This Proxy Statement is being furnished to the shareholders of AmSouth
Value Fund, AmSouth Small Cap Fund, AmSouth Equity Income Fund, AmSouth Balanced
Fund, AmSouth Select Equity Fund, AmSouth Enhanced Market Fund, AmSouth Capital
Growth Fund, AmSouth Large Cap Fund, AmSouth Mid Cap Fund, AmSouth International
Equity Fund, AmSouth Strategic Portfolios: Aggressive Growth Portfolio, AmSouth
Strategic Portfolios: Growth Portfolio, AmSouth Strategic Portfolios: Growth and
Income Portfolio, AmSouth Strategic Portfolios: Moderate Growth and Income
Portfolio, AmSouth Bond Fund, AmSouth Limited Term Bond Fund, AmSouth Government
Income Fund, AmSouth Municipal Bond Fund, AmSouth Florida Tax-Exempt Fund,
AmSouth Limited Term U.S. Government Fund, AmSouth Tennessee Tax-Exempt Fund,
AmSouth Limited Term Tennessee Tax-Exempt Fund, AmSouth Prime Money Market Fund,
AmSouth U.S. Treasury Money Market Fund, AmSouth Tax-Exempt Money Market Fund,
AmSouth Treasury Reserve Money Market Fund and AmSouth Institutional Prime
Obligations Money Market Fund (each a "Fund"), each a series of AmSouth Funds, a
Massachusetts business trust, by the Board of Trustees ("Board") of AmSouth
Funds in connection with the solicitation of shareholder votes by proxy to be
voted at the Special Meeting of Shareholders or any adjournments thereof
("Meeting") to be held on October 15, 2002 at 10:00 a.m. (Eastern Time) at the
offices of BISYS Fund Services at 3435 Stelzer Road, Columbus, Ohio 43219. It is
expected that the Notice of Special Meeting, Proxy Statement and proxy card will
be first mailed to shareholders on or about August 23, 2002.
As more fully described in this Proxy Statement, the purpose of the
Meeting is to vote on the following Proposals:
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth
Funds' Declaration of Trust;
(2) To Approve Changes to Certain of the Funds' Investment Objectives
and Fundamental Investment Policies;
(3) FOR AMSOUTH MID CAP FUND SHAREHOLDERS ONLY: To Approve an
Investment Sub-Advisory Agreement Between AmSouth Investment
Management Company, LLC (the "Advisor") and OakBrook Investments,
LLC with Respect to AmSouth Mid Cap Fund;
(4) FOR AMSOUTH INTERNATIONAL EQUITY FUND SHAREHOLDERS ONLY: To
Approve an Investment Sub-Advisory Agreement Between the Advisor
and Dimensional Fund Advisors Inc. with Respect to AmSouth
International Equity Fund;
(5) To Approve a Policy to Permit the Advisor and the Board of
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; and
(8) To Consider and Act Upon Any Other Business That May Properly
Come Before the Meeting or Any Adjournments Thereof.
2
Summarized below are the Proposals that shareholders of each Fund are
being asked to consider:
- ----------------------------------------- --------------------------------------------------------------
FUND PROPOSAL
- ----------------------------------------- --------------------------------------------------------------
ALL AMSOUTH FUNDS 1 To Authorize AmSouth Funds' Board of Trustees to
Amend AmSouth Funds' Declaration of Trust;
2A To Approve the Elimination of a Fundamental Policy on
Margin Purchases and Adopt a Non-Fundamental Policy
on Margin Purchases;
2B To Approve the Elimination of a Fundamental Policy on
Short Sales and Adopt a Non-Fundamental Policy on
Short Sales;
2C To Approve the Elimination of a Fundamental Policy on
Joint Trading Activities;
2D To Approve the Elimination of a Fundamental Policy on
Investing in Oil, Gas or Mineral Exploration or
Development Programs;
5 To Approve a Policy to Permit the Advisor and the
Board of Trustees to Enter Into, or Materially Amend,
Investment Sub-Advisory Agreements Without Obtaining
Shareholder Approval;
6 To Approve an Amended Investment Advisory Agreement
Between the Advisor and AmSouth Funds;
7 To Elect a Board of Trustees.
- ----------------------------------------- --------------------------------------------------------------
AMSOUTH VALUE FUND 2E To Approve the Elimination of a Fundamental Policy on
AMSOUTH SMALL CAP FUND Investments in Other Investment Companies;
AMSOUTH EQUITY INCOME FUND
AMSOUTH BALANCED FUND 2F To Approve the Elimination of a Fundamental Policy on
AMSOUTH SELECT EQUITY FUND Investments for the Purpose of Exercising Control or
AMSOUTH ENHANCED MARKET FUND Management;
AMSOUTH BOND FUND
AMSOUTH LIMITED TERM BOND FUND 2G To Approve the Elimination of a Fundamental Policy on
AMSOUTH GOVERNMENT INCOME FUND Fund Ownership of Securities Also Owned by Directors
AMSOUTH MUNICIPAL BOND FUND and Officers of Each Fund or Its Investment Advisor;
AMSOUTH FLORIDA TAX-EXEMPT FUND
AMSOUTH PRIME MONEY MARKET FUND 2H To Approve the Elimination of a Fundamental Policy on
AMSOUTH TAX-EXEMPT MONEY MARKET FUND Investing in Securities of Newly-Formed Issuers.
AMSOUTH INSTITUTIONAL PRIME
OBLIGATIONS MONEY MARKET FUND
- ----------------------------------------- --------------------------------------------------------------
3
- ----------------------------------------- --------------------------------------------------------------
AMSOUTH VALUE FUND 2I To Approve the Modification of a Fundamental Policy
AMSOUTH SMALL CAP FUND on Borrowing;
AMSOUTH EQUITY INCOME FUND
AMSOUTH BALANCED FUND 2J To Approve the Elimination of a Fundamental Policy on
AMSOUTH ENHANCED MARKET FUND Mortgaging or Pledging Securities.
AMSOUTH BOND FUND
AMSOUTH LIMITED TERM BOND FUND
AMSOUTH PRIME MONEY MARKET FUND
AMSOUTH U.S. TREASURY MONEY MARKET FUND
AMSOUTH TAX-EXEMPT MONEY MARKET FUND
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS
MONEY MARKET FUND
- ----------------------------------------- --------------------------------------------------------------
AMSOUTH VALUE FUND 2K To Approve the Modification of a Fundamental Policy
AMSOUTH SMALL CAP FUND on Lending to Permit Participation in an Inter-Fund
AMSOUTH EQUITY INCOME FUND Lending Program.
AMSOUTH BALANCED FUND
AMSOUTH ENHANCED MARKET FUND
AMSOUTH BOND FUND
AMSOUTH LIMITED TERM BOND FUND
AMSOUTH PRIME MONEY MARKET FUND
AMSOUTH U.S. TREASURY MONEY MARKET FUND
AMSOUTH TAX-EXEMPT MONEY MARKET FUND
AMSOUTH INSTITUTIONAL PRIME
OBLIGATIONS MONEY MARKET FUND
AMSOUTH INTERNATIONAL EQUITY FUND
AMSOUTH MID CAP FUND
AMSOUTH LARGE CAP FUND
AMSOUTH CAPITAL GROWTH FUND
AMSOUTH LIMITED TERM U.S. GOVERNMENT
FUND
AMSOUTH TENNESSEE TAX-EXEMPT FUND
AMSOUTH LIMITED TERM TENNESSEE
TAX-EXEMPT FUND
AMSOUTH TREASURY RESERVE MONEY
MARKET FUND
AMSOUTH STRATEGIC PORTFOLIOS:
AGGRESSIVE GROWTH PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS:
GROWTH PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS:
GROWTH AND INCOME PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS:
MODERATE GROWTH AND INCOME
PORTFOLIO
- ----------------------------------------- --------------------------------------------------------------
AMSOUTH LARGE CAP FUND 2L To Approve the Modification of the Fund's Investment
Objective.
- ----------------------------------------- --------------------------------------------------------------
AMSOUTH MID CAP FUND 3 To Approve an Investment Sub-Advisory Agreement
Between the Advisor and OakBrook Investments, LLC
with Respect to AmSouth Mid Cap Fund.
- ----------------------------------------- --------------------------------------------------------------
4
- ----------------------------------------- --------------------------------------------------------------
AMSOUTH INTERNATIONAL EQUITY FUND 4 To Approve an Investment Sub-Advisory Agreement
Between the Advisor and Dimensional Fund Advisors
Inc. with Respect to AmSouth International Equity
Fund.
- ----------------------------------------- --------------------------------------------------------------
If the enclosed proxy card is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. A proxy may nevertheless be revoked at any time prior
to its use by written notification received by AmSouth Funds, by the execution
of a subsequently dated proxy or by attending the Meeting and voting in person.
However, if no instructions are specified on a proxy, shares will be voted "FOR"
Proposals (1) through (7) listed above, and "FOR" or "AGAINST" any other matters
acted upon at the Meeting in the discretion of the persons named as proxies.
The close of business on July 31, 2002 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting ("Record Date").
Each share will be entitled to one vote at the Meeting and fractional
shares will be entitled to proportionate fractional votes. As of the Record
Date, the following numbers of shares were outstanding with respect to each
class of each Fund:
- ------------------------------------------------------------------------------
FUND NUMBER OF SHARES
OUTSTANDING
- ------------------------------------------------------------------------------
Value Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Small Cap Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Equity Income Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
5
- ------------------------------------------------------------------------------
FUND NUMBER OF SHARES
OUTSTANDING
- ------------------------------------------------------------------------------
Balanced Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Select Equity Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Enhanced Market Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Capital Growth Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Mid Cap Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
International Equity Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
6
- ------------------------------------------------------------------------------
FUND NUMBER OF SHARES
OUTSTANDING
- ------------------------------------------------------------------------------
Aggressive Growth Portfolio
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Growth Portfolio
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Growth and Income Portfolio
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Moderate Growth and Income Portfolio
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Bond Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Limited Term Bond Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
7
- ------------------------------------------------------------------------------
FUND NUMBER OF SHARES
OUTSTANDING
- ------------------------------------------------------------------------------
Government Income Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Municipal Bond Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Florida Tax-Exempt Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Limited Term U.S. Government Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Tennessee Tax-Exempt Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Limited Term Tennessee Tax-Exempt Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
8
- ------------------------------------------------------------------------------
FUND NUMBER OF SHARES
OUTSTANDING
- ------------------------------------------------------------------------------
Prime Money Market Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
U.S. Treasury Money Market Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Class B Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Tax-Exempt Money Market Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Treasury Reserve Money Market Fund
- ------------------------------------------------------------------------------
Class A Shares
- ------------------------------------------------------------------------------
Trust Shares
- ------------------------------------------------------------------------------
Institutional Prime Obligations Money
Market Fund
- ------------------------------------------------------------------------------
Class I Shares
- ------------------------------------------------------------------------------
Class II Shares
- ------------------------------------------------------------------------------
Class III Shares
- ------------------------------------------------------------------------------
Institutional U.S. Treasury Fund
- ------------------------------------------------------------------------------
Class I Shares
- ------------------------------------------------------------------------------
Class II Shares
- ------------------------------------------------------------------------------
Class III Shares
- ------------------------------------------------------------------------------
In addition, to AmSouth Funds' knowledge, as of the Record Date, the
following are all of the beneficial owners of more than 5% of the outstanding
shares of any class of each Fund:
9
PERCENTAGE OF
NAME AND ADDRESS OF NUMBER OF SHARES CLASS OF THE
FUND AND CLASS BENEFICIAL OWNER OWNED BENEFICIALLY FUND OWNED
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
- --------------------------------------- ------------------------------------ ---------------------- ------------------
As of the Record Date, the Trustees and officers of AmSouth Funds, as a
group, beneficially or of record owned less than 1% of the outstanding shares of
each class of each Fund.
The Solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card. Supplementary solicitations may be
made by mail, telephone, telegraph or in person by regular employees of AmSouth
Investment Management Company, LLC (the "Advisor"). All expenses in connection
with preparing this Proxy Statement and its enclosures and additional
solicitation expenses will be borne equally by the Funds and Advisor.
REQUIRED VOTE: The presence at the Meeting, in person or by proxy, of
shareholders entitled to cast A MAJORITY of each Fund's outstanding shares is
required for a quorum. In the event that a quorum is present at the Meeting but
sufficient votes to approve the new item are not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. The affirmative vote of less than a majority of the
votes entitled to be cast represented in person or by proxy is sufficient for
adjournments. In such case, the persons named as proxies will vote those proxies
which they are entitled to vote in favor of such item "FOR" such an adjournment,
and will vote those proxies required to be voted against such item "AGAINST"
such an adjournment. A shareholder vote may be taken on the nominations in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
10
counted as shares present for purposes of determining whether a quorum is
present. Accordingly, abstentions and broker non-votes effectively will be a
vote against an adjournment because the required vote is a percentage of the
shares present at the Meeting, but will have no impact on the Proposal to elect
Trustees because the required vote is a plurality of the votes cast at the
Meeting.
COPIES OF AMSOUTH FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS,
INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY OBTAIN A FREE COPY OF AMSOUTH FUNDS' ANNUAL REPORT FOR THE
FISCAL YEAR ENDED JULY 31, 2001, INCLUDING AUDITED FINANCIAL STATEMENTS, AND/OR
AMSOUTH FUNDS' SEMI-ANNUAL REPORT FOR THE PERIOD ENDED JANUARY 31, 2002, BY
CALLING TOLL-FREE AT 1-800-451-8382 OR BY MAILING A WRITTEN REQUEST TO AMSOUTH
FUNDS, P.O. BOX 182733, COLUMBUS, OHIO 43218-2733.
11
PROPOSAL 1: TO AUTHORIZE AMSOUTH FUNDS' BOARD OF TRUSTEES TO AMEND AMSOUTH
FUNDS' DECLARATION OF TRUST.
At a meeting on June 18, 2002, AmSouth Funds' Board of Trustees
("Board") unanimously approved, subject to shareholder authorization, an
amendment ("Trust Amendment") to AmSouth Funds' Amended and Restated Declaration
of Trust ("Declaration of Trust") that would generally allow the Board to
reorganize the Trust, or a series or a class thereof, without first obtaining
shareholder approval or authorization. The Trust Amendment would provide the
Board greater flexibility and, subject to applicable requirements of the
Investment Company Act of 1940 ("1940 Act") and Massachusetts law, broader
authority to act. It would allow the Board to react more quickly to changes in
competitive and regulatory conditions and, as a consequence, allow the Funds to
operate in a more efficient and economical manner. Adoption of the Trust
Amendment would not alter in any way the Board's existing fiduciary obligations
to act with due care and in the shareholders' best interests. Before utilizing
any new flexibility that the Trust Amendment might afford, the Board must still
first consider the shareholders' interests and then act in accordance with such
interests.
REORGANIZATION OF THE TRUST OR ITS SERIES OR CLASSES. The Trust
Amendment would generally permit the Board, subject to applicable federal and
state law, to reorganize all or a portion of the Trust or any of its series or
classes. The Declaration of Trust currently requires shareholder approval in
connection with the reorganization of the Trust or any of its series.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder vote for the Trust or a series or class
thereof to reorganize into another entity. For example, in order to reduce the
cost and scope of state regulatory constraints or to take advantage of a more
favorable tax treatment offered by another state, the Board may determine that
it would be in the shareholders' interests to reorganize a Fund, to domicile it
in another state or to change its legal form. Under the existing Declaration of
Trust, the Board cannot effectuate such a potentially beneficial reorganization
without first conducting a shareholder meeting and incurring the attendant costs
and delays. In contrast, the Trust Amendment would give the Board the
flexibility to reorganize all or a portion of the Trust or any of its series or
classes, and achieve potential shareholder benefits without incurring the delay
and potential costs of a proxy solicitation. Such flexibility should help to
assure that the Trust and its series operate under the most appropriate form of
organization.
As discussed above, the Trust Amendment would in no way alter the
Board's fiduciary obligations to act with due care and in the shareholders' best
interests. Before allowing a Trust, series, or class reorganization to proceed
without shareholder approval, the Board would have a fiduciary responsibility to
first determine that the proposed transaction is in the shareholders' interest.
Any exercise of the Board's increased authority under the Trust Amendment also
would be subject to any applicable requirements of the 1940 Act and
Massachusetts law. In all cases, the Trust Amendment would require that
shareholders receive written notification of any proposed transaction.
CONCLUSION. The Board has concluded that the Trust Amendment is in the
best interests of AmSouth Funds and its shareholders. Accordingly, the Board
unanimously recommends that the shareholders vote FOR the Proposal authorizing
the Board to amend the Declaration of Trust by adding the Trust Amendment. If
12
the Proposal is not approved, the Declaration of Trust will remain unchanged and
in effect.
REQUIRED VOTE. Approval of Proposal 1 requires the affirmative vote of
a majority of all shares voted on Proposal 1.
THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 1.
----------------------------
PROPOSAL 2: TO APPROVE CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT POLICIES AND
OBJECTIVES OF THE FUNDS.
FOR PURPOSES OF THIS PROPOSAL ONLY, THE FUNDS ARE DIVIDED INTO TWO GROUPS AS
FOLLOWS:
GROUP A FUNDS GROUP B FUNDS
AMSOUTH VALUE FUND AMSOUTH INTERNATIONAL EQUITY FUND
AMSOUTH SMALL CAP FUND AMSOUTH MID CAP FUND
AMSOUTH EQUITY INCOME FUND AMSOUTH LARGE CAP FUND
AMSOUTH BALANCED FUND AMSOUTH CAPITAL GROWTH FUND
AMSOUTH SELECT EQUITY FUND AMSOUTH LIMITED TERM U.S. GOVERNMENT FUND
AMSOUTH ENHANCED MARKET FUND AMSOUTH TENNESSEE TAX-EXEMPT FUND
AMSOUTH BOND FUND AMSOUTH LIMITED TERM TENNESSEE TAX-EXEMPT FUND
AMSOUTH LIMITED TERM BOND FUND AMSOUTH TREASURY RESERVE MONEY MARKET FUND
AMSOUTH GOVERNMENT INCOME FUND AMSOUTH STRATEGIC PORTFOLIOS:
AMSOUTH MUNICIPAL BOND FUND AGGRESSIVE GROWTH PORTFOLIO
AMSOUTH FLORIDA TAX-EXEMPT FUND AMSOUTH STRATEGIC PORTFOLIOS:
AMSOUTH PRIME MONEY MARKET FUND GROWTH PORTFOLIO
AMSOUTH U.S. TREASURY MONEY MARKET FUND AMSOUTH STRATEGIC PORTFOLIOS:
AMSOUTH TAX-EXEMPT MONEY MARKET FUND GROWTH AND INCOME PORTFOLIO
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND AMSOUTH STRATEGIC PORTFOLIOS:
MODERATE GROWTH AND INCOME PORTFOLIO
At a meeting on June 18, 2002, the Board unanimously approved, subject
to shareholder approval, changes to certain Funds' fundamental investment
policies. Changes are proposed for each Fund, but some of the proposed changes
apply only to certain Funds. See the individual sub-proposals below for a
listing of the Funds to which each specific change applies.
13
REASONS FOR THE PROPOSED CHANGES. As required by the 1940 Act, each
Fund has adopted certain fundamental investment policies ("fundamental
policies"), which are set forth in the Fund's Statement of Additional
Information. These fundamental policies may be changed only with shareholder
approval. Restrictions and policies that a Fund has not specifically designated
as being fundamental are considered to be "non-fundamental" and may be changed
by the Board without shareholder approval.
Certain of the fundamental policies that the Funds have adopted in the
past reflect business or industry conditions or statutory or regulatory
requirements that are no longer in effect. Other fundamental policies reflect
regulatory requirements that remain in effect, but which are not required to be
stated as fundamental, or in some cases even as non-fundamental policies. Also,
on October 11, 1996, the National Securities Markets Improvement Act of 1996
("NSMIA") was enacted. NSMIA created a national system of regulating mutual
funds by preempting certain state securities or "blue sky" laws that apply to
mutual funds. Therefore, certain of the fundamental policies reflect state
regulatory requirements with which the Funds are no longer required to comply.
Accordingly, the Board has approved revisions to certain of the Funds'
fundamental policies in order to modernize a number of the investment policies
that are required to be fundamental and to eliminate certain fundamental
policies that are not legally required. In some instances, if an existing
fundamental policy is eliminated because it is no longer required to be
fundamental, the Fund intends to implement a similar policy as a non-fundamental
policy.
The Board believes that, by reducing the number of investment policies
that can be changed only by shareholder vote, each Fund will be able to avoid
the costs and delays associated with a shareholder meeting when making changes
to its investment policies that, at a future time, the Board may consider
desirable. Although the proposed changes in the Funds' fundamental policies will
allow the Funds greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result, at this time, in a material change in the level
of investment risk associated with an investment in any Fund.
The text and a summary description of each proposed change to the
affected Funds' fundamental policies are set forth below. For purposes of the
discussion of each proposed change, the term "Trust" applies to AmSouth Funds
and the terms "Fund" or "Funds" refer only to those Funds named as to which the
change applies.
Shareholders should refer to Appendix A to this Proxy Statement for the
text of the existing fundamental policies that are proposed to be amended or
eliminated. Shareholders should note, however, that, for some Funds, certain of
the fundamental policies that are treated separately below currently are
combined within a single fundamental policy.
The text below also describes those non-fundamental policies that the
Funds intend to implement in conjunction with the elimination of fundamental
policies under this Proposal. To the extent that a current fundamental policy is
replaced by a non-fundamental policy, such policy could in the future be changed
by the Board without approval of the affected shareholders, subject to
disclosure to existing and prospective investors, as may be required by law.
If approved by shareholders of the affected Fund, the modification or
elimination of a fundamental policy and, if applicable, the implementation of a
new non-fundamental policy shall become operative concurrently with the
effectiveness of an amendment to the Fund's registration statement describing
the change. If a Proposal is not approved as to a particular Fund, that Fund's
current policy with regard to that Proposal will remain unchanged.
PROPOSALS 2A THROUGH 2D APPLY TO ALL AMSOUTH FUNDS
2A. TO ELIMINATE A FUNDAMENTAL POLICY ON MARGIN PURCHASES AND ADOPT A
NON-FUNDAMENTAL POLICY ON MARGIN PURCHASES.
Each Fund's current fundamental policy on buying on margin is as
follows:
The Fund may not purchase securities on margin.
The Board recommends that shareholders vote to eliminate this
fundamental policy. If the Proposal is approved by shareholders, the Board will
adopt the following non-fundamental policy for each Fund:
The Fund may not purchase securities on margin, except that the Fund
may obtain such short-term credits as are necessary for the clearance
of portfolio transactions and except that the Fund may make margin
payments in connection with futures contracts, options, forward
contracts, swaps, caps, floors, collars and other financial
instruments.
The 1940 Act makes it unlawful for a Fund to purchase securities on
margin except for such short-term credits as necessary for the clearance of
transactions and except as the Securities and Exchange Commission ("SEC") may
prescribe. However, the 1940 Act does not require that this be stated as a
fundamental policy. If this Proposal is approved by the shareholders of a Fund,
the Fund will implement the proposed non-fundamental policy set forth above. The
proposed non-fundamental policy permits a Fund to purchase securities on margin
under certain circumstances and makes clear that short-term credits necessary
for the clearance of transactions and margin payments and other deposits made in
connection with financial instruments are not considered purchasing securities
on margin. The Board believes that elimination of the fundamental policy and
adoption of the non-fundamental policy will provide the Funds with greater
investment flexibility.
REQUIRED VOTE. Approval of Proposal 2A requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2A.
2B. TO ELIMINATE A FUNDAMENTAL POLICY ON SHORT SALES AND ADOPT A
NON-FUNDAMENTAL POLICY ON SHORT SALES.
Each Fund's current fundamental policy on selling short is as follows:
The Fund may not sell securities short.
15
The Board recommends that shareholders vote to eliminate this
fundamental policy. If the Proposal is approved by shareholders, the Board will
adopt the following non-fundamental policy for each Fund:
The Fund may not sell securities short (unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities
sold short); however, this policy does not prevent the Fund from
entering into short positions in foreign currency, futures contracts,
options, forward contracts, swaps, caps, floors, collars and other
financial instruments and the Fund may obtain such short-term credits
as are necessary for the clearance of transactions.
The 1940 Act makes it unlawful for a Fund to effect a short sale of any
security, except in connection with an underwriting in which the Fund is a
participant and except as the SEC may prescribe. However, the 1940 Act does not
require that this be stated as a fundamental policy. The proposed
non-fundamental policy outlines exceptions to the policy, which generally
prohibits a Fund from selling securities short. In a short sale, an investor
sells a borrowed security and has a corresponding obligation to the lender to
return the identical security. The proposed non-fundamental policy permits short
sales "against the box," when an investor sells securities short while owning
the same securities in the same amount or having the right to obtain equivalent
securities. It also permits a Fund to borrow a security on a short-term basis
and to enter into short positions in a variety of financial instruments. The
Board believes that elimination of the fundamental policy and adoption of the
non-fundamental policy will provide the Funds with greater investment
flexibility.
REQUIRED VOTE. Approval of Proposal 2B requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2B.
2C. TO ELIMINATE A FUNDAMENTAL POLICY ON JOINT TRADING ACTIVITIES.
Each Fund's current fundamental policy on joint trading activities is
as follows:
The Fund may not participate on a joint or joint and several basis in
any securities trading account.
The Board recommends that shareholders vote to eliminate this
fundamental policy. This policy was derived from state "blue sky" laws that have
been preempted by amendments of federal securities laws. The concerns that this
policy was designed to address are sufficiently safeguarded against by
provisions of the 1940 Act, applicable to the Funds, which makes it unlawful for
a registered investment company to participate on a joint or a joint and several
basis in any trading account in securities, except in connection with an
underwriting in which such registered investment company is a participant. The
1940 Act does not, however, require that this limitation be stated as a
fundamental policy. Accordingly, the Board recommends that this policy be
eliminated.
REQUIRED VOTE. Approval of Proposal 2C requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2C.
16
2D. TO ELIMINATE A FUNDAMENTAL POLICY ON INVESTING IN OIL, GAS OR MINERAL
EXPLORATION OR DEVELOPMENT PROGRAMS.
Each Fund's current fundamental policy on investing in oil, gas or
mineral exploration or development programs is as follows:
The Fund may not invest in oil, gas or mineral exploration or
development programs.
The Board recommends that shareholders vote to eliminate this
fundamental policy. Investments in oil, gas or mineral exploration or
development programs are not prohibited for mutual funds by the 1940 Act, but
were, in the past, prohibited by some state "blue sky" regulations that have
been preempted by amendments of federal securities laws. The Board recommends
that shareholders vote to eliminate this fundamental policy to provide greater
investment flexibility.
REQUIRED VOTE. Approval of Proposal 2D requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2D.
PROPOSALS 2E THROUGH 2H APPLY TO ALL GROUP A FUNDS
2E. TO ELIMINATE A FUNDAMENTAL POLICY ON INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
Each Fund's current fundamental policy regarding investing in other
investment companies is as follows:
The Fund may not invest in securities of other investment companies,
except as such securities may be acquired as part of a merger,
consolidation, reorganization, or acquisition of assets.
The Board recommends that shareholders vote to eliminate this
fundamental policy. If the Proposal is approved by shareholders, the Board will
adopt the following non-fundamental policy for each Fund:
The Fund may invest in securities issued by other investment companies
to the extent that such investments are consistent with the Fund's
investment objective and policies and permissible under the 1940 Act.
The 1940 Act limits a Fund's ability to invest in other investment
companies. However, a Fund is not required to have a fundamental policy on this
subject. In order to maximize a Fund's flexibility in the event of future
changes in federal securities law, regulations or policies, the Board believes
that the Funds' policies on investments in other investment companies should be
made non-fundamental.
The non-fundamental policy adopted by the Board will allow investments
in other investment companies to the full extent permitted under the 1940 Act.
The Board believes that investments in other investment companies may be
desirable under certain circumstances. For example, temporary investments of
17
cash reserves in money market funds or other pooled investment vehicles may
provide a combination of diversification and return that otherwise would not be
available. Also, for Funds that invest outside the United States, certain equity
securities are available to foreign investors only through investments in local
investment companies.
REQUIRED VOTE. Approval of Proposal 2E requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2E.
2F. TO ELIMINATE A FUNDAMENTAL POLICY ON INVESTMENTS FOR THE PURPOSE OF
EXERCISING CONTROL OR MANAGEMENT.
Each Fund's current fundamental policy regarding investing in companies
for the purpose of exercising control or management is as follows:
The Fund may not invest in any company for the purpose of exercising
control or management.
The Board recommends that shareholders vote to eliminate this
fundamental policy. There is no legal requirement that a Fund have an
affirmative policy on investment for the purpose of exercising control or
management if it does not intend to make investments for the purpose of
exercising control or management. By eliminating this policy, the Board may,
however, be able to authorize such a strategy in the future if it concludes that
doing so would be in the best interests of a Fund and its shareholders.
REQUIRED VOTE. Approval of Proposal 2F requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2F.
2G. TO ELIMINATE A FUNDAMENTAL POLICY ON FUND OWNERSHIP OF SECURITIES ALSO
OWNED BY DIRECTORS AND OFFICERS OF EACH FUND OR ITS INVESTMENT ADVISOR.
Each Fund's current fundamental policy concerning Fund ownership of
securities also owned by directors and officers of each Fund or its investment
advisor is as follows:
The Fund may not purchase or retain securities of any issuer if the
officers or Trustees of the Trust or the officers or directors of its
investment advisor owning beneficially more than one half of one
percent of the securities of such issuer together own beneficially more
than 5 percent of such securities.
The Board recommends that shareholders vote to eliminate this
fundamental policy. Funds are not legally required to have a fundamental policy
limiting or prohibiting the purchases of securities of companies that are also
owned by affiliated parties of the Fund. This policy was derived from state
"blue sky" laws that have been preempted by amendments of federal securities
laws. The concerns that this policy was designed to address are sufficiently
safeguarded against by provisions of the 1940 Act applicable to the Funds, as
well as by each Fund's other investment policies. Specifically, to the extent
this policy seeks to limit possible conflicts of interest arising out of
transactions with affiliated parties, the policy is unnecessary and unduly
burdensome because the Funds are subject to the extensive affiliated transaction
18
provisions of the 1940 Act. Because this policy does not provide any additional
protections to shareholders and may hinder the Board in pursuing investment
strategies that may be advantageous to a Fund, the Board recommends that this
policy be eliminated.
REQUIRED VOTE. Approval of Proposal 2G requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2G.
2H. TO ELIMINATE A FUNDAMENTAL POLICY ON INVESTING IN SECURITIES OF
NEWLY-FORMED ISSUERS.
The fundamental policy for the GROUP A FUNDS (except for AMSOUTH
TAX-EXEMPT MONEY MARKET FUND, AMSOUTH FLORIDA TAX-EXEMPT FUND and AMSOUTH
MUNICIPAL BOND FUND) on investing in the securities of newly-formed issuers is
as follows:
The Fund may not invest more than 10% of total assets in the securities
of issuers which, together with any predecessors, have a record of less
than three years continuous operation.
The fundamental policy for the AMSOUTH TAX-EXEMPT MONEY MARKET FUND,
AMSOUTH FLORIDA TAX-EXEMPT FUND and AMSOUTH MUNICIPAL BOND FUND on investing in
the securities of newly-formed issuers is as follows:
The Fund may not invest in private activity bonds where the payment of
principal and interest are the responsibility of a company (including
its predecessors) with less than three years continuous operation.
The Board recommends that shareholders vote to eliminate this
fundamental policy. This policy was derived from a state "blue sky" requirement
that has been preempted by amendments of federal securities laws. Companies with
less than three years of continuous operation are typically referred to as
newly-formed issuers or "unseasoned issuers." Because newly-formed companies
have no proven track record in business, their prospects may be uncertain. Their
securities may fluctuate in price more widely than securities of established
companies. The Board believes that elimination of this fundamental policy will
provide the Funds with greater investment flexibility. If this proposed revision
is approved, the Funds could invest in the securities of newly-formed issuers in
accordance with their respective investment objectives, policies and
limitations.
REQUIRED VOTE. Approval of Proposal 2H requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2H.
19
PROPOSALS 2I AND 2J APPLY TO GROUP A FUNDS (EXCEPT FOR AMSOUTH SELECT EQUITY
FUND, AMSOUTH GOVERNMENT INCOME FUND, AMSOUTH MUNICIPAL BOND FUND AND AMSOUTH
FLORIDA TAX-EXEMPT FUND)
2I. TO MODIFY A FUNDAMENTAL POLICY ON BORROWING.
The current fundamental policy on borrowing is as follows:
The Fund may not borrow money or issue senior securities, except that
the Fund may enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total
assets at the time of such borrowing.
The Board recommends that shareholders vote to modify the policy set
forth above and replace it with the following:
The Fund may not borrow money or issue senior securities, except that
the Fund may enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 33 1/3% of the value of its total
assets at the time of such borrowing.
The purpose of the Proposal is to conform the policy to other AmSouth
Funds and to the 1940 Act requirements for borrowing. Currently, this
fundamental policy is significantly more restrictive than the policies required
by the 1940 Act. Consistent with 1940 Act requirements, the Proposal increases
from 10% to 33 1/3% the amount those Funds may borrow as a percentage of their
total assets.
REQUIRED VOTE. Approval of Proposal 2I requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2I.
2J. TO ELIMINATE A FUNDAMENTAL POLICY ON MORTGAGING OR PLEDGING SECURITIES.
Each Fund's current fundamental policy on mortgaging or pledging
securities is as follows:
The Fund may not mortgage, pledge or hypothecate any assets except in
connection with any borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or 33 1/3% of the value of the
Fund's total assets at the time of its borrowing.
The Board recommends that shareholders vote to eliminate this
fundamental policy. If this Proposal is approved by shareholders, the Board will
adopt the following non-fundamental policy for each Fund:
The Fund may not pledge its assets in connection with any permitted
borrowings. However, this policy does not prevent the Fund from
pledging its assets in connection with its purchase and sale of futures
contracts, options, forward contracts, swaps, caps, collars, floors and
other financial instruments.
20
The purpose of this Proposal is to permit a Fund to mortgage or pledge
its securities or other assets under certain circumstances. The fundamental
policy was derived from state "blue sky" laws that have been preempted by
amendments of federal securities laws. If this Proposal is approved by the
shareholders of a Fund, that Fund intends to implement a non-fundamental policy
that would clarify the circumstances under which a Fund may pledge or mortgage
its securities. The non-fundamental policy would prohibit the pledging of assets
in connection with borrowings and would make clear that assets deposited or
segregated in connection with transactions in options, futures contracts,
forward contracts, swaps and other derivative instruments are not subject to the
policy. Each Fund would eliminate its current fundamental policy regarding
mortgaging or pledging securities or other assets and implement the
non-fundamental policy set forth above which could be changed by the Board of
the Fund without the approval of shareholders of that Fund.
REQUIRED VOTE. Approval of Proposal 2J requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2J.
PROPOSAL 2K APPLIES TO GROUP A FUNDS (EXCEPT FOR AMSOUTH SELECT EQUITY FUND,
AMSOUTH GOVERNMENT INCOME FUND, AMSOUTH MUNICIPAL BOND FUND, AMSOUTH FLORIDA
TAX-EXEMPT FUND) AND ALL GROUP B FUNDS
2K. TO MODIFY A FUNDAMENTAL POLICY ON LENDING TO PERMIT PARTICIPATION IN AN
INTER-FUND LENDING PROGRAM.
Each Fund's fundamental policy on lending is as follows:
The Fund may not make loans, except that the Fund may purchase or hold
debt instruments in accordance with its investment objective and
policies, may lend Fund securities in accordance with its investment
objective and policies, and may enter into repurchase agreements.
The Board recommends that shareholders vote to modify the fundamental
policy set forth above and replace it with the following:
The Fund may not make loans, except that the Fund may purchase or hold
debt instruments in accordance with its investment objective and
policies, lend Fund securities in accordance with its investment
objective and policies and enter into repurchase agreements. For
purposes of this restriction, the participation of the Fund in a credit
facility whereby the Funds may directly lend to and borrow money from
each other for temporary purposes, provided that the loans are made in
accordance with an order of exemption from the Securities and Exchange
Commission and any conditions thereto, will not be considered the
making of a loan.
DESCRIPTION OF THE PROPOSED INTER-FUND LENDING PROGRAM
At a meeting on June 18, 2002, the Board unanimously approved the
preparation and filing of an application for exemptive relief that would permit
each Fund to participate in a credit facility whereby each Fund, under certain
21
conditions, would be permitted to lend money directly to and borrow directly
from other Funds for temporary purposes. It is anticipated that the credit
facility will provide a borrowing Fund with significant savings at times when
the cash position of the Fund is insufficient to meet temporary cash
requirements. This situation could arise when shareholder redemptions exceed
anticipated volumes and certain Funds have insufficient cash on hand to satisfy
such redemptions. When the Funds liquidate portfolio securities to meet
redemption requests, they often do not receive payment in settlement for up to
three days (or longer for certain foreign transactions). However, redemption
requests normally are satisfied immediately. The credit facility would provide a
source of immediate, short-term liquidity pending settlement of the sale of
portfolio securities.
The credit facility would both reduce the Funds' potential borrowing
costs and enhance the ability of the lending Funds to earn higher rates of
interest on their short-term lendings. Although the proposed credit facility
would reduce the Funds' need to borrow from banks, the Funds would be free to
continue existing lines of credit or establish new lines of credit or other
borrowing arrangements with banks.
While bank borrowings generally could supply needed cash to cover
unanticipated redemptions, the borrowing Funds would incur commitment fees
and/or other charges involved in obtaining a bank loan. Under the proposed
credit facility, a borrowing Fund would pay lower interest rates than would be
payable under short-term loans offered by banks. In addition, Funds making
short-term cash loans directly to other Funds would earn interest at a rate
higher than they otherwise would earn by investing their cash in repurchase
agreements or purchasing shares of a money market fund. Thus, the proposed
credit facility would benefit both borrowing and lending Funds.
The method of allocating borrowing demand and available cash for
lending among the Funds and related administrative procedures would be approved
by the Board, including a majority of the Trustees, who are not interested
persons of AmSouth Funds as defined by Section 2(a)(19) of the 1940 Act, to
ensure that both borrowing and lending Funds participate on an equitable basis.
The Advisor would report quarterly to the Board on the participation of the
various Funds in the credit facility. The Board would review at least quarterly
each Fund's participation in the credit facility to ensure that transactions are
effected in compliance with the SEC exemptive order permitting such
transactions, and would review at least annually the continuing appropriateness
of (i) the administrative procedures, (ii) the interest rate to be charged to
the Funds on any loan made pursuant to the proposed credit facility, and (iii)
the Funds' participation in the proposed credit facility.
The Advisor would (i) monitor the interest rates charged and the other
terms and conditions of the loans, (ii) limit the borrowings and loans entered
into by each Fund to ensure that they comply with the Fund's investment policies
and limitations, (iii) ensure equitable treatment of each Fund, and (iv) make
quarterly reports to the Board concerning any transactions by the Funds under
the credit facility and the interest rates charged. The Advisor would also
administer the credit facility as part of its duties under its existing contract
with each Fund and would receive no additional fee as compensation for its
services.
22
There is no guarantee that the Funds will receive exemptive relief from
the SEC to permit the Funds to participate in the inter-fund lending program.
REQUIRED VOTE. Approval of Proposal 2K requires the affirmative vote of
a majority of all shares of each Fund voted on Proposal 2K.
PROPOSAL 2L APPLIES TO AMSOUTH LARGE CAP FUND
2L. TO MODIFY THE INVESTMENT OBJECTIVE OF AMSOUTH LARGE CAP FUND.
The investment objective of AmSouth Large Cap Fund ("Large Cap Fund")
is:
"to provide investors with long-term capital appreciation and, as a
secondary objective, current income."
The Board recommends that shareholders vote to modify the Large Cap
Fund's investment objective to eliminate current income as a secondary
objective. As modified, the Large Cap Fund's investment objective would be:
"to provide investors with long-term capital appreciation."
This Proposal is intended to simplify the Large Cap Fund's investment
objective, and make it more comparable to those of other mutual funds with
similar investment strategies. The proposed change to the Large Cap Fund's
investment objective does not reflect any current or contemplated change in the
investment policies of the Fund, and it is not intended to reflect any change in
the level of risk associated with an investment in the Fund. Consistent with the
Fund's existing investment policy, the Fund invests primarily in equity
securities of large U.S. companies with market capitalizations over $1 billion
that the Advisor believes have the potential to provide capital appreciation and
growth of income. This policy would be modified slightly by this Proposal. The
Fund would continue to invest primarily in equity securities of large U.S.
companies with market capitalizations over $1 billion. However, the Fund would
invest primarily in those securities that the Advisor believes have the
potential to provide capital appreciation, without regard to income.
REQUIRED VOTE. Approval of Proposal 2L requires the affirmative vote of
a majority of all shares of the Large Cap Fund voted on Proposal 2L.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF EACH FUND
VOTE "FOR" EACH SUB-SECTION OF PROPOSAL 2.
----------------------------
23
PROPOSAL 3: FOR AMSOUTH MID CAP FUND SHAREHOLDERS ONLY: TO APPROVE AN INVESTMENT
SUB-ADVISORY AGREEMENT BETWEEN THE ADVISOR AND OAKBROOK INVESTMENTS, LLC WITH
RESPECT TO AMSOUTH MID CAP FUND.
At a meeting on June 18, 2002, the Board unanimously approved, subject
to shareholder approval, a new Sub-Advisory Agreement ("New Agreement") between
the Advisor and OakBrook Investments, LLC ("OakBrook") with regard to AmSouth
Mid Cap Fund ("Mid Cap Fund").
Until June 20, 2002, Bennett Lawrence Management LLC ("Bennett
Lawrence") served as investment sub-advisor to the Mid Cap Fund pursuant to an
investment sub-advisory agreement ("Prior Agreement") dated May 12, 2001, and
approved by Mid Cap Fund shareholders on March 10, 2000. Effective on June 20,
2002, the Board, upon the Advisor's recommendation, terminated the Prior
Agreement with Bennett Lawrence with respect to the Mid Cap Fund. This decision
was based upon the Advisor's and the Board's desire for the Mid Cap Fund to
reflect a definite mid cap, blended investment style as opposed to the more
aggressive, narrowly focused and growth-oriented approach utilized by Bennett
Lawrence. While the Mid Cap Fund's investment objective, primary investment
strategies and investment restrictions are not expected to change by virtue of
terminating the Prior Agreement, the Advisor anticipates that the Mid Cap Fund
will in the future pursue its investment objective using a more value-oriented
style that will be better integrated with the array of diversified equity
offerings sponsored by the Advisor.
The Advisor proposed to the Board that OakBrook provide investment
sub-advisory services for the Mid Cap Fund following the termination of the
Prior Agreement. Ordinarily, the 1940 Act requires that shareholder approval
must be obtained before an investment sub-advisory agreement takes effect.
However, at the June 18th meeting, the Board also approved an interim investment
sub-advisory agreement ("Interim Agreement") between the Advisor and OakBrook,
pursuant to which, effective June 20, 2002, OakBrook began serving as investment
sub-advisor to the Mid Cap Fund, pending shareholder approval of the New
Agreement. The Interim Agreement and the New Agreement are identical, except as
to their duration. In accordance with Rule 15a-4 of the 1940 Act, the Interim
Agreement, which is effective for 150 days, will terminate upon shareholder
approval of the New Agreement and the execution of the New Agreement by the
Advisor and OakBrook.
At the June 18th meeting, the Board considered whether it was in the
best interests of the Mid Cap Fund and its shareholders to approve the Interim
Agreement and the New Agreement between the Advisor and OakBrook with respect to
the Mid Cap Fund. In light of the information presented for its consideration,
the Board determined that each agreement was in the best interests of the Mid
Cap Fund and its shareholders and authorized submission of the New Agreement for
approval by the Mid Cap Fund's shareholders, as required by applicable law.
A form of the New Agreement is attached as Appendix B.
24
THE NEW AGREEMENT
Under the New Agreement, OakBrook would be responsible, subject to
supervision by the Advisor, for the investment management of all or a designated
portion of the Mid Cap Fund's assets, including making investment decisions,
placing orders for purchase and sale of Fund investments, and for other related
transactions. The New Agreement recognizes that OakBrook, under certain
circumstances, may pay higher brokerage commissions by executing portfolio
transactions with brokers that provide research, statistical or pricing
services. The New Agreement also provides that OakBrook will maintain all books
and records required to be maintained by it pursuant to the 1940 Act and the
rules and regulations promulgated thereunder on behalf of the Mid Cap Fund.
The New Agreement provides that OakBrook will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Mid Cap
Fund, its shareholders, AmSouth Funds or the Advisor in connection with the
matters to which the New Agreement relates. However, the New Agreement provides
that OakBrook will be liable for a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or for a loss
resulting from willful misfeasance, bad faith or gross negligence by OakBrook in
the performance of its duties or the reckless disregard by OakBrook of its
obligations and duties under the New Agreement.
OakBrook has agreed to indemnify, defend and hold harmless the Advisor,
AmSouth Funds, the Mid Cap Fund and their Trustees, officers and shareholders,
from any and all claims, losses, expenses, obligations and liabilities
(including reasonable attorneys' fees) arising or resulting from OakBrook's
willful misfeasance, bad faith, or gross negligence in the performance of its
duties or from OakBrook's reckless disregard of its obligations and duties under
the New Agreement.
The New Agreement may be terminated, without penalty, by (i) the Board;
(ii) a vote of a majority of the outstanding voting securities of the Mid Cap
Fund; (iii) the Advisor, on 60 days written notice to OakBrook; or (iv)
OakBrook, on 60 days written notice to the Advisor. The New Agreement
automatically terminates upon its assignment.
Under the New Agreement, for the services performed and the expenses
assumed, OakBrook would receive a sub-advisory fee from the Advisor (and not
from the Mid Cap Fund), computed daily and paid monthly, at the annual rate of:
0.30% of average daily net assets up to $50 million and 0.20% of average daily
net assets in excess of $50 million.
If approved by Mid Cap Fund shareholders, the New Agreement will become
effective on the date of approval, or shortly thereafter, and will remain in
effect for an initial two-year term. Thereafter, the New Agreement will continue
in effect if it is approved at least annually by a vote of Mid Cap Fund's
shareholders or by the Board, provided that, in either event, continuance is
approved by the vote of a majority of the Trustees who are not "interested
persons" of the Trust, the Advisor or OakBrook as defined in Section 2(a)(19) of
the 1940 Act ("Independent Trustees"), cast in person, at a meeting called for
the purpose of voting on such approval.
25
The foregoing discussion is qualified in its entirety by reference to
the form of the proposed New Agreement in Appendix B.
COMPARISON OF THE PREVIOUS SUB-ADVISORY AGREEMENT WITH BENNETT LAWRENCE
MANAGEMENT, LLC AND THE NEW SUB-ADVISORY AGREEMENT WITH OAKBROOK
Under the Prior Agreement between Bennett Lawrence and the Advisor, the
Advisor paid Bennett Lawrence a fee, computed daily and paid monthly, at the
annual rate of 0.75% of average daily net assets up to $25 million; 0.625% of
average daily net assets from $26 million to $75 million; 0.50% of average daily
net assets in excess of $75 million. During the fiscal year ended July 31, 2001,
the Advisor paid Bennett Lawrence $537,278.
If the New Agreement had been in effect for the fiscal year ended July
31, 2001, OakBrook would have received $214,597 which is 40% of the fees paid to
Bennett Lawrence. Under the New Agreement, the Advisor will pay OakBrook a fee
that is lower than the fee paid to Bennett Lawrence.
The terms of the Prior Agreement between Bennett Lawrence and the
Advisor were substantially similar to the terms of the New Agreement. OakBrook's
duties and responsibilities with respect to the Mid Cap Fund generally will be
comparable to the duties and responsibilities performed by Bennett Lawrence.
Shareholder approval of this Proposal 3 will not change the total
amount of management fees paid by the Mid Cap Fund to the Advisor or the
Advisor's duties and responsibilities with respect to the Mid Cap Fund under the
investment advisory agreement currently in effect.
MANAGEMENT OF THE MID CAP FUND
The Mid Cap Fund is managed by a team from OakBrook. Dr. Neil Wright,
Ms. Janna L. Sampson and Dr. Peter Jankovskis are the portfolio managers for the
Mid Cap Fund and have the primary responsibility for the day-to-day portfolio
management of the Mid Cap Fund. Dr. Wright is OakBrook's President and the Chief
Investment Officer. He holds a doctorate in economics. From 1993 to 1997, Dr.
Wright was the Chief Investment Officer of ANB Investment Management & Trust Co.
("ANB"). He managed ANB's Large Cap Growth Fund and other equity funds starting
in 1981. Ms. Sampson is OakBrook's Director of Portfolio Management. She holds a
master of arts degree in economics. From 1993 to 1997, Ms. Sampson was Senior
Portfolio Manager for ANB. She has worked in the investment field since 1981 and
was a portfolio manager at ANB from 1987 to 1997. Dr. Jankovskis is OakBrook's
Director of Research. He holds a doctorate in economics. He has conducted
economic research since 1988. From August 1992 to July 1996, Dr. Jankovskis was
an Investment Strategist for ANB, and from July 1996 to December, 1997, he was
the Manager of Research for ANB.
In managing the Mid Cap Fund, OakBrook's stock selection process
utilizes computer-aided quantitative analysis. OakBrook's computer models use
many types of data, but emphasize technical data such as price and volume
information. Applying these models to securities comprising the Standard &
Poor's 400(R) Mid Cap Index (the "Index"), OakBrook hopes to generate more
capital growth than that of the Index. OakBrook's emphasis on technical analyses
can result in significant shifts in portfolio holdings at different times.
However, stringent risk controls at the style, industry and individual stock
levels help ensure the Mid Cap Fund maintains risk characteristics similar to
those of the Index.
Additional information about OakBrook is included in Appendix F.
26
EVALUATION BY THE BOARD
The Board has concluded that the New Agreement will enable the Mid Cap
Fund to continue to receive high quality services at a cost that is appropriate,
reasonable, and in the best interests of the Mid Cap Fund and its shareholders.
Accordingly, the Trustees, including the Independent Trustees, unanimously
approved the New Agreement and authorized the submission of the New Agreement to
Mid Cap Fund shareholders for their approval.
In determining whether it was appropriate to approve the New Agreement
and to recommend approval by shareholders, the Board requested information,
provided by the Advisor and OakBrook, that it believed to be reasonably
necessary to reach its conclusion. The Board carefully evaluated this
information, and was advised by legal counsel with respect to its deliberations.
The Trustees approved the interim sub-advisory agreement and the New
Agreement, and recommended that Mid Cap Fund shareholders approve the New
Agreement, on the basis of the following considerations, among others:
o The investment advisory fees payable to OakBrook are fair and
reasonable in light of the services expected to be provided, the
anticipated costs of the services, the estimated profitability of
OakBrook's relationship with the Mid Cap Fund, and the comparability of
the proposed fee to fees paid by comparable mutual funds;
o The nature, quality and extent of the investment sub-advisory services
expected to be provided by OakBrook, in light of OakBrook's disciplined
investment methodology, the high quality services provided to other
mutual funds advised by OakBrook, and the historic performance of
accounts managed by OakBrook, including achievement of stated
investment objectives;
o OakBrook's representations regarding its staffing and capabilities to
manage the Mid Cap Fund, including the retention of personnel with
significant portfolio management experience;
o OakBrook's entrepreneurial commitment to the management and success of
the Mid Cap Fund, which could entail a substantial commitment of
resources to the successful operation of the Mid Cap Fund; and
o The overall high quality of the personnel, operations, financial
condition, investment management capabilities, methodologies, and
performance of OakBrook.
Based on its review of the information requested and provided, the
Board determined that the New Agreement was consistent with the best interests
of the Mid Cap Fund and its shareholders. Accordingly, in light of the above
considerations and such other factors and information it considered relevant,
the Board unanimously approved the New Agreement and recommended its approval by
Mid Cap Fund shareholders.
27
REQUIRED VOTE
Approval of Proposal 3 requires the affirmative vote of the lesser of:
(1) 67% or more of the shares of the Mid Cap Fund present at the Meeting, if
more than 50% of the outstanding shares are represented at the Meeting in person
or by proxy, or (2) more than 50% of the outstanding shares entitled to vote at
the Meeting.
THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 3.
----------------------------
PROPOSAL 4: FOR AMSOUTH INTERNATIONAL EQUITY FUND SHAREHOLDERS ONLY: TO APPROVE
AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN THE ADVISOR AND DIMENSIONAL FUND
ADVISORS INC. WITH RESPECT TO AMSOUTH INTERNATIONAL EQUITY FUND
At a meeting on June 18, 2002, the Board unanimously approved, subject
to shareholder approval, a new Sub-Advisory Agreement ("New Agreement") between
the Advisor and Dimensional Fund Advisors Inc. ("Dimensional") with regard to
AmSouth International Equity Fund ("International Equity Fund").
Until June 20, 2002, Lazard Asset Management LLC ("Lazard") served as
investment sub-advisor to the International Equity Fund pursuant to a
sub-advisory agreement ("Prior Agreement") dated May 12, 2001, and approved by
shareholders on March 10, 2000. Effective on June 20, 2002, the Board, upon the
Advisor's recommendation, terminated the Prior Agreement with Lazard with
respect to the International Equity Fund. Although Lazard's performance in
managing the International Equity Fund was a key factor in the Advisor's
recommendation and the Board's decision, the Advisor believes that Dimensional's
investment style will be much more compatible than Lazard's with the Advisor's
overall investment management philosophy. While the International Equity Fund's
investment objective, primary investment strategies and investment restrictions
are not expected to change by virtue of terminating the Prior Agreement, the
Advisor anticipates that the International Equity Fund will in the future pursue
its investment objective using an investment style that will be better
integrated with the array of diversified equity offerings sponsored by the
Advisor.
The Advisor proposed to the Board that Dimensional provide investment
sub-advisory services for the International Equity Fund following the
termination of the Prior Agreement. Ordinarily, the 1940 Act requires that
shareholder approval must be obtained before an investment sub-advisory
agreement takes effect. However, at the June 18th meeting, the Board also
approved an interim investment sub-advisory agreement ("Interim Agreement")
between the Advisor and Dimensional, pursuant to which, effective June 20, 2002,
Dimensional began serving as investment sub-advisor to the International Equity
Fund under the Interim Agreement, pending shareholder approval of the New
Agreement. The Interim Agreement and the New Agreement are identical, except as
to their duration. In accordance with Rule 15a-4 of the 1940 Act, the Interim
Agreement, which is effective for 150 days, will terminate upon shareholder
28
approval of the New Agreement and the execution of the New Agreement by the
Advisor and Dimensional.
At its June 18th meeting, the Board considered whether it was in the
best interests of the International Equity Fund and its shareholders to approve
the Interim Agreement and the New Agreement between the Advisor and Dimensional
with respect to the International Equity Fund. In light of the information
presented for its consideration, the Board determined that each agreement was in
the best interests of the International Equity Fund and its shareholders and the
authorized submission of the New Agreement for approval by the International
Equity Fund's shareholders, as required by applicable law.
A form of the New Agreement is attached as Appendix C.
THE NEW AGREEMENT
Under the New Agreement, Dimensional would be responsible, subject to
supervision by the Advisor, for the investment management of all or a designated
portion of the International Equity Fund's assets, including making investment
decisions, placing orders for purchase and sale of Fund investments, and for
other related transactions. The New Agreement recognizes that Dimensional, under
certain circumstances, may pay higher brokerage commissions by executing
portfolio transactions with brokers that provide research services to the
International Equity Fund and other accounts managed by Dimensional. The New
Agreement also provides that Dimensional will maintain all books and records
required to be maintained by it pursuant to the 1940 Act and the rules and
regulations promulgated thereunder.
The New Agreement provides that Dimensional will not be liable for any
error of judgment or mistake of law or for any loss suffered by the
International Equity Fund, its shareholders, AmSouth Funds or the Advisor in
connection with the matters to which the New Agreement relates. However, the New
Agreement provides that Dimensional will be liable for a loss resulting from
willful misfeasance, bad faith or gross negligence by Dimensional in the
performance of its duties or the reckless disregard by Dimensional of its
obligations and duties under the New Agreement.
The New Agreement may be terminated, without penalty, by (i) the Board;
(ii) a vote of a majority of the outstanding voting securities of the
International Equity Fund; (iii) the Advisor, on 60 days written notice to
Dimensional; or (iv) Dimensional, on 60 days written notice to the Advisor. The
New Agreement automatically terminates upon its assignment.
Under the New Agreement, for the services performed and the expenses
assumed, Dimensional would receive a sub-advisory fee from the Advisor (and not
from the International Equity Fund), computed daily and paid monthly, at the
annual rate of: 0.40% on the first $40 million of aggregate daily net assets and
0.20% on assets in excess of $40 million.
If approved by International Equity Fund shareholders, the New
Agreement will become effective on the date of approval, or shortly thereafter,
and will remain in effect for an initial two-year term. Thereafter, the New
Agreement will continue in effect if it is approved at least annually by a vote
of the International Equity Fund's shareholders or by the Board, provided that,
in either event, continuance is approved by the vote of a majority of the
Trustees who are not "interested persons" of the Trust, the Advisor or
29
Dimensional, within the meaning of Section 2(a)(19) of the 1940 Act
("Independent Trustees"), cast in person, at a meeting called for the purpose of
voting on such approval.
The foregoing discussion is qualified in its entirety by reference to
the form of the proposed New Agreement in Appendix C.
COMPARISON OF THE PREVIOUS SUB-ADVISORY AGREEMENT WITH LAZARD ASSET MANAGEMENT
LLC AND THE NEW SUB-ADVISORY AGREEMENT WITH DIMENSIONAL
Under the Prior Agreement between Lazard and the Advisor, the Advisor
paid Lazard a fee, computed daily and paid monthly at the annual rate of 0.75%
of average daily net assets up to $25 million; 0.625% of average daily net
assets from $26 million to $75 million; 0.50% of average daily net assets in
excess of $75 million. During the fiscal year ended July 31, 2001, the Advisor
paid Lazard $633,603.
If the New Agrement had been in effect for the fiscal year ended July
31, 2001, Dimensional would have received $344,061 which is 54% of the fees paid
to Lazard. Under the New Agreement, the Advisor will pay Dimensional a fee that
is lower than the fee paid to Lazard.
The terms of the Prior Agreement between Lazard and the Advisor were
substantially similar to the terms of the New Agreement. Dimensional's duties
and responsibilities with respect to the International Equity Fund generally
will be comparable to the duties and responsibilities performed by Lazard.
Shareholder approval of this Proposal 4 will not change the total
amount of management fees paid by the International Equity Fund to the Advisor
or the Advisor's duties and responsibilities with respect to the International
Equity Fund under the investment advisory agreement currently in effect.
MANAGEMENT OF THE INTERNATIONAL EQUITY FUND
Dimensional has established an Investment Committee to set the
investment policy and procedures for all Dimensional-managed portfolios.
Investment decisions for the International Equity Fund are made by the
Investment Committee, which meets on a regular basis and also as needed to
consider investment issues. The Investment Committee is composed of certain
officers and directors of Dimensional who are elected annually.
Dimensional's equity investment strategy seeks to combine broad asset
diversification, low cost, and reliable asset class exposure of passive
strategies while adding value through engineering and trading. To this end,
Dimensional intends to more than triple the International Equity Fund's holdings
across twenty-one developed countries in Europe and Asia. In addition, the
International Equity Fund's portfolio will be more value oriented than the
portfolio managed by Lazard, which means that the International Equity Fund's
holdings on average will have a smaller market capitalization.
Additional information about Dimensional is included in Appendix G.
30
EVALUATION BY THE BOARD
The Board has concluded that the New Agreement will enable the
International Equity Fund to continue to receive high quality services at a cost
that is appropriate, reasonable, and in the best interests of the International
Equity Fund and its shareholders. Accordingly, the Trustees, including the
Independent Trustees, unanimously approved the New Agreement and authorized the
submission of the New Agreement to International Equity Fund shareholders for
their approval.
In determining whether it was appropriate to approve the New Agreement
and to recommend approval by shareholders, the Board requested information,
provided by AmSouth and Dimensional, that it believed to be reasonably necessary
to reach its conclusion. The Board carefully evaluated this information, and was
advised by legal counsel with respect to its deliberations.
The Trustees approved the interim sub-advisory agreement and the New
Agreement, and recommended that International Equity Fund shareholders approve
the New Agreement, on the basis of the following considerations, among others:
o The investment advisory fees payable to Dimensional are fair and
reasonable in light of the services expected to be provided, the
anticipated costs of the services, the estimated profitability of
Dimensional's relationship with the International Equity Fund, and the
comparability of the proposed fee to fees paid by comparable mutual
funds;
o The nature, quality and extent of the investment sub-advisory services
expected to be provided by Dimensional, in light of the high quality
services provided to other mutual funds advised by Dimensional and
their historic performance, including achievement of stated investment
objectives;
o Dimensional's representations regarding its staffing and capabilities
to manage the International Equity Fund, including the retention of
personnel with significant portfolio management experience and
commitment to a disciplined international value equity management
strategy;
o Dimensional's entrepreneurial commitment to the management and success
of the International Equity Fund, which could entail a substantial
commitment of resources to the successful operation of the
International Equity Fund; and
o The overall high quality of the personnel, operations, financial
condition, investment management capabilities, methodologies, and
performance of Dimensional.
Based on its review of the information requested and provided, the
Board determined that the New Agreement was consistent with the best interests
of the International Equity Fund and its shareholders. Accordingly, in light of
the above considerations and such other factors and information it considered
relevant, the Board unanimously approved the New Agreement and recommended its
approval by International Equity Fund shareholders.
31
REQUIRED VOTE
Approval of Proposal 4 requires the affirmative vote of the lesser of:
(1) 67% or more of the shares of the International Equity Fund present at the
Meeting, if more than 50% of the outstanding shares are represented at the
Meeting in person or by proxy, or (2) more than 50% of the outstanding shares
entitled to vote at the Meeting.
THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 4.
----------------------------
PROPOSAL 5: TO APPROVE A POLICY TO PERMIT THE ADVISOR AND THE BOARD TO ENTER
INTO, OR MATERIALLY AMEND, INVESTMENT SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
SHAREHOLDER APPROVAL
At a meeting on June 18, 2002, the Board unanimously approved the
submission to shareholders of a policy to permit AmSouth Funds and the Advisor
to enter into, or materially amend, investment sub-advisory agreements without
obtaining shareholder approval.
If shareholders approve this Proposal, it would be implemented at such
time as the SEC grants the Advisor and AmSouth Funds exemptive relief from the
provisions of Section 15(a) of the 1940 Act ("Exemptive Relief"). Under the
Exemptive Relief, AmSouth Funds and the Advisor would be authorized to enter
into, or materially amend, investment sub-advisory agreements without obtaining
shareholder approval. However, approval by the Board, including a majority of
the Trustees who are not "interested persons" of the Advisor, AmSouth Funds or a
proposed new investment sub-advisor within the meaning of Section 2(a)(19) of
the 1940 Act ("Independent Trustees"), would continue to be required prior to
entering into a new investment sub-advisory agreement or amending an existing
investment sub-advisory agreement with respect to any Fund. The Proposal would
only apply to an investment sub-advisory agreement with an investment
sub-advisor that is not an "affiliated person" as defined in the 1940 Act of the
Advisor or AmSouth Funds, other than by reason of serving as an investment
sub-advisor to a Fund.
THE EXEMPTIVE RELIEF
Currently, in accordance with the provisions of Section 15(a) of the
1940 Act, the Board, including a majority of the Trustees who are not
"interested persons" of the Advisor, AmSouth Funds or a proposed investment
sub-advisor, must approve any new investment sub-advisory agreement pursuant to
which the investment sub-advisor would provide investment advisory services to
AmSouth Funds. Section 15(a) of the 1940 Act also requires that the investment
sub-advisory agreement be approved by a majority of the outstanding voting
securities of the affected Fund.
AmSouth Funds and the Advisor have filed an application with the SEC
requesting an order for relief from the provisions of Section 15(a) of the 1940
Act and applicable rules thereunder. There can be no assurance that the SEC will
grant the Exemptive Relief. However, if the Exemptive Relief is granted, AmSouth
32
Funds and the Advisor will be subject to several conditions imposed by the SEC.
One such condition is that the Advisor and AmSouth Funds obtain shareholder
approval to implement the Exemptive Relief to enter into and materially amend
investment sub-advisory agreements without obtaining further shareholder
approval. In addition, within 90 days of the appointment of a new investment
sub-advisor or a material change to an investment sub-advisory agreement,
AmSouth Funds must provide the affected Fund's shareholders with an information
statement that contains substantially the same information about the investment
sub-advisor, the investment sub-advisory agreement, and the investment
sub-advisory fee that such shareholders would have received in a proxy
statement. Another condition, currently satisfied by the Board, is that a
majority of the Board consist of Independent Trustees and that the nomination of
new or additional Independent Trustees be at the discretion of the then-existing
Independent Trustees.
EVALUATION BY THE BOARD
The Board believes that it is appropriate and in the best interests of
AmSouth Funds' shareholders for the Advisor and the Board to have the maximum
flexibility to select, supervise and evaluate investment sub-advisors without
incurring the expense or delay attendant to obtaining shareholder approval. This
process will allow the Funds to operate more efficiently. Currently, to appoint
an investment sub-advisor or to materially amend an investment sub-advisory
agreement, AmSouth Funds must call and hold a shareholder meeting of each
affected Fund, create and distribute proxy materials, and solicit proxy votes
from the Fund's shareholders. This process is time-consuming and costly, and the
costs are generally borne entirely by the respective Fund with a consequent
reduction in shareholder investment return. Without the delay inherent in
holding a shareholder meeting, the Advisor and the Board would be able to act
more quickly, and with less expense, to appoint an investment sub-advisor when
the Board and the Advisor believe that the appointment would benefit a Fund.
The Board believes that the Proposal is consistent with shareholders'
expectations that the Advisor will use its expertise to provide the Board
recommendations concerning the retention and termination of investment
sub-advisors. The Advisor currently oversees and monitors the performance of
each Fund's investment sub-advisor and is responsible for determining whether to
recommend that a particular investment sub-advisory agreement be entered into or
terminated. A determination of whether to recommend the termination of an
investment sub-advisory agreement depends on a number of factors, including, but
not limited to, the investment sub-advisor's performance record while managing a
Fund.
If shareholders approve the Proposal, the Board will continue to
oversee the selection and engagement of investment sub-advisors. The Board,
including a majority of the Independent Trustees, will continue to evaluate and
consider for approval all new or amended investment sub-advisory agreements. In
accordance with the 1940 Act and the terms of the investment sub-advisory
agreements, the Board, including a majority of the Independent Trustees, will
continue to review and consider for renewal on an annual basis each of these
agreements after the initial term.
Upon entering into, renewing or amending an investment sub-advisory
agreement, the Advisor and each investment sub-advisor have a legal duty to
provide the Board information relevant to the Board's consideration of the
33
agreement. In connection with each such review, the Board will analyze all
relevant factors, including the nature, quality and scope of services provided
by the investment sub-advisors. The Board also will compare the investment
performance of the accounts managed by a proposed investment sub-advisor with
similar accounts managed by other advisors and will review the investment
sub-advisor's compliance with federal securities laws and regulations. The Board
believes that its review will ensure that the Advisor continues to act in the
best interests of AmSouth Funds and its shareholders.
Shareholder approval of this Proposal will not affect the total
investment advisory fees paid by the Funds to the Advisor. Investment
sub-advisory fees are paid by the Advisor, not by the Funds. Therefore, any
reduction in an investment sub-advisory fee may benefit the Advisor, and any
increase will be a detriment to the Advisor. If shareholders approve this
Proposal, the Advisor will continue to provide the same investment advisory
services to the Funds as it currently provides under the investment advisory
agreement between AmSouth Funds and the Advisor.
REQUIRED VOTE
Approval of Proposal 5 requires the affirmative vote of the lesser of:
(1) 67% or more of the shares of AmSouth Funds present at the Meeting, if more
than 50% of the outstanding shares are represented at the Meeting in person or
by proxy, or (2) more than 50% of the outstanding shares entitled to vote at the
Meeting. If AmSouth Funds' shareholders do not approve the Sub-Advisor Approval
Policy, AmSouth Funds will continue to be required to call a special meeting and
to bear the cost of special meetings to obtain shareholder approval of any new
changes in the Funds' sub-advisory arrangements.
THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 5.
----------------------------
PROPOSAL 6: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE
ADVISOR AND AMSOUTH FUNDS.
At a meeting on June 18, 2002, the Board unanimously approved, subject
to shareholder approval, an Amended Investment Advisory Agreement ("Amended
Advisory Agreement") between AmSouth Funds and the Advisor. The Amended Advisory
Agreement is substantially similar to the Funds' current investment advisory
agreement with the Advisor ("Current Advisory Agreement"). The Amended Advisory
Agreement, which would provide for the Advisor to perform the same services and
receive the same compensation as under the Current Advisory Agreement, would
broaden the Advisor's authority to delegate investment advisory responsibilities
to investment sub-advisors and enter into investment sub-advisory agreements
without obtaining shareholder approval.
A form of the Amended Advisory Agreement is attached as Appendix D.
34
COMPARISON BETWEEN THE CURRENT ADVISORY AGREEMENT AND THE AMENDED ADVISORY
AGREEMENT
The principal difference between the Current Advisory Agreement and the
Amended Advisory Agreement is the expansion of the Advisor's authority to engage
and delegate the provision of investment advisory services to a new investment
sub-advisor. The Current Advisory Agreement and the Amended Advisory Agreement
both require the Advisor to provide a continuous investment program for the
Funds and determine the securities and other investments to be purchased,
retained or sold by the Funds. However, the Amended Advisory Agreement would
expressly authorize the Advisor to delegate management of the Funds' investment
portfolios, or specific portions thereof, to one or more investment
sub-advisors, subject to the Advisor's oversight and Board approval. The Amended
Advisory Agreement also would authorize the Advisor to engage sub-advisors,
subject to Board approval, and consistent with SEC rules and orders. This would
permit the Advisor to implement Proposal 5, if approved by shareholders.
Each Fund would pay the same fee to the Advisor under the Amended
Advisory Agreement as the Fund pays under the Current Advisory Agreement. Under
the Amended Advisory Agreement and the Current Advisory Agreement, the annual
fee payable to the Advisor by the Funds is the lesser of (a) such fee as may
from time to time be agreed upon in writing by AmSouth Funds and the Advisor or
(b) a fee computed daily and paid monthly based on the average daily net assets
of each Fund as follows: AmSouth Prime Money Market Fund - 0.40%; AmSouth U.S.
Treasury Fund - 0.40%; AmSouth Institutional Prime Obligations Fund - 0.20%;
AmSouth Value Fund - 0.80%; AmSouth Tax-Exempt Fund - 0.40%; AmSouth Bond Fund -
0.65%; AmSouth Limited Term Bond Fund - 0.65%; AmSouth Balanced Fund - 0.80%;
AmSouth Government Income Fund - 0.65%; AmSouth Florida Fund - 0.65%; AmSouth
Municipal Bond Fund - 0.65%; AmSouth Equity Income Fund - 0.80%; AmSouth Small
Cap Fund - 1.20%; AmSouth Select Equity Fund - 0.80%; AmSouth Enhanced Market
Fund - 0.45%; International Equity Fund - 1.25%; AmSouth Mid Cap Fund - 1.00%;
AmSouth Capital Growth Fund - 0.80%; AmSouth Large Cap Fund - 0.80%; AmSouth
Limited Term U.S. Government Fund - 0.65%; AmSouth Tennessee Tax-Exempt Fund -
0.65%; AmSouth Limited Term Tennessee Tax-Exempt Fund - 0.65%; AmSouth Treasury
Reserve Fund - 0.40%; AmSouth Strategic Portfolios: Aggressive Growth Portfolio
- - 0.20%; AmSouth Strategic Portfolios: Growth Portfolio - 0.20%; AmSouth
Strategic Portfolios: Growth and Income Portfolio - 0.20%; and AmSouth Strategic
Portfolios: Moderate Growth and Income Portfolio - 0.20%.
The Current Advisory Agreement and the Amended Advisory Agreement both
provide that the Advisor will not be liable for any error in judgment or mistake
of law or for any loss suffered by the Funds in connection with the performance
of the agreement by the Advisor, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from reckless disregard
by the Advisor of its obligations and duties under the agreement.
The Current Advisory Agreement and the Amended Advisory Agreement
terminate automatically upon their assignment. Each agreement is terminable at
any time on sixty days' written notice, without penalty, by the Board, by vote
of the holders of a majority of a Fund's outstanding voting securities or by the
Advisor.
If approved by shareholders, the Amended Advisory Agreement would
become effective on the date of such approval and would continue in effect if it
is approved at least annually by a vote of a majority of a Fund's outstanding
voting securities or by the Board, provided that, in either event, continuance
is approved by the vote of a majority of the Trustees who are not interested
persons of AmSouth Funds or the Advisor, cast in person at a meeting called for
the purpose of voting on such approval.
The Current Advisory Agreement, dated May 12, 2001, was last submitted
to a vote of shareholders of the Funds on March 8, 1993. Under the Current
Advisory Agreement, the Funds paid investment advisory fees to the Advisor in
the amount of $33,185,456 during the fiscal year ended July 31, 2001.
Further information about the Advisor is set forth in Appendix E.
EVALUATION BY THE BOARD
In considering the Amended Advisory Agreement, the Board reviewed and
analyzed, among other things: (1) the services now being provided by the
Advisor; (2) the nature, quality, and scope of such services as well as the
35
Funds' investment performance; (3) the nature and scope of the services to be
provided to the Funds by the Advisor under the Amended Advisory Agreement; (4)
the ability of the Advisor to provide such services; and (5) the potential
effect of the Amended Advisory Agreement on shareholders. The Board also
reviewed the fees payable to the Advisor under the Amended Advisory Agreement
and the management or advisory fees paid by other investment companies with
similar objectives and characteristics.
After full consideration of these and other factors, the Board,
including the Independent Trustees, approved the Amended Advisory Agreement and
authorized the submission of the Amended Advisory Agreement to the Funds'
shareholders for their approval at the Meeting.
REQUIRED VOTE
Approval of Proposal 6 requires the affirmative vote of the lesser of
(1) 67% or more of the shares of the Fund present at the Meeting, if more than
50% of the outstanding shares are represented at the Meeting in person or by
proxy, or (2) more than 50% of the outstanding shares entitled to vote at the
Meeting.
THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 6.
----------------------------
PROPOSAL 7: ELECTION OF TRUSTEES
The Board has nominated the individuals identified below for election
to AmSouth Funds' Board of Trustees. Under the Proposal, shareholders are being
asked to vote on these nominees. Pertinent information about each nominee is set
forth below. Each of the nominees currently serves as a Trustee of AmSouth
Funds. If elected, each nominee will hold office until the next meeting of
shareholders at which Trustees are elected and until their successors are
elected and qualified.
As a Massachusetts business trust, AmSouth Funds does not contemplate
holding annual shareholder meetings for the purpose of electing Trustees. Thus,
the Trustees will be elected for indefinite terms until a subsequent special
shareholder meeting is called for the purpose of electing Trustees. It is the
intention of the persons named in the enclosed proxy card to vote in favor of
the election of each nominee for Trustee. Each nominee has consented to be named
in this Proxy Statement and to serve as Trustee if elected. The Board has no
reason to believe that any of the nominees will become unavailable for election
as a Trustee, but if that should occur before the Meeting, the proxies will be
voted for such other nominee(s) as the Board may recommend.
The following tables set forth certain information regarding each
nominee for Trustee. Unless otherwise noted, each of the nominees has engaged in
the principal occupation listed in the following table for five years or more.
36
INFORMATION REGARDING NOMINEES
FOR ELECTION AS TRUSTEE
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
POSITION TERM OF
HELD WITH OFFICE AND OTHER PRINCIPAL
NAME, AGE AMSOUTH LENGTH OF NUMBER OF FUNDS DIRECTORSHIPS OCCUPATION(S) DURING
AND ADDRESS FUNDS TIME SERVED* OVERSEEN HELD THE PAST FIVE YEARS
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
INDEPENDENT TRUSTEES:
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
Dick D. Briggs, Jr., M.D. Trustee 10/1/87 Trustee of From March 1997 to
459 DER Building AmSouth Funds present, Chief Medical
1808 7th Avenue South (consisting of Officer, Best Doctors (TM)
UAB Medical Center 27 portfolios). Worldwide Healthcare
Birmingham, AL 35294 Services; from
Age 67 September 1995 to
present, Emeritus
Professor and Eminent
Scholar Chair, Univ.
of Alabama at
Birmingham; from
October 1973 to
present, Physician,
University of Alabama
Health Services
Foundation; from 1981
to 1995, Professor and
Vice Chairman, Dept.
of Medicine, Univ. of
Alabama at Birmingham
School of Medicine;
from 1988 to 1992,
President, CEO and
Medical Director,
Univ. of Alabama
Health Services
Foundation.
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
Wendell D. Cleaver Trustee 10/1/87 Trustee of From September 3, 1993
225 Lakewood Drive West AmSouth Funds to present, retired;
Mobile, AL 36608 (consisting of from December 1988 to
Age 67 27 portfolios). August 1993, Executive
Vice President, Chief
Operating Officer and
Director, Mobile Gas
Service Corporation
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
37
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
POSITION TERM OF
HELD WITH OFFICE AND OTHER PRINCIPAL
NAME, AGE AMSOUTH LENGTH OF NUMBER OF FUNDS DIRECTORSHIPS OCCUPATION(S) DURING
AND ADDRESS FUNDS TIME SERVED* OVERSEEN HELD THE PAST FIVE YEARS
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
James H. Woodward, Jr. Trustee 10/1/87 Trustee of From 1996 to present,
University of North Carolina AmSouth Funds Trustee, The Sessions
at Charlotte (consisting of Group; from July 1989
Charlotte, NC 28223 27 portfolios). to present,
Age 62 Chancellor, The
Trustee of Variable University
Insurance Funds of North Carolina
(consisting of 15 at Charlotte;
portfolios, 7 of from April 1997
which are advised by to present, Trustee,
the Advisor). BISYS Variable
Insurance Funds;
from August
1984 to July
1989, Senior
Vice President,
University College,
University of
Alabama at
Birmingham.
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
Edward P. Farley Trustee 12/18/01 Trustee of Director of Retired, 1999;
[insert address] AmSouth Funds Kent Funds Executive Vice
Age 61 (consisting of President of Kent
27 portfolios). Financial Corp. from
1996 until 1999;
Executive Vice
President and
Administrator of
Community
[ ]
from 1997 until 1999.
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
INTERESTED TRUSTEES:
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
J. David Huber, Jr. Chairman 10/1/87 Chairman and From June 1987 to
3435 Stelzer Road and Trustee Trustee of present, employee of
Columbus, OH 43219 AmSouth Funds BISYS Fund Services
Age 55 (consisting of L.P.
27 portfolios).
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
Geoffrey von Kuhn Trustee From April 2001 to
Wealth Management Group present, Senior
AmSouth Bank Executive Vice
AmSouth Harbert Plaza - President, AmSouth
Upper Lobby Bancorporation and
1901 Sixth Avenue North AmSouth Bank, Head,
Birmingham, AL 35203 Wealth Management
Age 50 Group; April 2000 to
April 2001, Head, U.S.
Private Bank,
Citigroup; February
1998 to April 2000,
Senior Managing
Director and Vice
Chairman, Banc One
Capital Markets; May
1996 to February 1998,
Senior Managing
Director, Bank One
Institutional
Investment Services,
Inc.
- ------------------------------ ------------- ------------- ----------------- ----------------- ------------------------
38
* There is no defined term of office for Trustees of AmSouth Funds.
Messrs. Huber and von Kuhn are considered to be interested persons (as
defined in the 1940 Act) of AmSouth Funds. Mr. Huber is considered an interested
person on the basis of his employment with BISYS Fund Services L.P., AmSouth
Funds' Distributor. Mr. von Kuhn is considered to be an interested person on the
basis of his employment by AmSouth Bank, the Advisor's parent company.
COMPENSATION OF TRUSTEES
Trustees who are "interested persons" of AmSouth Funds, within the
meaning of Section 2(a)(19) of the 1940 Act, receive no salary or fees from
AmSouth Funds. Each Trustee who is not an interested person of AmSouth Funds
(E.G., an "Independent Trustee") receives a per meeting fee based on the average
net assets of AmSouth Funds as of December 31 of the previous year.
AmSouth Funds currently pays each Independent Trustee a per meeting fee
of $6,000, plus travel and other out-of-pocket expenses incurred by the Trustees
in attending Board meetings. The table below includes certain information
relating to the compensation of AmSouth Funds' Trustees for the fiscal year
ended July 31, 2001, as well as information regarding compensation from AmSouth
Funds' Fund Complex for the year ended December 31, 2001. Annual Board fees may
be reviewed periodically and changed by AmSouth Funds' Board. AmSouth Funds does
not have any retirement plan for its Trustees.
COMPENSATION TABLE
- ---------------------------------------------------------- -------------------------- --------------------------------
AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
FROM AMSOUTH FUNDS AND FUND COMPLEX
NAME OF PERSON AND POSITION AMSOUTH FUNDS* PAID TO TRUSTEES**
- ---------------------------------------------------------- -------------------------- --------------------------------
J. David Huber, Jr. - Chairman of the Board and Trustee None None
- ---------------------------------------------------------- -------------------------- --------------------------------
Dick D. Briggs, Jr., M.D. - Trustee $24,750 $24,750
- ---------------------------------------------------------- -------------------------- --------------------------------
Wendell D. Cleaver - Trustee $24,750 $24,750
- ---------------------------------------------------------- -------------------------- --------------------------------
Edward P. Farley - Trustee $6,000 $6,000
- ---------------------------------------------------------- -------------------------- --------------------------------
James H. Woodward, Jr. - Trustee $24,000 $25,000***
- ---------------------------------------------------------- -------------------------- --------------------------------
Norma A. Coldwell - Advisory Trustee**** $24,750 $24,750
- ---------------------------------------------------------- -------------------------- --------------------------------
Homer H. Turner, Jr. - Advisory Trustee**** $24,750 $24,750
- ---------------------------------------------------------- -------------------------- --------------------------------
* Represents compensation paid to each Trustee for the fiscal year ended July
31, 2001.
39
** Represents aggregate compensation paid to each Trustee during the
calendar year ended December 31, 2001. There are a total of
twenty-seven portfolios in the AmSouth Fund Complex.
*** Mr. Woodward also serves as Trustee for Variable Insurance Funds, an
open-end investment company of 15 portfolios of which seven are advised
by the Advisor.
**** Ms. Coldwell and Mr. Turner retired from the Board of Trustees and
assumed "Advisory Trustee" status in March 2002.
The following table shows each Trustee's ownership of shares of AmSouth
Funds' shares as of June 30, 2002:
- ---------------------------- --------------------------------------------------------------------- ------------------
AGGREGATE DOLLAR
RANGE OF SHARES
NAME OF TRUSTEE IN THE AMSOUTH
DOLLAR RANGE OF EQUITY SECURITIES FUNDS
- ---------------------------- --------------------------------------------------------------------- ------------------
[FUND NAME] [FUND NAME] [FUND NAME] [FUND NAME]
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
J. David Huber, Jr.,
Chairman of the Board and
Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
Dick D. Briggs, Jr., M.D.
Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
Wendell D. Cleaver,
Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
James H. Woodward, Jr.
Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
Edward P. Farley
Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
Geoffrey von Kuhn
Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
Norma A. Coldwell
Advisory Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
Homer H. Turner, Jr.
Advisory Trustee
- ---------------------------- ---------------- ----------------- ----------------- ---------------- ------------------
BOARD OF TRUSTEES AND COMMITTEE MEETINGS
Under applicable law, the Board is responsible for management of the
Funds and provides broad supervision over their affairs. AmSouth Funds' officers
manage the day-to-day operations of the Funds under the direction of the Board.
The Board met four times during AmSouth Funds' fiscal year ended July
31, 2002, and each Trustee attended at least 75% of the total number of meetings
of the Board and of any committee of which he was a member during that year.
AUDIT COMMITTEE. The Audit Committee was formed (a) to oversee
generally the Funds' accounting and financial reporting policies and practices,
the Funds' internal controls and, as appropriate, the internal controls of
40
certain service providers; (b) to oversee generally the quality and objectivity
of AmSouth Funds' financial statements and the independent audit thereof; and
(c) to act as a liaison between the AmSouth Funds' independent auditors and the
full Board. The Audit Committee is composed entirely of Independent Trustees;
its members are Wendell D. Cleaver, James H. Woodward, Jr., Dick D. Briggs, Jr.,
and Edward P. Farley. During the fiscal year ended July 31, 2001, the Committee
met two times.
NOMINATING COMMITTEE. The Nominating Committee is responsible for
nominating individuals to serve as trustees, including as Independent Fund
Trustees, as members of committees, and as officers of the Trust. The Nominating
Committee is composed entirely of Independent Fund Trustees; its members are
Wendell D. Cleaver, James H. Woodward, Jr., Dick D. Briggs, Jr., and Edward P.
Farley. The Committee will consider nominees recommended by shareholders;
shareholders may send resumes of recommended persons to the attention of John
Calvano, AmSouth Funds, 3435 Stelzer Road, Columbus, Ohio, 43219. The Committee
did not meet during the fiscal year ended July 31, 2001.
41
OFFICERS OF AMSOUTH FUNDS
The following table lists the officers of the AmSouth Funds. Each
officer's address is 3435 Stelzer Road, Columbus, Ohio 43219.
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
POSITION TERM OF
HELD WITH OFFICE AND PRINCIPAL
AMSOUTH LENGTH OF NUMBER OF FUNDS OTHER DIRECTORSHIPS OCCUPATION(S) DURING
NAME, AGE AND ADDRESS FUNDS TIME SERVED* OVERSEEN HELD THE PAST FIVE YEARS
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
John F. Calvano President President of From September 1999 to
Age 41 AmSouth Funds present, Senior Vice
(consisting of 27 President, AmSouth Bank;
portfolios). from October 1994 to
September 1999, employee
of BISYS Fund Services
Limited Partnership;
from July 1992 to August
1994, investment
representative, BA
Investment Services; and
from October 1986 to
July 1994, Marketing
Manager, Great Western
Investment Management.
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
Walter B. Grimm Vice Vice President of From June 1992 to
Age 56 President AmSouth Funds present, employee of
(consisting of 27 BISYS Fund Services
portfolios). Limited Partnership;
from 1990 to 1992,
President and CEO,
Security Bancshares;
from July 1981 to 1990,
President of Leigh
Investments Consulting
(investment firm).
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
Charles L. Booth Treasurer Treasurer of From 1988 to present,
Age 41 AmSouth Funds employee of BISYS Fund
(consisting of 27 Services L.P.
portfolios).
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
Rodney L. Ruehle Secretary Secretary of From August 1990 to
Age 33 AmSouth Funds August 1995, Assistant
(consisting of 27 Treasurer of the
portfolios). Cardinal Group of Funds;
from August 1995 to
present, Director
Administration Services,
BISYS Fund Services L.P.
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
42
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
POSITION TERM OF
HELD WITH OFFICE AND PRINCIPAL
AMSOUTH LENGTH OF NUMBER OF FUNDS OTHER DIRECTORSHIPS OCCUPATION(S) DURING
NAME, AGE AND ADDRESS FUNDS TIME SERVED* OVERSEEN HELD THE PAST FIVE YEARS
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
Jeffrey C. Cusick Assistant Assistant Secretary An employee of BISYS
Age 42 Secretary and Vice President Fund Services, Inc.
and Vice of AmSouth Funds since July 1995, and
President (consisting of 27 an officer of other
portfolios). investment companies
administered by the
Administrator or its
affiliates. From
September 1993 to July
1995, he was Assistant
Vice President of
Federated
Administrative
Services.
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
Alaina V. Metz Assistant Assistant Secretary From June 1995 to
Age 34 Secretary of AmSouth Funds present, Chief
(consisting of 27 Administrator,
portfolios). Administrative and
Regulatory Services,
BISYS Fund Services
Limited Partnership;
from May 1989 to June
1995, Supervisor, Mutual
Fund Legal Department,
Alliance Capital
Management.
- ------------------------ ------------- -------------- --------------------- --------------------- ------------------------
* There is no defined term of office for officers of AmSouth Funds.
The officers of AmSouth Funds are interested persons (as defined in the
1940 Act) and receive no compensation directly from AmSouth Funds for performing
the duties of their offices.
REQUIRED VOTE. Approval of Proposal 6 requires the affirmative vote of
a plurality of the votes cast at the Meeting in person or by proxy.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" EACH OF THE NOMINEES.
-------------------------------------------------
INFORMATION ON THE FUNDS' INDEPENDENT ACCOUNTANTS
AmSouth Funds' financial statements for the fiscal year ended July 31,
2001 were audited by Ernst & Young LLP ("E&Y"), 1100 Huntington Center, 41 South
High Street, Columbus, OH 43215. E&Y has informed AmSouth Funds that it has no
material direct or indirect financial interest in any of the Funds and that
investments in the Funds by its personnel and their family members are
prohibited where appropriate to maintaining the auditors' independence. In the
opinion of the Board, the services provided by E&Y are compatible with
maintaining the independence of AmSouth Funds' auditors. The Board intends to
appoint E&Y as the independent accountants for AmSouth Funds for the fiscal year
ending July 31, 2002.
Representatives of E&Y are not expected to be present at the Meeting but
have been given the opportunity to make a statement if they so desire and will
be available should any matter arise requiring their presence.
CHANGE IN ACCOUNTANTS
AmSouth Funds engaged E&Y as its independent accountants on September 14,
1999. The engagement of E&Y was approved by the Board on that date. The Board
determined that E&Y and PricewaterhouseCoopers, LLP ("PWC"), AmSouth Funds'
prior accountants, were comparable in terms of professional expertise and the
quality of services generally. Nevertheless, the Board voted to select E&Y to
serve as the Funds' independent accountants for future years because E&Y offered
AmSouth Funds the opportunity to realize significant savings and greater
efficiencies. With respect to the fiscal year ended July 31, 1999 and through
the date of engagement, AmSouth Funds did not consult with E&Y on items
regarding; (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the financial statements; or (iii) the subject matter of
any disagreement (as defined in Regulation S-K Item 304(a)(1)(iv)) or reportable
event (as defined in Regulation S-K Item 304(a)(1)(v)) with AmSouth Fund's
former accountant.
AmSouth Funds has provided PWC and E&Y with a copy of the disclosure
included above with respect to the change in accountants, and neither PWC nor
E&Y has indicated that such disclosure is incorrect or incomplete.
43
AUDIT FEES
The aggregate fees billed by E&Y for professional services rendered for
the audit of AmSouth Funds' annual financial statements for the fiscal year
ended July 31, 2001, and the review of the financial statements included in the
Funds' annual reports to shareholders were $240,020. The aggregate fees billed
by E&Y for the fiscal year ended July 31, 2001, for audit services provided to
the Advisor was $70,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
E&Y did not bill any fees for professional services rendered to AmSouth
Funds for information technology services relating to financial information
systems design and implementation for AmSouth Funds' fiscal year ended July 31,
2001. Similarly, E&Y did not bill any fees for professional services rendered to
the Advisor, any investment sub-advisor or any other service provider affiliated
with the Advisor for information technology services relating to financial
information systems design and implementation for the year ended July 31, 2001.
ALL OTHER FEES
The aggregate fees billed to E&Y for the fiscal year ended July 31,
2001, for other services provided to AmSouth Funds was $36,000. E&Y did not bill
any fees for the fiscal year ended July 31, 2001, for other services provided to
the Advisor, any investment sub-advisor, or any other service provider
affiliated with the Advisor.
OTHER MATTERS
No business, other than as set forth above, is expected to come before
the Meeting. Should any other matters requiring a vote of shareholders properly
come before the Meeting, the persons named in the enclosed proxy will vote
thereon in accordance with their best judgment in the interests of AmSouth
Funds.
SOLICITATION OF PROXIES
The solicitation of proxies, the cost of which will be borne by the
Funds and the Advisor, will be made primarily by mail but may also be made by
telephone by Georgeson Shareholder Communications Inc., professional proxy
solicitors, who will be paid fees and expenses of approximately [ ] for
soliciting services. If votes are recorded by telephone, Georgeson Shareholder
Communications Inc. will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that shareholders instructions
have been properly recorded. Shareholders also may vote by mail or through a
secure Internet site. Proxies by telephone or Internet may be revoked at any
44
time before they are voted in the same manner that proxies voted by mail may be
revoked.
AFFILIATED BROKERS
To the extent permitted by applicable rules and regulations, the
Advisor or an investment sub-advisor may execute portfolio transactions on
behalf of the Funds through AmSouth Investment Services and/or Invest/Fidelity
Capital Markets, both of which are affiliates of AmSouth Bank (each, an
"Affiliated Broker"). As required by Rule 17e-1 under the 1940 Act, AmSouth
Funds has adopted procedures which provide that commissions paid to Affiliated
Brokers must be fair and reasonable compared to the commission, fees or other
remuneration paid to other brokers in connection with comparable transactions.
The procedures also provide that the Board will review reports of such
affiliated brokerage transactions in connection with the foregoing standard.
The table below shows the aggregate commissions and the percentage of a
Fund's brokerage commissions paid to Affiliated Brokers for the fiscal year
ended July 31, 2001.
- ------------------------------ ------------------------------- -----------------
NAME OF FUND AGGREGATE COMMISSIONS % OF AGGREGATE
PAID TO AFFILIATED BROKERS COMMISSIONS
- ------------------------------ ------------------------------- -----------------
AmSouth Balanced Fund $20,842 20%
- ------------------------------ ------------------------------- -----------------
AmSouth Value Fund $88,883 8%
- ------------------------------ ------------------------------- -----------------
AmSouth Capital Growth Fund $ 8,568 2%
- ------------------------------ ------------------------------- -----------------
AmSouth Large Cap Fund $ 9,900 5%
- ------------------------------ ------------------------------- -----------------
THE FUNDS' ADVISORS, DISTRIBUTOR, AND ADMINISTRATOR
AmSouth Investment Management Company, LLC ("Advisor") is located at
1901 6th Avenue North, Suite 620, Birmingham, AL 35203. The Advisor is a
wholly-owned subsidiary of AmSouth Bank. The Advisor serves as manager and
investment advisor to AmSouth Funds pursuant to an Investment Advisory
Agreement.
Five Points Capital Advisors, Inc., ("Five Points") 1901 6th Avenue
North, Suite 620, Birmingham, AL 35203, serves as sub-advisor to Value Fund,
Large Cap Fund, Capital Growth Fund and Bond Fund under a Sub-Advisory Agreement
with the Advisor. Five Pointes is a wholly owned subsidiary of AmSouth Bank.
Rockhaven Asset Management, LLC ("Rockhaven"), 100 First Avenue, Suite
8500, Pittsburgh, PA 15222, serves as sub-advisor to the Equity Income Fund
under a Sub-Advisory Agreement with the Advisor. Rockhaven is 50% owned by
AmSouth Bank, the parent company of the Advisor.
Sawgrass Asset Management, Inc. ("Sawgrass"), 1579 The Greens Way,
Jacksonville, FL 32250, serves as sub-advisor to the AmSouth Small Cap Fund
under a Sub-Advisory Agreement with the Advisor. Sawgrass is 27% owned by
AmSouth Bank, the parent company of the Advisor.
OakBrook Investments, LLC, ("OakBrook") 701 Warrenville Road, Suite
335, Lisle, IL 60532, serves as sub-advisor to AmSouth Select Equity Fund and
AmSouth Enhanced Market Fund under a Sub-Advisory Agreement with the Advisor and
is sub-advisor to AmSouth Mid Cap Fund under an Interim Investment Sub-Advisory
Agreement with the Advisor. OakBrook is 50% owned by AmSouth Bank, the parent
company of the Advisor.
Dimensional Fund Advisors Inc., 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401, serves as investment sub-advisor to AmSouth International
Equity Fund under an Interim Investment Sub-advisory Agreement with the Advisor.
BISYS Fund Services, L.P. ("BISYS"), 3435 Stelzer Road, Columbus, Ohio
43219, serves as each Fund's distributor pursuant to underwriting agreements
with each Fund and is compensated for its distribution and shareholder services
pursuant to each Fund's Rule 12b-1 plan.
ASO Services Company ("ASO") serves as administrator to each Fund
pursuant to a Management and Administration Agreement. ASO is a wholly-owned
subsidiary of BISYS, which is a wholly-owned subsidiary of BISYS Group, Inc.
SHAREHOLDER PROPOSALS
As a general matter, AmSouth Funds does not hold regular annual or
other regular meetings of shareholders. Any shareholder who wishes to submit
proposals to be considered at a special meeting of AmSouth Funds' shareholders
45
should send such proposals to AmSouth Funds at 3435 Stelzer Road, Columbus, Ohio
43219. Proposals must be received a reasonable period of time prior to any
meeting to be included in the proxy materials or otherwise to be considered at
the meeting. Moreover, inclusion of such proposals is subject to limitations
under the federal securities laws. Persons named as proxies for any subsequent
shareholders meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
By order of the Board of Trustees,
---------------------------------
Rodney L. Ruehle
---------------------------------
Secretary
AmSouth Funds
Dated: [_______________], 2002
46
APPENDIX A
EXISTING INVESTMENT POLICIES
The existing fundamental policies of each Fund will be found on the following
pages of this appendix:
AMSOUTH VALUE FUND A-2
AMSOUTH SMALL CAP FUND A-3
AMSOUTH EQUITY INCOME FUND A-4
AMSOUTH BALANCED FUND A-5
AMSOUTH SELECT EQUITY FUND A-6
AMSOUTH ENHANCED MARKET FUND A-6
AMSOUTH BOND FUND A-8
AMSOUTH LIMITED TERM BOND FUND A-9
AMSOUTH GOVERNMENT INCOME FUND A-10
AMSOUTH MUNICIPAL BOND FUND A-11
AMSOUTH FLORIDA TAX-EXEMPT FUND A-12
AMSOUTH PRIME MONEY MARKET FUND A-13
AMSOUTH U.S. TREASURY MONEY MARKET FUND A-14
AMSOUTH TAX-EXEMPT MONEY MARKET FUND A-15
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND A-16
AMSOUTH INTERNATIONAL EQUITY FUND A-17
AMSOUTH MID CAP FUND A-17
AMSOUTH LARGE CAP FUND A-18
AMSOUTH CAPITAL GROWTH FUND A-18
AMSOUTH LIMITED TERM U.S. GOVERNMENT FUND A-19
AMSOUTH TENNESSEE TAX-EXEMPT FUND A-19
AMSOUTH LIMITED TERM TENNESSEE TAX-EXEMPT FUND A-20
AMSOUTH TREASURY RESERVE MONEY MARKET FUND A-20
AMSOUTH STRATEGIC PORTFOLIOS: AGGRESSIVE GROWTH PORTFOLIO A-21
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH PORTFOLIO A-21
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH AND INCOME PORTFOLIO A-22
AMSOUTH STRATEGIC PORTFOLIOS: MODERATE GROWTH AND INCOME PORTFOLIO A-22
A-1
AMSOUTH VALUE FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in securities secured by real estate or interests
therein are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately
after such purchase, the fund, does not own in the aggregate (i) more than 3% of
the acquired company's outstanding voting securities, (ii) securities issued by
the acquired company having an aggregate value in excess of 5% of the value of
the total assets of the fund, or (iii) securities issued by the acquired company
and all other investment companies (other than Treasury stock of the fund)
having an aggregate value in excess of 10% of the value of the fund's total
assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-2
AMSOUTH SMALL CAP FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded and investment in real estate
investment trusts are permitted);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately
after such purchase, the fund, does not own in the aggregate (i) more than 3% of
the acquired company's outstanding voting securities, (ii) securities issued by
the acquired company having an aggregate value in excess of 5% of the value of
the total assets of the fund, or (iii) securities issued by the acquired company
and all other investment companies (other than Treasury stock of the fund)
having an aggregate value in excess of 10% of the value of the fund's total
assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-3
AMSOUTH EQUITY INCOME FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in such activities and in securities secured by
real estate or interests therein are not hereby precluded and investment in real
estate investment trusts are permitted);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately
after such purchase, the fund, does not own in the aggregate (i) more than 3% of
the acquired company's outstanding voting securities, (ii) securities issued by
the acquired company having an aggregate value in excess of 5% of the value of
the total assets of the fund, or (iii) securities issued by the acquired company
and all other investment companies having an aggregate value in excess of 10% of
the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-4
AMSOUTH BALANCED FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the Fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the Prime Money
Market Fund and the U.S. Treasury Fund, if, immediately after such purchase, the
fund, does not own in the aggregate (i) more than 3% of the acquired company's
outstanding voting securities, (ii) securities issued by the acquired company
having an aggregate value in excess of 5% of the value of the total assets of
the fund, or (iii) securities issued by the acquired company and all other
investment companies (other than Treasury stock of the fund) having an aggregate
value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-5
AMSOUTH SELECT EQUITY FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded and investment in real estate
investment trusts are permitted);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that fund may purchase securities
of a money market fund, including securities of both the AmSouth Prime Money
Market Fund and the AmSouth U.S. Treasury Fund, if, immediately after such
purchase, the fund, does not own in the aggregate (i) more than 3% of the
acquired company's outstanding voting securities, (ii) securities issued by the
acquired company having an aggregate value in excess of 5% of the value of the
total assets of the fund, or (iii) securities issued by the acquired company and
all other investment companies (other than Treasury stock of the fund) having an
aggregate value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities; and
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation.
AMSOUTH ENHANCED MARKET FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
A-6
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded and investment in real estate
investment trusts are permitted);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately
after such purchase, the fund, does not own in the aggregate (i) more than 3% of
the acquired company's outstanding voting securities, (ii) securities issued by
the acquired company having an aggregate value in excess of 5% of the value of
the total assets of the fund, or (iii) securities issued by the acquired company
and all other investment companies (other than Treasury stock of the fund)
having an aggregate value in excess of 10% of the value of the fund's total
assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-7
AMSOUTH BOND FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments by all of the funds in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately
after such purchase, the fund, does not own in the aggregate (i) more than 3% of
the acquired company's outstanding voting securities, (ii) securities issued by
the acquired company having an aggregate value in excess of 5% of the value of
the total assets of the fund, or (iii) securities issued by the acquired company
and all other investment companies (other than Treasury stock of the fund)
having an aggregate value in excess of 10% of the value of the fund's total
assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-8
AMSOUTH LIMITED TERM BOND FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the Fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately
after such purchase, the fund, does not own in the aggregate (i) more than 3% of
the acquired company's outstanding voting securities, (ii) securities issued by
the acquired company having an aggregate value in excess of 5% of the value of
the total assets of the fund, or (iii) securities issued by the acquired company
and all other investment companies (other than Treasury stock of the fund)
having an aggregate value in excess of 10% of the value of the fund's total
assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-9
AMSOUTH GOVERNMENT INCOME FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of the AmSouth Prime
Money Market Fund and the AmSouth U.S. Treasury Fund, if, immediately after such
purchase, the fund, does not own in the aggregate (i) more than 3% of the
acquired company's outstanding voting securities, (ii) securities issued by the
acquired company having an aggregate value in excess of 5% of the value of the
total assets of the fund, or (iii) securities issued by the acquired company and
all other investment companies (other than Treasury stock of the fund) having an
aggregate value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
A-10
AMSOUTH MUNICIPAL BOND FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of both the AmSouth
Prime Money Market Fund, the AmSouth U.S. Treasury Fund and the AmSouth
Tax-Exempt Money Market Fund, if, immediately after such purchase, the fund,
does not own in the aggregate (i) more than 3% of the acquired company's
outstanding voting securities, (ii) securities issued by the acquired company
having an aggregate value in excess of 5% of the value of the total assets of
the fund, or (iii) securities issued by the acquired company and all other
investment companies (other than Treasury stock of the fund) having an aggregate
value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding;
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment' objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
A-11
9. Invest in private activity bonds where the payment of principal and
interest are the responsibility of a company (including its predecessors) with
less than three years of continuous operation.
AMSOUTH FLORIDA TAX-EXEMPT FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund, including securities of the AmSouth Prime
Money Market Fund, the AmSouth U.S. Treasury Fund and the AmSouth Tax-Exempt
Money Market Fund, and the fund may purchase securities of a money market fund
which invests primarily in high quality short-term obligations exempt from
federal income tax, if, immediately after such purchase, the fund, does not own
in the aggregate (i) more than 3% of the acquired company's outstanding voting
securities, (ii) securities issued by the acquired company having an aggregate
value in excess of 5% of the value of the total assets of the fund, or (iii)
securities issued by the acquired company and all other investment companies
(other than Treasury stock of the fund) having an aggregate value in excess of
10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Invest in private activity bonds where the payment of principal and
interest are the responsibility of a company (including its predecessors) with
less than three years of continuous operation;
8. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
A-12
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding;
9. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
10. Invest in private activity bonds where the payment of principal and
interest are the responsibility of a company (including its predecessors) with
less than three years of continuous operation.
AMSOUTH PRIME MONEY MARKET FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund which invests primarily in high quality
short-term obligations exempt from federal income tax, if, immediately after
such purchase, the fund, does not own in the aggregate (i) more than 3% of the
acquired company's outstanding voting securities, (ii) securities issued by the
acquired company having an aggregate value in excess of 5% of the value of the
total assets of the fund, or (iii) securities issued by the acquired company and
all other investment companies (other than Treasury stock of the fund) having an
aggregate value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
A-13
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
AMSOUTH U.S. TREASURY MONEY MARKET FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts with respect to each fund other than the Small Cap, Enhanced Market
and Select Equity Funds, which may purchase futures contracts), oil, gas or
mineral exploration or development programs, or real estate (although
investments by all of the funds except the U.S. Treasury Fund in marketable
securities of companies engaged in such activities and in securities secured by
real estate or interests therein are not hereby precluded and investment in real
estate investment trusts are permitted for the Growth Fund, the Small Cap Fund,
the Equity Income Fund, the Enhanced Market Fund and the Select Equity Fund);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger. consolidation, reorganization,
or acquisition of assets, if, immediately after such purchase, the fund, does
not own in the aggregate (i) more than 3% of the acquired company's outstanding
voting securities, (ii) securities issued by the acquired company having an
aggregate value in excess of 5% of the value of the total assets of the fund, or
(iii) securities issued by the acquired company and all other investment
companies (other than Treasury stock of the fund) having an aggregate value in
excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
A-14
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment' objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
AMSOUTH TAX-EXEMPT MONEY MARKET FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments by the fund in marketable securities of companies
engaged in such activities and in securities secured by real estate or interests
therein are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund which invests primarily in high quality
short-term obligations exempt from federal income tax, if, immediately after
such purchase, the fund, does not own in the aggregate (i) more than 3% of the
acquired company's outstanding voting securities, (ii) securities issued by the
acquired company having an aggregate value in excess of 5% of the value of the
total assets of the fund, or (iii) securities issued by the acquired company and
all other investment companies (other than Treasury stock of the fund) having an
aggregate value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
A-15
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Invest in private activity bonds where the payment of principal and
interest are the responsibility of a company (including its predecessors) with
less than three years of continuous operation;
8. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
9. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND
THE FUND MAY NOT:
1. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be, deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies;
2. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
3. Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets; PROVIDED, HOWEVER, that the fund may purchase
securities of a money market fund which invests primarily in high quality
short-term obligations exempt from federal income tax, if, immediately after
such purchase, the fund, does not own in the aggregate (i) more than 3% of the
acquired company's outstanding voting securities, (ii) securities issued by the
acquired company having an aggregate value in excess of 5% of the value of the
total assets of the fund, or (iii) securities issued by the acquired company and
all other investment companies (other than Treasury stock of the fund) having an
aggregate value in excess of 10% of the value of the fund's total assets;
4. Invest in any issuer for purposes of exercising control or
management;
A-16
5. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its investment Advisor
owning beneficially more than one-half of 1% of the securities of such issuer
together own beneficially more than 5% of such securities;
6. Invest more than 10% of total assets in the securities of issuers
which together with any predecessors have a record of less than three years of
continuous operation;
7. Borrow money or issue senior securities, except that the fund may
borrow from banks or enter into reverse repurchase agreements for temporary
emergency purposes in amounts up to 10% of the value of its total assets at the
time of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the lesser
of the dollar amounts borrowed or 10% of the value of the fund's total assets at
the time of its borrowing. The fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding; and
8. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
AMSOUTH INTERNATIONAL EQUITY FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH MID CAP FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
A-17
interests therein are not hereby precluded and investment in real estate
investment trusts are permitted);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH LARGE CAP FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded and investment in real estate
investment trusts are permitted);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH CAPITAL GROWTH FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded and investment in real estate
investment trusts are permitted);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
A-18
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH LIMITED TERM U.S. GOVERNMENT FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH TENNESSEE TAX-EXEMPT FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
A-19
AMSOUTH LIMITED TERM TENNESSEE TAX-EXEMPT FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (except the fund
may purchase futures contracts), oil, gas or mineral exploration or development
programs, or real estate (although investments in marketable securities of
companies engaged in such activities and in securities secured by real estate or
interests therein are not hereby precluded).
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements.
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH TREASURY RESERVE MONEY MARKET FUND
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate;
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
A-20
AMSOUTH STRATEGIC PORTFOLIOS: AGGRESSIVE GROWTH PORTFOLIO
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH PORTFOLIO
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
A-21
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH AND INCOME PORTFOLIO
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
AMSOUTH STRATEGIC PORTFOLIOS: MODERATE GROWTH AND INCOME PORTFOLIO
THE FUND MAY NOT:
1. Purchase or sell commodities, commodity contracts (including futures
contracts), oil, gas or mineral exploration or development programs, or real
estate (although investments in marketable securities of companies engaged in
such activities and in securities secured by real estate or interests therein
are not hereby precluded);
2. Make loans, except that the fund may purchase or hold debt
instruments in accordance with its investment objective and policies, may lend
fund securities in accordance with its investment objective and policies, and
may enter into repurchase agreements; and
3. Purchase securities on margin, sell securities short, participate on
a joint or joint and several basis in any securities trading account, or
underwrite the securities of other issuers, except to the extent that the fund
may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities" acquired in accordance with the fund's
investment objectives, restrictions and policies.
A-22
APPENDIX B
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
WITH OAKBROOK INVESTMENTS, LLC
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of the ___ day of ___________, 2002, between AmSouth
Investment Management Company, LLC, a corporation with its principal place of
business in Alabama (herein called the "Investment Adviser") and OakBrook
Investments, LLC, a limited liability corporation with its principal place of
business in Illinois (herein called the "Sub-Adviser").
WHEREAS, the Investment Adviser is the investment adviser to AmSouth
Funds, a Massachusetts business trust (herein called the "Trust"), an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and
WHEREAS, the Investment Adviser wishes to retain the Sub-Adviser to
assist the Investment Adviser in providing investment advisory services in
connection with such portfolios of the Trust as now or hereafter may be
identified on Schedule A hereto as such Schedule may be amended from time to
time with the consent of the parties hereto (each herein called a "Fund").
WHEREAS, the Sub-Adviser is willing to provide such services to the
Investment Adviser upon the terms and conditions and for the compensation set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. APPOINTMENT. The Investment Adviser hereby appoints the Sub-Adviser
its sub-adviser with respect to the Fund and the Sub-Adviser accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Investment Adviser shall provide to the
Sub-Adviser copies of the Trust's most recent prospectus and statement of
additional information (including supplement thereto) which relate to any class
of shares representing interests in the Fund (each such prospectus and statement
of additional information as presently in effect, and as they shall from time to
time be amended and supplemented, is herein respectively called a "Prospectus"
and a "Statement of Additional Information").
3. SUB-ADVISORY SERVICES TO THE FUNDS.
(a) Subject to the supervision of the Investment Adviser, the
Sub-Adviser will provide a continual investment program for such portion, if
any, of the Fund's assets, that is allocated to the Sub-Adviser by the
Investment Adviser from time to time. With respect to such assets, the
Sub-Adviser will (i) provide investment research and credit analysis concerning
the Fund's investments; (ii) place orders for all purchases and sales of the
investments made for the Fund; (iii) maintain the books and records required in
B-1
connection with its duties hereunder; and (iv) keep the Investment Adviser
informed of developments materially affecting the Fund.
(b) The Sub-Adviser will use the same skill and care in providing
such services as it uses in providing services to fiduciary accounts for which
it has investment responsibilities; provided that, notwithstanding this
Paragraph 3(b), the liability of the Sub-Adviser for actions taken and
non-actions with respect to the performance of services under this Agreement
shall be subject to the limitations set forth in Paragraph 11(a) of this
Agreement.
(c) The Sub-Adviser will communicate to the Investment Adviser and
to the Trust's custodian and Fund accountants as instructed by the Investment
Adviser on each day that a purchase or sale of a security is effected for the
Fund (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii)
the name of the broker or dealer, if any, through which the purchase or sale
will be affected, (iv) the CUSIP number of the security, if any, and (v) such
other information as the Investment Adviser may reasonably require for purposes
of fulfilling its obligations to the Trust under the Advisory Agreement.
(d) The Sub-Adviser will provide the services rendered by it
hereunder in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Prospectus and Statement of Additional
Information, and such other guidelines as the Board of Trustees of the Trust
("Board") or the Investment Adviser may establish.
(e) The Sub-Adviser will maintain records of the information set
forth in Paragraph 3(c) hereof with respect to the securities transactions of
the Fund and will furnish the Trust's Board of Trustees with such periodic and
special reports as the Board may reasonably request.
(f) The Sub-Adviser will promptly review all (1) reports of current
security holdings in the Fund, (2) summary reports of transactions and pending
maturities (including the principal, cost and accrued interest on each portfolio
security in maturity date order) and (3) current cash position reports
(including cash available from portfolio sales and maturities and sales of the
Fund's shares less cash needed for redemptions and settlement of portfolio
purchases), all within a reasonable time after receipt thereof from the Trust
and will report any errors or discrepancies in such reports to the Trust or its
designee within three (3) business days after discovery of such discrepancies.
(g) At such times as reasonably requested by the Board or the
Investment Adviser, the Sub-Adviser will provide economic and investment
analysis and reports, and make available to the Board and the Investment Adviser
such economic, statistical, or investment services normally available to similar
investment company clients of the Sub-Adviser.
(h) The Sub-Adviser will make its portfolio managers and other
appropriate personnel available to the Board and the Investment Adviser at
reasonable times to review the Fund's investment policies and to consult with
the Board and the Investment Adviser regarding the investment affairs of the
Fund, including economic and statistical and investment matters relevant to the
Sub-Adviser's duties hereunder, and the portfolio strategies employed.
B-2
(i) The Sub-Adviser will provide the Investment Adviser with
quarterly compliance reports and certifications in the forms requested by the
Investment Adviser.
(j) The Sub-Adviser will provide the Trust with reasonable evidence
that, with respect to its activities on behalf of the Fund, the Sub-Adviser is
maintaining (i) adequate fidelity bond insurance; and (ii) an appropriate Code
of Ethics and related reporting procedures.
4. BROKERAGE. The Sub-Adviser may place orders pursuant to its
investment determinations for the Fund either directly with the issuer or with
any broker or dealer. In placing orders, the Sub-Adviser will consider the
experience and skill of the firm's securities traders, as well as the firm's
financial responsibility and administrative efficiency. The Sub-Adviser will use
its best efforts to obtain the best price and the most favorable execution of
its orders. Consistent with these obligations, the Sub-Adviser may, subject to
the approval of the Board, select brokers on the basis of the research,
statistical and pricing services they provide to the Fund. A commission paid to
such brokers may be higher than that which another qualified broker would have
charged for effecting the same transaction, provided that the Sub-Adviser
determines in good faith that the amount of such commission is reasonable in
relation to the value of the brokerage or research services provided, viewed
either in terms of a particular transaction or the overall responsibility of the
Sub-Adviser to the Fund and its other clients. In no instance will portfolio
securities be purchased from or sold to the Trust's principal distributor, the
Investment Adviser or any affiliate thereof (as the term "affiliate" is defined
in the 1940 Act), except to the extent permitted by Securities and Exchange
Commission exemptive order or by applicable law.
5. COMPLIANCE WITH LAWS; CONFIDENTIALITY; CONFLICTS OF INTEREST.
(a) The Sub-Adviser agrees that it will comply with all applicable
laws, rules and regulations of all federal and state regulatory agencies having
jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein
called the "Rules").
(b) The Sub-Adviser will treat confidentially and as proprietary
information of the Trust all records and information relative to the Trust and
prior, present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
(c) The Sub-Adviser will maintain a policy and practice of
conducting sub-advisory services hereunder independently of the banking
operations of its affiliates. In making investment recommendations for the Fund,
the Sub-Adviser's personnel will not inquire or take into consideration whether
the issuers of securities proposed for purchase or sale for the Fund's account
are bank customers of the Sub-Adviser's affiliates unless so required by
applicable law. In dealing with their bank customers, affiliates of Sub-Adviser
will not inquire or take into consideration whether securities of those
customers are held by the Fund.
B-3
6. CONTROL BY TRUST'S BOARD OF TRUSTEES. Any recommendations concerning
the Fund's investment program proposed by the Sub-Adviser to the Fund and the
Investment Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Fund pursuant thereto, shall at
all times be subject to any applicable directives of the Board of Trustees of
the Trust.
7. SERVICES NOT EXCLUSIVE. The Sub-Adviser's services hereunder are not
deemed to be exclusive, and the Sub-Adviser shall be free to render similar or
dissimilar services to others so long as its services under this Agreement are
not impaired thereby.
8. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, and any other applicable Rule, the Sub-Adviser hereby agrees
that all records which it maintains for the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any such records upon the
Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act and any other applicable Rule, the
records required to be maintained by the Sub-Adviser hereunder pursuant to Rule
31a-1 under the 1940 Act and any other applicable Rule.
9. EXPENSES. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with the performance of its
services under this Agreement other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund. Notwithstanding the
foregoing, the Sub-Adviser shall not bear expenses related to the operation of
the Trust or any Fund including, but not limited to, taxes, interest, brokerage
fees and commissions and any extraordinary expense items.
10. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee computed daily
and paid monthly in arrears on the first business day of each month equal to the
lesser of (i) the fee at the applicable annual rates set forth on Schedule A
hereto or (ii) such fee as may from time to time be agreed upon in writing by
the Investment Adviser and the Sub-Adviser. If the fee payable to the
Sub-Adviser pursuant to this paragraph begins to accrue after the beginning of
any month or if this Agreement terminates before the end of any month, the fee
for the period from such date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating fees, the
value of a Fund's net assets shall be computed in the manner specified in the
Prospectus and the Statement of Additional Information for the computation of
the value of the Fund's net assets in connection with the determination of the
net asset value of the Fund's shares. Payment of said compensation shall be the
sole responsibility of the Investment Adviser and shall in no way be an
obligation of the Fund or of the Trust.
11. LIMITATION OF LIABILITY.
(a) The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment Adviser, the Trust or
the Fund in connection with the matters to which this Agreement relates, except
that Sub-Adviser shall be liable to the Investment Adviser for a loss resulting
B-4
from a breach of fiduciary duty by Sub-Adviser under the 1940 Act and other
Rules with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Sub-Adviser in the performance of its duties or from reckless disregard by it of
its obligations or duties under this Agreement. The Sub-Adviser shall indemnify
and hold harmless the Investment Adviser, the Trust, the Fund, their Trustees,
officers and shareholders, from any and all claims, losses, expenses,
obligations and liabilities (including reasonable attorneys fees) which arise or
result from the Sub-Adviser's willful misfeasance, bad faith or gross negligence
in the performance of its duties or from the Sub-Adviser's reckless disregard of
its obligations or duties under this Agreement. In no case shall the Sub-Adviser
be liable for actions taken or non-actions with respect to the performance of
services under this Agreement based upon specific information, instructions or
requests given or made to the Sub-Adviser by the Investment Adviser.
(b) The Investment Adviser shall be responsible at all times for
supervising the Sub-Adviser, and this Agreement does not in any way limit the
duties and responsibilities that the Investment Adviser has agreed to under the
Advisory Agreement.
12. DURATION AND TERMINATION. This Agreement shall become effective as
of the date hereof provided that it shall have been approved (a) by a vote of a
majority of the members of the Board who are not parties to this Agreement or
interested persons of the Trust, the Investment Adviser or the Sub-Adviser
("Independent Trustees"), cast in person at a meeting called for the purposes of
voting on such approval; and (b) by a vote of a majority of the outstanding
voting securities of the Fund. Unless sooner terminated as provided herein, this
Agreement shall continue with respect to the Fund until [ ]. Thereafter, if not
terminated, this Agreement shall continue in effect for successive 12-month
periods ending on [ ] of each year, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board or by vote of a majority of the outstanding
voting securities of the Fund; PROVIDED, HOWEVER, that this Agreement may be
terminated with respect to the Fund (i) by the Trust at any time without the
payment of any penalty by the Board, (ii) by vote of a majority of the
outstanding voting securities of the Fund, (iii) by the Investment Adviser on 60
days written notice to the Sub-Adviser or (iv) by the Sub-Adviser on 60 days
written notice to the Investment Adviser.
Any notice of termination served on the Sub-Adviser by the Trust or the
Investment Adviser shall be without prejudice to the obligation of the
Sub-Adviser to complete transactions already initiated or acted upon with
respect to the Fund. This Agreement will also immediately terminate in the event
of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities", "interested person" and "assignment" shall have
the same meaning as such terms have in the 1940 Act.)
13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
14. NOTIFICATION OF INVESTMENT ADVISER. The Sub-Adviser will promptly
notify the Investment Adviser in writing of the occurrence of any of the
following events: (a) the Sub-Adviser shall fail to be registered as an
B-5
investment adviser under the Investment Advisers Act of 1940, as amended; (b)
the Sub-Adviser shall have been served or otherwise have notice of any action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Fund or the Trust;
or (c) any other occurrence that reasonably could have a material adverse impact
on the ability of the Sub-Adviser to provide the services provided for in this
Agreement.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.
16. PRIVACY POLICY. The Sub-Adviser acknowledges that nonpublic
customer information (as defined in Regulation S-P, including any amendments
thereto) of customers of the Fund received from the Investment Adviser is
subject to the limitations on redisclosure and reuse set forth in Section 248.11
of Regulation S-P, and agrees that such information: (i) shall not be disclosed
to any third party for any purpose without the written consent of the Investment
Adviser unless permitted by exceptions set forth in Sections 248.14 or 248.15 of
Regulation S-P; and (ii) shall be safeguarded pursuant to procedures adopted
under Section 248.30 of Regulation S-P if so required.
17. ANTI-MONEY LAUNDERING COMPLIANCE. The Sub-Adviser acknowledges
that, in compliance with the Bank Secrecy Act, as amended, and implementing
regulations ("BSA"), the Trust has adopted an Anti-Money Laundering Policy. The
Sub-Adviser agrees to comply with the Trust's Anti-Money Laundering Policy and
the BSA, as the same may apply to the Sub-Adviser, now or in the future. The
Sub-Adviser further agrees to provide to the Trust such reports, certifications
and contractual assurances as may be requested by the Trust or the Investment
Adviser.
18. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any provisions
hereof or otherwise affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be effected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties herein and their respective successors and shall be governed by Alabama
law.
The names "AmSouth Funds" and "Trustees of AmSouth Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended and
Restated Agreement and Declaration of Trust dated as of November 23, 1999 to
which reference is hereby made and a copy of which is on file at the office of
the Secretary of State of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "AmSouth Funds" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any series of shares of
the Trust must look solely to the assets of the Trust belonging to such series
for the enforcement of any claims against the Trust.
B-6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
(SEAL) AMSOUTH INVESTMENT MANAGEMENT COMPANY, LLC
By:
--------------------------------------------
Title:
-----------------------------------------
(SEAL) OAKBROOK INVESTMENTS, LLC
By:
--------------------------------------------
Title:
-----------------------------------------
B-7
Dated:
----------------------
SCHEDULE A
To Sub-Advisory Agreement
dated as of _____________
between AmSouth Investment Management Company, LLC
and OakBrook Investments, LLC
NAME OF FUND ANNUAL FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
-----------------------------
AmSouth Mid Cap Fund 0.30% on the first $50 million of average
aggregate daily net assets and 0.20%
on assets in excess of $50 million
Consented to by:
Date: _______________ AMSOUTH INVESTMENT MANAGEMENT COMPANY, LLC
By:
----------------------------------------------
Date: _______________ OAKBROOK INVESTMENTS, LLC
By:
----------------------------------------------
B-8
APPENDIX C
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
WITH DIMENSIONAL FUND ADVISORS INC.
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of the ___ day of ___________, 2002, between AmSouth
Investment Management Company, LLC, a corporation with its principal place of
business in Alabama (herein called the "Investment Adviser") and Dimensional
Fund Advisors Inc., a corporation with its principal place of business in
California (herein called the "Sub-Adviser").
WHEREAS, the Investment Adviser is the investment adviser to AmSouth
Funds, a Massachusetts business trust (herein called the "Trust"), an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and
WHEREAS, the Investment Adviser wishes to retain the Sub-Adviser to
assist the Investment Adviser in providing investment advisory services in
connection with such portfolios of the Trust as now or hereafter may be
identified on Schedule A hereto as such Schedule may be amended from time to
time with the consent of the parties hereto (each herein called a "Fund").
WHEREAS, the Sub-Adviser is willing to provide such services to the
Investment Adviser upon the terms and conditions and for the compensation set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. APPOINTMENT. The Investment Adviser hereby appoints the Sub-Adviser
its sub-adviser with respect to the Fund and the Sub-Adviser accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided. In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor and except as otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust, the Fund or the Investment Adviser
in any way or otherwise be deemed to be an agent of the Trust, the Fund or the
Investment Adviser.
2. DELIVERY OF DOCUMENTS. The Investment Adviser shall furnish to the
Sub-Adviser copies of the following documents:
(a) The Declaration of Trust of the Trust as in effect on the date
hereof;
(b) The By-laws of the Trust as in effect on the date hereof;
(c) The resolutions of the Board approving the engagement of the
Sub-Adviser as sub-adviser for the Fund and approving the form of this
Agreement;
C-1
(d) The resolutions of the Board selecting the Investment Adviser as
investment adviser to the Fund and approving the form of the Investment Advisory
Agreement with the Trust, on behalf of the Fund;
(e) The Investment Advisory Agreement with the Trust, on behalf of
the Fund;
(f) Current copies of the registration statement, Prospectus and
Statement of Additional Information of the Trust relating to the Fund;
(g) Resolutions, policies and procedures adopted by the Board in
respect of the management or operation of the Fund; and
(h) A list of affiliated brokers and underwriters and other
affiliates for compliance with applicable provisions of the Investment Company
Act.
The Investment Adviser shall furnish the Sub-Adviser from time to
time with copies, properly certified or otherwise authenticated, of all
amendments of or supplements to the foregoing, if any. Such amendments or
supplements as to Items (a) through (h) above shall be provided within 30 days
of the times such materials became available to the Investment Adviser and,
until so provided, the Sub-Adviser may continue to rely on those documents
previously provided. With respect to Items (g) and (h) above, the Sub-Adviser
shall have a reasonable amount of time, giving due consideration to the nature
of the information so provided, to process such information before it becomes
effective as to the Sub-Adviser.
3. SUB-ADVISORY SERVICES TO THE FUNDS.
(a) Subject to the supervision of the Investment Adviser, the
Sub-Adviser will provide a continual investment program for such portion, if
any, of the Fund's assets, that is allocated to the Sub-Adviser by the
Investment Adviser from time to time. With respect to such assets, the
Sub-Adviser will: (i) make investment decisions with respect to the investment
and re-investment of the Fund's assets; (ii) place orders for all purchases and
sales of the investments made for the Fund; (iii) maintain the books and records
required in connection with its duties hereunder; and (iv) keep the Investment
Adviser informed of developments materially affecting the Fund. The Investment
Adviser shall retain direct portfolio management responsibility with respect to
any assets of the Fund which are not allocated by it to the portfolio management
of the Sub-Adviser.
(b) The Sub-Adviser will use the same skill and care in providing
such services as it uses in providing services to fiduciary accounts for which
it has investment responsibilities; provided that, notwithstanding this
Paragraph 3(b), the liability of the Sub-Adviser for actions taken and
non-actions with respect to the performance of services under this Agreement
shall be subject to the limitations set forth in Paragraph 11(a) of this
Agreement.
(c) The Sub-Adviser will communicate to the Trust's custodian and
Fund accountants as instructed by the Investment Adviser on each day that a
purchase or sale of a security is effected for the Fund (i) the name of the
issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or
dealer, if any, through which the purchase or sale will be affected, (iv) the
C-2
CUSIP or SEDOL number of the security, if any, and (v) such other information as
the Investment Adviser may reasonably require for purposes of fulfilling its
obligations to the Trust under the Advisory Agreement.
(d) The Sub-Adviser will provide the services rendered by it
hereunder in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Prospectus and Statement of Additional
Information, and such other guidelines as the Board of Trustees of the Trust
("Board") may establish and which are provided to the Sub-Adviser in accordance
with Section 2 of this Agreement.
(e) The Sub-Adviser will maintain records of the information set
forth in Paragraph 3(c) hereof with respect to the securities transactions of
the Fund and will furnish the Trust's Board of Trustees with such periodic and
special reports as the Board may reasonably request.
(f) After each month-end, the Sub-Adviser will promptly review all
(1) reports of current security holdings in the Fund, (2) summary reports of
transactions and pending maturities (including the principal, cost and accrued
interest on each portfolio security in maturity date order) and (3) current cash
position reports (including cash available from portfolio sales and maturities
and sales of the Fund's shares less cash needed for redemptions and settlement
of portfolio purchases), all within a reasonable time after receipt thereof from
the Trust and will report any errors or discrepancies in such reports to the
Trust or its designee within three (3) business days after discovery of such
discrepancies.
(g) At such times as reasonably requested by the Board or the
Investment Adviser, the Sub-Adviser will provide economic and investment
analysis and reports, and make available to the Board and the Investment Adviser
such economic, statistical, or investment services normally available to similar
investment company clients of the Sub-Adviser.
(h) The Sub-Adviser will make its portfolio managers and other
appropriate personnel available to the Board and the Investment Adviser at
reasonable times to review the Fund's investment policies and to consult with
the Board and the Investment Adviser regarding the investment affairs of the
Fund, including economic and statistical and investment matters relevant to the
Sub-Adviser's duties hereunder, and the portfolio strategies employed.
(i) The Sub-Adviser will provide the Investment Adviser with
quarterly compliance reports and certifications in the forms reasonably
requested by the Investment Adviser.
(j) The Sub-Adviser will provide the Trust with reasonable evidence
that, with respect to its activities on behalf of the Fund, the Sub-Adviser is
maintaining (i) adequate fidelity bond insurance; and (ii) an appropriate Code
of Ethics and related reporting procedures.
4. BROKERAGE. The Sub-Adviser may place orders pursuant to its
investment determinations for the Fund either directly with the issuer or with
any broker or dealer. In placing orders, the Sub-Adviser will consider the
factors it deems relevant, including, as applicable, the experience and skill of
the firm's securities traders, as well as the firm's financial responsibility
and administrative efficiency. The Sub-Adviser will use its best efforts to
obtain the best price and the most favorable execution of its orders. Consistent
C-3
with these obligations, and in selecting a broker to execute a particular
transaction, the Sub-Adviser may consider the brokerage and research services
provided to the Fund and other accounts over which the Sub-Adviser exercises
investment discretion. A commission paid to such brokers may be higher than that
which another qualified broker would have charged for effecting the same
transaction, provided that the Sub-Adviser determines in good faith that the
amount of such commission is reasonable in relation to the value of the
brokerage or research services provided, viewed either in terms of a particular
transaction or the overall responsibility of the Sub-Adviser to the Fund and its
other clients. Compensation received by the Sub-Adviser pursuant to this
Agreement shall not be reduced by any benefits received by the Sub-Adviser
pursuant to this section. The Sub-Adviser may direct brokerage to whomever it
deems appropriate consistent with the foregoing. In no instance will portfolio
securities be purchased from or sold to the Trust's principal distributor, the
Investment Adviser or any affiliate thereof (as the term "affiliate" is defined
in the 1940 Act), except to the extent permitted by Securities and Exchange
Commission ("SEC") exemptive order or by applicable law.
5. COMPLIANCE WITH LAWS; CONFIDENTIALITY; CONFLICTS OF INTEREST.
(a) The Sub-Adviser agrees that it will comply with all applicable
laws, rules and regulations of all federal and state regulatory agencies having
jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein
called the "Rules").
(b) The Sub-Adviser will treat confidentially and as proprietary
information of the Trust all records and information relative to the Trust and
prior, present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except (i) after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply; (ii) after notification to the Investment
Adviser or Trust, in response to regulatory inspection requests or other
regulatory inquiries or (iii) when so requested by the Investment Adviser or the
Trust.
(c) It is understood that any non-public information or non-public
recommendation supplied by the Sub-Adviser in connection with the performance of
its obligations hereunder is to be regarded as confidential and for use only by
the Investment Adviser, Trust or such persons as the Investment Adviser may
designate in connection with the business of the Fund.
6. CONTROL BY TRUST'S BOARD OF TRUSTEES. Any recommendations concerning
the Fund's investment program proposed by the Sub-Adviser to the Fund and the
Investment Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Fund pursuant thereto shall at
all times be subject to any applicable directives of the Board of Trustees of
the Trust.
7. SERVICES NOT EXCLUSIVE. The Sub-Adviser's services hereunder are not
deemed to be exclusive, and the Sub-Adviser shall be free to render similar or
dissimilar services to others. The Investment Adviser understands, and has
C-4
advised the Trust's Board of Trustees, that the Sub-Adviser now acts, and may in
the future act, as an investment adviser to fiduciary and other managed
accounts, and as investment adviser, sub-investment adviser, and/or
administrator to other investment companies. The Investment Adviser has no
objection to the Sub-Adviser's acting in such capacities, provided that whenever
the purchase or sale of securities or other investments of the same issuer may
be deemed by the Sub-Adviser to be suitable for two or more Funds, investment
companies or accounts managed by the Sub-Adviser, the available securities or
investments will be allocated in a manner believed by the Sub-Adviser to be
equitable to each of them. It is recognized and acknowledged by the Investment
Adviser that in some cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained for or disposed of by
the Fund. In addition, the Investment Adviser understands, and has advised the
Trust's Board of Trustees, that the persons employed by the Sub-Adviser to
assist in the Sub-Adviser's duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement will be deemed
to limit or restrict the right of the Sub-Adviser or any of its affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
8. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, and any other applicable Rule, the Sub-Adviser hereby agrees
that all records which it maintains for the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any such records upon the
Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act and any other applicable Rule, the
records required to be maintained by the Sub-Adviser hereunder pursuant to Rule
31a-1 under the 1940 Act and any other applicable Rule.
9. EXPENSES. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with the performance of its
services under this Agreement other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund. Notwithstanding the
foregoing, the Sub-Adviser shall not bear expenses related to the operation of
the Trust or any Fund including, but not limited to, taxes, interest, brokerage
fees and commissions and any extraordinary expense items.
10. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee computed daily
and paid monthly in arrears on the first business day of each month equal to the
lesser of (i) the fee at the applicable annual rates set forth on Schedule A
hereto or (ii) such fee as may from time to time be agreed upon in writing by
the Investment Adviser and the Sub-Adviser. If the fee payable to the
Sub-Adviser pursuant to this paragraph begins to accrue after the beginning of
any month or if this Agreement terminates before the end of any month, the fee
for the period from such date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating fees, the
value of a Fund's net assets shall be computed in the manner specified in the
Prospectus and the Statement of Additional Information for the computation of
the value of the Fund's net assets in connection with the determination of the
net asset value of the Fund's shares. Payment of said compensation shall be the
C-5
sole responsibility of the Investment Adviser and shall in no way be an
obligation of the Fund or of the Trust.
11. LIMITATION OF LIABILITY.
(a) The Sub-Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Investment Adviser, the Trust
or the Fund in connection with the matters to which this Agreement relates,
except that Sub-Adviser shall be liable to the Investment Adviser for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Sub-Adviser in the performance of its duties or from reckless disregard by it of
its obligations or duties under this Agreement. In no case shall the Sub-Adviser
be liable for actions taken or non-actions with respect to the performance of
services under this Agreement based upon specific information, instructions or
requests given or made to the Sub-Adviser by the Investment Adviser.
(b) The Investment Adviser shall be responsible at all times for
supervising the Sub-Adviser, and this Agreement does not in any way limit the
duties and responsibilities that the Investment Adviser has agreed to under the
Advisory Agreement.
12. DURATION AND TERMINATION. This Agreement shall become effective as
of the date hereof provided that it shall have been approved (a) by a vote of a
majority of the members of the Board who are not parties to this Agreement or
interested persons of the Trust, the Investment Adviser or the Sub-Adviser
("Independent Trustees"), cast in person at a meeting called for the purposes of
voting on such approval; and (b) by a vote of a majority of the outstanding
voting securities of the Fund. Unless sooner terminated as provided herein, this
Agreement shall continue with respect to the Fund until [ ]. Thereafter, if not
terminated, this Agreement shall continue in effect for successive 12-month
periods ending on [ ] of each year, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board or by vote of a majority of the outstanding
voting securities of the Fund; PROVIDED, HOWEVER, that this Agreement may be
terminated with respect to the Fund (i) by the Trust at any time without the
payment of any penalty by the Board, (ii) by vote of a majority of the
outstanding voting securities of the Fund, (iii) by the Investment Adviser on 60
days written notice to the Sub-Adviser or (iv) by the Sub-Adviser on 60 days
written notice to the Investment Adviser. Any notice of termination served on
the Sub-Adviser by the Trust or the Investment Adviser shall be without
prejudice to the obligation of the Sub-Adviser to complete transactions already
initiated or acted upon with respect to the Fund. This Agreement will also
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
14. NOTIFICATION OF INVESTMENT ADVISER. The Sub-Adviser will promptly
notify the Investment Adviser in writing of the occurrence of any of the
following events: (a) the Sub-Adviser shall fail to be registered as an
C-6
investment adviser under the Investment Advisers Act of 1940, as amended; (b)
the Sub-Adviser shall have been served or otherwise have notice of any action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Fund or the Trust;
or (c) any other occurrence that reasonably could have a material adverse impact
on the ability of the Sub-Adviser to provide the services provided for in this
Agreement.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.
16. PRIVACY POLICY. The Sub-Adviser acknowledges that nonpublic
customer information (as defined in Regulation S-P, including any amendments
thereto) of customers of the Fund received from the Investment Adviser is
subject to the limitations on redisclosure and reuse set forth in Section 248.11
of Regulation S-P, and agrees that such information: (i) shall not be disclosed
to any third party for any purpose without the written consent of the Investment
Adviser unless permitted by exceptions set forth in Sections 248.14 or 248.15 of
Regulation S-P; and (ii) shall be safeguarded pursuant to procedures adopted
under Section 248.30 of Regulation S-P if so required.
17. REFERENCES TO THE INVESTMENT ADVISER AND SUB-ADVISER. During the
term of this Agreement, each party agrees to furnish to the other party at its
principal office all prospectuses, proxy statements, reports to stockholders,
sales literature or other material prepared for distribution to sales personnel,
shareholders of the Trust or the public, which refer to the other party or its
clients in any way, prior to use thereof and not to use such material if the
other party reasonably objects in writing five business days (or such other time
as may be mutually agreed upon) after receipt thereof. Sales literature may be
furnished to the other party by first-class or overnight mail, facsimile
transmission equipment or hand delivery.
18. CLIENT SUITABILITY. The Investment Adviser understands and agrees
that the Sub-Adviser, as part of its duties hereunder, is not responsible for
determining whether or not the Fund is suitable and appropriate investments for
the clients who invest in such.
19. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any provisions
hereof or otherwise affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be effected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties herein and their respective successors and shall be governed by
Massachusetts law.
The names "AmSouth Funds" and "Trustees of AmSouth Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended and
Restated Agreement and Declaration of Trust dated as of November 23, 1999 to
which reference is hereby made and a copy of which is on file at the office of
the Secretary of State of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "AmSouth Funds" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
C-7
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any series of shares of
the Trust must look solely to the assets of the Trust belonging to such series
for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
(SEAL) AMSOUTH INVESTMENT MANAGEMENT COMPANY, LLC
By:
----------------------------------------------------
Title:
-------------------------------------------------
(SEAL) DIMENSIONAL FUND ADVISORS INC.
By:
----------------------------------------------------
Title:
-------------------------------------------------
C-8
Dated:
----------------------
SCHEDULE A
To Sub-Advisory Agreement
dated as of _____________
between AmSouth Investment Management Company, LLC
and Dimensional Fund Advisors Inc.
NAME OF FUND ANNUAL FEE AS A PERCENTAGE OF
- ------------ AVERAGE DAILY NET ASSETS
------------------------------
AmSouth International Equity Fund 0.40% on the first $40 million of
average aggregate daily net assets
and 0.20% on assets in excess of $40
million
Consented to by:
Date: _______________ AMSOUTH INVESTMENT MANAGEMENT COMPANY, LLC
By:
-----------------------------------------------
Date: _______________ DIMENSIONAL FUND ADVISORS INC.
By:
-----------------------------------------------
C-9
APPENDIX D
FORM OF AMENDED INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of May 12, 2001 between AMSOUTH FUNDS, a
Massachusetts business trust (herein called the "Trust"), and AMSOUTH INVESTMENT
MANAGEMENT COMPANY LLC, an Alabama corporation, (herein called the "Investment
Advisor").
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Investment Advisor to furnish
investment advisory services to certain investment portfolios of the Trust (the
"Funds") and the Investment Advisor represents that it is willing and possesses
legal authority to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints the Investment Advisor to act
as investment advisor to the Funds identified on Schedule A hereto for the
period and on the terms set forth in this Agreement. The Investment Advisor
accepts such appointment and agrees to furnish the services herein set forth for
the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Investment
Advisor with copies properly certified or authenticated of each of the
following:
(a) the Trust's Declaration of Trust, as executed on October 1,
1987 and as filed with the Secretary of State of The Commonwealth of
Massachusetts on October 2, 1987, and all amendments thereto or restatements
thereof (such Declaration, as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Declaration of Trust");
(b) the Trust's By-laws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Investment Advisor and approving this Agreement;
(d) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission on May 4, 1988 and
all amendments thereto;
(e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act"), (File No. 33-21660) and under
the 1940 Act as filed with the Securities and Exchange Commission and all
amendments thereto; and
(f) the Funds' most recent prospectuses and Statement of Additional
Information (such prospectus and Statement of Additional Information, as
presently in effect, and all amendments and supplements thereto are herein
collectively called the "Prospectus").
D-1
The Trust will furnish the Investment Advisor from time to time with
copies of all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject to the supervision of the Trust's Board of
Trustees, the Investment Advisor will provide a continuous investment program
for each Fund, including investment research and management with respect to all
securities and investments and cash equivalents in said Funds. The Investment
Advisor will determine from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to the Funds. The
Investment Advisor will provide the services under this Agreement in accordance
with each Fund's investment objective, policies, and restrictions as stated in
the Prospectus and resolutions of the Trust's Board of Trustees. The Investment
Advisor further agrees that it:
(a) will use the same skill and care in providing such services as
it uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and in addition will conduct its activities
under this Agreement in accordance with any applicable regulations of any
governmental authority pertaining to the investment advisory activities of the
Investment Advisor;
(c) will not make loans to any person to purchase or carry units of
beneficial interest in the Trust or make loans to the Trust;
(d) will place orders pursuant to its investment determinations for
the Trust either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Investment Advisor will attempt to
obtain prompt execution of orders in an effective manner at the most favorable
price. Consistent with this obligation, when the execution and price offered by
two or more brokers or dealers are comparable, the Investment Advisor may, in
its discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Investment Advisor with research advice and other
services. In no instance will portfolio securities be purchased from or sold to
BISYS Fund Services, Inc., AmSouth Investment Management Company, or any
affiliated person of either the Trust, BISYS Fund Services, Inc. or AmSouth
Investment Management Company;
(e) will maintain all books and records with respect to the Trust's
securities transactions and will furnish the Trust's Board of Trustees such
periodic and special reports as the Board may request;
(f) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present, or potential interestholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Investment Advisor may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust;
and
D-2
(g) will maintain its policy and practice of conducting its
fiduciary functions independently. In making investment recommendations for the
Trust, the Investment Advisor's personnel will not inquire or take into
consideration whether the issuers of securities proposed for purchase or sale
for the Trust's account are customers of the Investment Advisor or of its parent
or its subsidiaries or affiliates. In dealing with such customers, the
Investment Advisor and its parent, subsidiaries, and affiliates will not inquire
or take into consideration whether securities of those customers are held by the
Trust.
4. SERVICES NOT EXCLUSIVE. The investment management services furnished
by the Investment Advisor hereunder are not to be deemed exclusive, and the
Investment Advisor shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Advisor hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
6. EXPENSES. During the term of this Agreement, the Investment Advisor
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Trust.
7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Investment Advisor
and the Investment Advisor will accept as full compensation therefor a fee
computed daily and paid monthly at the applicable annual rate set forth on
Schedule A hereto. Each Fund's obligation to pay the above-described fee to the
Investment Advisor will begin as of the date of the initial public sale of
shares in that Fund.
If in any fiscal year the aggregate expenses of any of the Funds (as
defined under the securities regulations of any state having jurisdiction over
the Trust) exceed the expense limitations of any such state, the Investment
Advisor will reimburse the Fund for a portion of such excess expenses equal to
such excess times the ratio of the fees otherwise payable by the Fund to the
Investment Advisor hereunder to the aggregate fees otherwise payable by the Fund
to the Investment Advisor hereunder and to BISYS Fund Services, Inc. under the
Administration Agreement between BISYS Fund Services, Inc. and the Trust. The
obligation of the Investment Advisor to reimburse the Funds hereunder is limited
in any fiscal year to the amount of its fee hereunder for such fiscal year,
PROVIDED, HOWEVER, that notwithstanding the foregoing, the Investment Advisor
shall reimburse the Funds for such proportion of such excess expenses regardless
of the amount of fees paid to it during such fiscal year to the extent that the
securities regulations of any state having jurisdiction over the Trust so
require. Such expense reimbursement, if any, will be estimated daily and
reconciled and paid on a monthly basis.
8. LIMITATION OF LIABILITY. The Investment Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Funds in connection with the performance of this Agreement, except a loss
D-3
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Advisor in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. DURATION AND TERMINATION. This Agreement will become effective as to
a particular Fund as of the date first written above, provided that it shall
have been approved by vote of a majority of the outstanding voting securities of
such Fund, in accordance with the requirements under the 1940 Act. Unless sooner
terminated, this Agreement shall continue in effect until January 31, 2002 and
thereafter shall continue in effect for successive periods of one year each
ending on January 31st of each year, PROVIDED such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of all votes attributable
to the outstanding Shares of such Fund. Notwithstanding the foregoing, this
Agreement may be terminated at any time on sixty days' written notice, without
the payment of any penalty, by the Trust (by vote of the Trust's Board of
Trustees or by vote of a majority of the outstanding voting securities of such
Fund) or by the Investment Advisor. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested persons" and "assignment" shall
have the same meaning of such terms in the 1940 Act.)
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
11. DELEGATION OF THE INVESTMENT ADVISOR'S DUTIES AS INVESTMENT
ADVISOR. Any of the foregoing Investment Advisor's duties specified in
Paragraphs 1 and 3 of this Agreement as investment advisor to any or all Series
may be delegated by the Investment Advisor, at the Investment Advisor's expense,
to another appropriate party (including an affiliated party), provided that such
party is bound by all the corresponding duties and conditions to which the
Investment Advisor is subject by Paragraphs 1, 2 and 3 of this Agreement and
further provided that any agreement between the Investment Advisor and such
party meets all requirements of the 1940 Act and rules thereunder. Furthermore,
to the extent consistent with the regulations and orders of the Securities and
Exchange Commission, the appointment and engagement of any sub-advisor and
delegation to it of duties hereunder by the Investment Advisor shall be subject
only to the approval of the Board of Trustees. The Investment Advisor shall
oversee the performance of delegated functions by any such party and shall
furnish to the Trust with quarterly evaluations and analyses concerning the
performance of delegated responsibilities by those parties.
12. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
D-4
governed by the law of The Commonwealth of Massachusetts.
The names "AmSouth Funds" and "Trustees of AmSouth Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of October 1, 1987 to which reference is hereby made and a copy
of which is on file at the office of the Secretary of State of The Commonwealth
of Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "AmSouth Funds" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, interestholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any Fund must look solely to the assets of the Trust belonging to such Fund for
the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
AMSOUTH FUNDS
Seal By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
AMSOUTH INVESTMENT
MANAGEMENT COMPANY, LLC
Seal By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
D-5
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
DATED AS OF MAY 12, 2001 BETWEEN
AMSOUTH FUNDS AND
AMSOUTH INVESTMENT MANAGEMENT COMPANY
NAME OF FUND
AmSouth Funds Annual rate of forty one-hundredths of one percent (.40%) of AmSouth Funds
Prime Money Market Fund Prime Money Market Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Value Fund Value Fund's average daily net assets.
AmSouth Funds Annual rate of forty one-hundredths of one percent (.40%) of AmSouth Funds
U.S. Treasury Money Market Fund U.S. Treasury Fund's average daily net assets.
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of AmSouth Funds
Tax-Exempt Money Market Fund Tax-Exempt Money Market Fund's average daily net assets.
AmSouth Funds Annual rate of fifty one-hundredths of one percent (.50%) of AmSouth Funds
Bond Fund Bond Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Balanced Fund Balanced Fund's average daily net assets.
AmSouth Funds Annual rate of forty one-hundredths of one percent (.40%) of AmSouth Funds
Municipal Bond Fund Municipal Bond Fund's average daily net assets.
AmSouth Funds Annual rate of thirty one-hundredths of one percent (.30%) of AmSouth Funds
Government Income Fund Government Income Fund's average daily net assets.
AmSouth Funds Annual rate of thirty one-hundredths of one percent (.30%) of AmSouth Funds
Florida Tax-Exempt Fund Florida Tax-Exempt Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Growth Fund Growth Fund average daily net assets.
AmSouth Funds Annual rate of one hundred twenty one-hundredths of one percent (1.20%) of
Small Cap Fund AmSouth Funds Small Cap Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Equity Income Fund Equity Income Fund's average daily net assets.
D-6
NAME OF FUND
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of the AmSouth
Institutional Prime Obligations Fund Funds Institutional Prime Obligations Fund.
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of the AmSouth
Institutional U.S. Treasury Money Funds Institutional U.S. Treasury Money Market Fund.
Market Fund
AmSouth Funds Annual rate of forty-five one-hundredths of one percent (.45%) of AmSouth
Enhanced Market Fund Funds Enhanced Market Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Select Equity Fund Select Equity Fund's average daily net assets.
AmSouth Funds Annual rate of one hundred twenty-five one-hundredths of one percent
International Equity Fund (1.25%) of AmSouth Funds International Equity Fund's average daily net
assets.
AmSouth Funds Annual rate of one hundred one hundredths of one percent (1.00%) of AmSouth
Mid Cap Fund Funds Mid-Cap Equity Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Capital Growth Fund Capital Growth Fund's average daily net assets.
AmSouth Funds Annual rate of eighty one-hundredths of one percent (.80%) of AmSouth Funds
Large Cap Large Cap Fund's average daily net assets.
AmSouth Funds Annual rate of sixty-five one-hundredths of one percent (.65%) of AmSouth
Limited Term U.S. Government Fund Funds Limited Term U.S. Government Fund's average daily net assets.
AmSouth Funds Annual rate of sixty-five one-hundredths of one percent (.65%) of AmSouth
Tennessee Tax-Exempt Fund Funds Tennessee Tax-Exempt Fund's average daily net assets.
AmSouth Funds Annual rate of sixty-five one-hundredths of one percent (.65%) of AmSouth
Limited Term Bond Fund Funds Limited Term Bond Fund's average daily net assets.
D-7
NAME OF FUND
AmSouth Funds Annual rate of sixty-five one-hundredths of one percent (.65%) of AmSouth
Limited Term Tennessee Tax-Exempt Fund Funds Limited Term Tennessee Tax-Exempt Fund's average daily net assets.
AmSouth Funds Annual rate of forty one-hundredths of one percent (.40%) of AmSouth Funds
Treasury Reserve Money Market Fund U.S. Treasury Money Market Fund's average daily net assets.
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of AmSouth Funds
Strategic Portfolios: Aggressive Strategic Portfolios: Aggressive Growth Portfolio's average daily net
Growth Portfolio assets.
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of AmSouth Funds
Strategic Portfolios: Growth Portfolio Strategic Portfolios: Growth Portfolio's average daily net assets.
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of AmSouth Funds
Strategic Portfolios: Growth and Strategic Portfolios: Growth and Income Portfolio's average daily net
Income Portfolio assets.
AmSouth Funds Annual rate of twenty one-hundredths of one percent (.20%) of AmSouth Funds
Strategic Portfolios: Moderate Growth Strategic Portfolios: Moderate Growth and Income Portfolio's average daily
and Income Portfolio net assets.
AMSOUTH INVESTMENT AMSOUTH FUNDS
MANAGEMENT COMPANY, LLC
By: By:
-------------------------- ------------------------------
Name: Name:
-------------------------- ------------------------------
Title: Title:
-------------------------- ------------------------------
D-8
APPENDIX E
MORE INFORMATION ABOUT THE ADVISOR
The Advisor serves as the Funds' investment advisor. The Advisor is
a wholly-owned asset management subsidiary of AmSouth Bank, a wholly-owned
subsidiary of AmSouth Bancorporation, a diversified organization, with
operations in many areas of the financial services industry. The principal
business offices of the Advisor are located at 1901 Sixth Avenue North, Suite
620, Birmingham, AL 35203. The principal business offices of AmSouth Bank and
AmSouth Bancorporation are located at AmSouth Center, 1900 Fifth Avenue North,
Birmingham, AL 35203. As of June 30, 2002, the Advisor served as investment
advisor to twenty-seven investment portfolios of AmSouth Funds and as investment
sub-advisor to seven separate investment portfolios of Variable Insurance Funds
with aggregate assets of approximately $7,297,291,169.
Since July 31, 2002, purchases and sales of the securities of any
parent or subsidiary of the Advisor, AmSouth Bank or AmSouth Bancorporation by
the Trustees of the Funds have not exceeded 1% of the outstanding securities of
any class of securities of such entities.
The following is a list of the managers and principal executive
officers of the Advisor. Geoffrey A. von Kuhn, a manager of the Advisor, also
serves as a Trustee of AmSough Funds.
POSITION(S) AND PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE ADVISOR
Geoffrey A. von Kuhn Manager
AmSouth Harbert Plaza
Upper Lobby
1901 Sixth Avenue North
Birmingham, AL 35203
Joseph Keating Chairman and Manager
AmSouth Harbert Plaza -
Upper Lobby
1901 Sixth Avenue North
Birmingham, AL 35203
Mike C. Daniel Manager
AmSouth Harbert Plaza -
Upper Lobby
1901 Sixth Avenue North
Birmingham, AL 35203
Don Kimble Manager
AmSouth Harbert Plaza -
Upper Lobby
1901 Sixth Avenue North
Birmingham, AL 35203
E-1
POSITION(S) AND PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE ADVISOR
Richard Calvert Vice President and Portfolio Manager
AmSouth Harbert Plaza -
1901 Sixth Avenue North
Suite 620
Birmingham, AL 35203
Rob Rinner Vice President and Portfolio Manager
315 Deaderick Street
Fifth Floor
Nashville, TN 37237
Frederick S. Crown, Jr. Vice President and Portfolio Manager
315 Deaderick Street
Fifth Floor
Nashville, TN 37237
John W. Travis Secretary and Compliance Officer
315 Deaderick Street
Seventh Floor
Nashville, TN 37237
Stanley C. Moss Chief Financial Officer
AmSouth Harbert Plaza
Upper Lobby
1901 Sixth Avenue North
Birmingham, AL 35203
E-2
OTHER INVESTMENT COMPANY CLIENTS
The Advisor serves as investment adviser to the following investment
companies, which have investment objectives similar to the Funds', at the fee
rates set forth below.
APPROXIMATE NET ASSETS
JUNE 30, 2002 ANNUAL
FUND (IN MILLIONS) ADVISORY FEE
AmSouth Value Fund $594.0 0.80%
AmSouth Small Cap Fund $162.2 1.20%
AmSouth Equity Income Fund $94.2 0.80%
AmSouth Balanced Fund $162.4 0.80%
AmSouth Select Equity Fund $17.7 0.80%
AmSouth Enhanced Market Fund $36.6 0.45%
AmSouth Bond Fund $642.4 0.65%
AmSouth Limited Term Bond Fund $180.6 0.65%
AmSouth Government Income Fund $289.1 0.65%
AmSouth Municipal Bond Fund $394.4 0.65%
AmSouth Florida Tax-Exempt Fund $60.9 0.65%
AmSouth Prime Money Market Fund $1,302.8 0.40%
AmSouth U.S. Treasury Money Market Fund $257.7 0.40%
AmSouth Tax-Exempt Money Market Fund $211.9 0.40%
AmSouth Institutional Prime Obligations Money Market Fund $663.5 0.20%
AmSouth International Equity Fund $289.9 1.25%
AmSouth Mid Cap Fund $50.5 1.00%
AmSouth Capital Growth Fund $287.8 0.80%
AmSouth Large Cap Fund $512.9 0.80%
AmSouth Limited Term U.S. Government Fund $40.3 0.65%
AmSouth Tennessee Tax-Exempt Fund $52.3 0.65%
AmSouth Limited Term Tennessee Tax-Exempt Fund $10.8 0.65%
AmSouth Treasury Reserve Money Market Fund $321.2 0.40%
AmSouth Strategic Portfolios: Aggressive Growth Portfolio $24.6 0.20%
AmSouth Strategic Portfolios: Growth Portfolio $19.9 0.20%
AmSouth Strategic Portfolios: Growth and Income Portfolio $78.5 0.20%
E-3
APPROXIMATE NET ASSETS
JUNE 30, 2002 ANNUAL
FUND (IN MILLIONS) ADVISORY FEE
AmSouth Strategic Portfolios: Moderate Growth and Income Portfolio $22.8 0.20%
Variable Insurance Funds - AmSouth Equity Income Fund $64.1 0.60%
Variable Insurance Funds - AmSouth Select Equity Fund $29.4 0.80%
Variable Insurance Funds - AmSouth Mid Cap Fund $4.2 0.90%
Variable Insurance Funds - AmSouth Large Cap Fund $6.3 0.70%
Variable Insurance Funds - AmSouth Capital Growth Fund $3.8 0.70%
Variable Insurance Funds - AmSouth Enhanced Market Fund $5.3 0.45%
Variable Insurance Funds - AmSouth International Equity Fund $7.9 1.00%
E-4
APPENDIX F
MORE INFORMATION ABOUT OAKBROOK
OakBrook and its predecessor organizations have a history of money
management dating from 1998. As of May 31, 2002, OakBrook had approximately $453
million of assets under management. OakBrook is located at 701 Warrenville Road,
Suite 335, Lisle, IL 60532, is a Delaware limited liability company and is
registered with the Securities and Exchange Commission as an investment adviser.
OakBrook is 50% owned by AmSouth Bank, the parent company of the Advisor, and
50% owned by Neil Wright, Janna L. Sampson and Peter Jankovskis. AmSouth Bank is
a wholly-owned subsidiary of AmSouth Bancorporation. The principal business
offices of AmSouth and AmSouth Bancorporation are located at AmSouth Center,
1900 Fifth Avenue North, Birmingham, AL 35230.
The following is a list of the directors and principal executive
officers of OakBrook.
POSITION(S) AND PRINCIPAL
NAME AND ADDRESS OCCUPATION WITH OAKBROOK
Neil Wright President and Chief Investment Officer
701 Warrenville Road,
Suite 335, Lisle, IL 60532.
Janna L. Sampson Director of Portfolio Management and
701 Warrenville Road, Administration
Suite 335, Lisle, IL 60532.
Peter Jankovskis Director of Research and Product Development
701 Warrenville Road,
Suite 335, Lisle, IL 60532.
Geoffrey A. von Kuhn Manager
AmSouth Harbert Plaza -
UpperLobby
1901 Sixth Avenue North
Birmingham, AL 35203
T. Kurt Miller Manager
AmSouth Funds
1901 6th Avenue North
Suite 920
Birmingham, AL 35203
F-1
OTHER INVESTMENT COMPANY CLIENTS
OakBrook also serves as investment advisor or sub-advisor to the
following investment companies, which have investment objectives similar to the
Funds', at the fee rates set forth below.
APPROXIMATE NET ASSETS
MAY 31, 2002 ANNUAL
FUND (IN MILLIONS) ADVISORY FEE
AmSouth Enhanced Market Fund $39.8 0.32%
AmSouth Variable Insurance Funds -
Enhanced Market Fund $5.5 0.32%
AmSouth Bank Pension Fund $11.2 0%
AmSouth Select Equity Fund $17.4 0.56%
AmSouth Variable Insurance Funds -
Select Equity Fund $28.1 0.56%
F-2
APPENDIX G
MORE INFORMATION ABOUT DIMENSIONAL FUND ADVISORS INC.
DFA has a history of money management dating from 1981. As of May 31,
2002, Dimensional had approximately $39 billion of assets under management.
Dimensional is located at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.
Dimensional controls DFA Securities Inc. ("DFA Securities"), Dimensional Fund
Advisors Ltd. ("DFAL") and DFA Australia Limited ("DFA Australia"). DFA
Securities is an Illinois corporation and is a limited purpose broker-dealer
which supervises the sales of shares of the mutual funds managed by Dimensional.
DFAL is a company organized under the laws of England, registered with the SEC
and a member of the Financial Services Authority, a self-regulatory organization
for investment managers operating under the laws of England. DFA Australia is a
company organized under the laws of Australia, registered with the SEC and the
Australian Securities and Investments Commission.
The following is a list of the directors and principal executive
officers of Dimensional.
POSITION(S) AND PRINCIPAL
NAME OCCUPATION WITH DIMENSIONAL
David G. Booth Chairman, Chief Executive Officer and President
Rex A. Sinquefield Chairman, Chief Investment Officer
Jeanne C. Sinquefield Executive Vice President and Portfolio Manager
Michael T. Scardina Vice President, Chief Financial Officer and
Treasurer
Kamyab Hashemi-Nejad Vice President, Controller and Assistant Treasurer
Catherine L. Newell Vice President, Secretary, General Counsel
Valerie A. Brown Vice President, Assistant Secretary
Richard A. Eustice Vice President, Assistant Secretary
Arthur H. Barlow Vice President and Portfolio Manager
Truman A. Clark Vice President
James L. Davis Vice President
Robert T. Deere Vice President and Portfolio Manager
Robert W. Dintzner Vice President
Eugene F. Fama Jr. Vice President
Robert M. Fezekas Vice President
Glenn S. Freed Vice President
Henry F. Gray Vice President and Portfolio Manager
Stephen P. Manus Vice President
G-1
POSITION(S) AND PRINCIPAL
NAME OCCUPATION WITH DIMENSIONAL
Karen E. McGinley Vice President and Portfolio Manager
David A. Plecha Vice President and Portfolio Manager
Andrew E. Rasmusen Vice President
Eduardo A. Repetto Vice President
George L. Sands Vice President
David E. Schneider Vice President
John C. Siciliano Vice President, Director of Global Institutional
Services
Carl G. Snyder Vice President and Portfolio Manager
Weston J. Wellington Vice President
Daniel M. Wheeler Vice President, Director of Global Financial
Advisor Services
- --------------------------------------------------------------------------------
The business address of each person listed above is 1299 Ocean Avenue, 11th
Floor, Santa Monica, CA 90401.
G-2
OTHER INVESTMENT COMPANY CLIENTS
Dimensional also serves as investment advisor or sub-advisor to the
following investment companies, which have investment objectives similar to the
Funds', at the fee rates set forth below.
ANNUAL
APPROXIMATE NET ASSETS ADVISORY
MAY 31, 2002 FEE
FUND (IN MILLIONS) MANAGEMENT FEE ADMINISTRATIVE FEE
DFA International Value Portfolio $474 0.20% 0.20%
DFA International Value Portfolio II $43 0.20% 0.01%
DFA International Value Portfolio III $233 0.20% 0.01%
DFA International Value Portfolio IV $100 0.20% 0.20 first $40 million
0.00 thereafter
VA International Value Portfolio $27 0.40% 0.00
SA International HBTM Fund $119 0.38% 0.00
AAM/DFA International High B&M Portfolio $129 0.20% 0.01
DFA International Value Series $331 0.20% 0.00
G-3
AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
[SHAREHOLDER NAME
AND
ADDRESS]
AMSOUTH VALUE FUND
AMSOUTH SMALL CAP FUND
AMSOUTH EQUITY INCOME FUND
AMSOUTH BALANCED FUND
AMSOUTH ENHANCED MARKET FUND
AMSOUTH BOND FUND
AMSOUTH LIMITED TERM BOND FUND
AMSOUTH PRIME MONEY MARKET FUND
AMSOUTH U.S. TREASURY MONEY MARKET FUND
AMSOUTH TAX-EXEMPT MONEY MARKET FUND
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS
OCTOBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE,
and each of them with full power of substitution, as proxy of the undersigned
and hereby authorizes them to represent and to vote, as designated below, at the
Special Meeting of Shareholders of the above-mentioned Funds on October 15, 2002
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund that the undersigned would be entitled to vote if personally
present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:
TO VOTE BY TOLL-FREE TELEPHONE CALL:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the Proxy Card and
follow the simple instructions.
PROXY CARD 1 - PAGE 1
TO VOTE ON THE INTERNET:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and
follow the simple instructions.
TO VOTE BY MAIL:
1) Read the Proxy Statement.
2) Check the appropriate boxes on the Proxy Card below.
3) Sign and date the Proxy Card.
4) Return the Proxy Card promptly in the envelope provided.
*DO NOT MAIL THE PROXY CARD IF YOU ARE VOTING ON THE INTERNET OR BY TELEPHONE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMSOUTH VALUE FUND
AMSOUTH SMALL CAP FUND
AMSOUTH EQUITY INCOME FUND
AMSOUTH BALANCED FUND
AMSOUTH ENHANCED MARKET FUND
AMSOUTH BOND FUND
AMSOUTH LIMITED TERM BOND FUND
AMSOUTH PRIME MONEY MARKET FUND
AMSOUTH U.S. TREASURY MONEY MARKET FUND
AMSOUTH TAX-EXEMPT MONEY MARKET FUND
AMSOUTH INSTITUTIONAL PRIME OBLIGATIONS MONEY MARKET FUND
XX XXXXXXXXXX XXXXXXXXXXXX
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS (1) THROUGH (7) AND WILL AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE "FOR" PROPOSALS (1) THROUGH (7).
PROXY CARD 1 - PAGE 2
VOTE ON PROPOSALS
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth [ ] [ ] [ ]
Funds' Declaration of Trust;
(2A) To Approve the Elimination of a Fundamental Policy on Margin [ ] [ ] [ ]
Purchases and Adopt a Non-Fundamental Policy on Margin
Purchases;
(2B) To Approve the Elimination of a Fundamental Policy on Short [ ] [ ] [ ]
Sales and Adopt a Non-Fundamental Policy on Short Sales;
(2C) To Approve the Elimination of a Fundamental Policy on Joint [ ] [ ] [ ]
Trading Activities;
(2D) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Oil, Gas or Mineral Exploration or Development Programs;
(2E) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Investments in Other Investment Companies;
(2F) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Investments for the Purpose of Exercising Control or Management;
(2G) To Approve the Elimination of a Fundamental Policy on Fund [ ] [ ] [ ]
Ownership of Securities Also Owned by Directors and Officers of
Each Fund or Its Investment Advisor;
(2H) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Securities of Newly-Formed Issuers;
(2I) To Approve the Modification of a Fundamental Policy on Borrowing; [ ] [ ] [ ]
(2J) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Mortgaging or Pledging Securities;
PROXY CARD 1 - PAGE 3
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(2K) To Approve the Modification of a Fundamental Policy on Lending [ ] [ ] [ ]
to Permit Participation in an Inter-Fund Lending Program;
(5) To Approve a Policy to Permit the Advisor and the Board of [ ] [ ] [ ]
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the [ ] [ ] [ ]
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; [ ] [ ] [ ]
(8) To Consider and Act Upon Any Other Business That May Properly [ ] [ ] [ ]
Come Before the Meeting or Any Adjournments Thereof.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date
- --------------------------------------------------------------------------------
Signature (Joint Owner) Date
PROXY CARD 1 - PAGE 4
AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
[SHAREHOLDER NAME
AND
ADDRESS]
AMSOUTH SELECT EQUITY FUND
AMSOUTH GOVERNMENT INCOME FUND
AMSOUTH MUNICIPAL BOND FUND
AMSOUTH FLORIDA TAX-EXEMPT FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS
OCTOBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE,
and each of them with full power of substitution, as proxy of the undersigned
and hereby authorizes them to represent and to vote, as designated below, at the
Special Meeting of Shareholders of the above-mentioned Funds on October 15, 2002
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund that the undersigned would be entitled to vote if personally
present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:
TO VOTE BY TOLL-FREE TELEPHONE CALL:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the Proxy Card and
follow the simple instructions.
TO VOTE ON THE INTERNET:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and
follow the simple instructions.
PROXY CARD 2 - PAGE 1
TO VOTE BY MAIL:
1) Read the Proxy Statement.
2) Check the appropriate boxes on the Proxy Card below.
3) Sign and date the Proxy Card.
4) Return the Proxy Card promptly in the envelope provided.
*DO NOT MAIL THE PROXY CARD IF YOU ARE VOTING ON THE INTERNET OR BY TELEPHONE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMSOUTH SELECT EQUITY FUND
AMSOUTH GOVERNMENT INCOME FUND
AMSOUTH MUNICIPAL BOND FUND
AMSOUTH FLORIDA TAX-EXEMPT FUND
XX XXXXXXXXXX XXXXXXXXXXXX
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS (1) THROUGH (7) AND WILL AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE "FOR" PROPOSALS (1) THROUGH (7).
VOTE ON PROPOSALS
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth [ ] [ ] [ ]
Funds' Declaration of Trust;
(2A) To Approve the Elimination of a Fundamental Policy on Margin [ ] [ ] [ ]
Purchases and Adopt a Non-Fundamental Policy on Margin
Purchases;
(2B) To Approve the Elimination of a Fundamental Policy on Short [ ] [ ] [ ]
Sales and Adopt a Non-Fundamental Policy on Short Sales;
PROXY CARD 2 - PAGE 2
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(2C) To Approve the Elimination of a Fundamental Policy on Joint [ ] [ ] [ ]
Trading Activities;
(2D) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Oil, Gas or Mineral Exploration or Development Programs;
(2E) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Investments in Other Investment Companies;
(2F) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Investments for the Purpose of Exercising Control or Management;
(2G) To Approve the Elimination of a Fundamental Policy on Fund [ ] [ ] [ ]
Ownership of Securities Also Owned by Directors and Officers of
Each Fund or Its Investment Advisor;
(2H) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Securities of Newly-Formed Issuers;
(5) To Approve a Policy to Permit the Advisor and the Board of [ ] [ ] [ ]
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the [ ] [ ] [ ]
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; [ ] [ ] [ ]
(8) To Consider and Act Upon Any Other Business That May Properly [ ] [ ] [ ]
Come Before the Meeting or Any Adjournments Thereof.
PROXY CARD 2 - PAGE 3
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date
- --------------------------------------------------------------------------------
Signature (Joint Owner) Date
PROXY CARD 2 - PAGE 4
AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
[SHAREHOLDER NAME
AND
ADDRESS]
AMSOUTH INTERNATIONAL EQUITY FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS
OCTOBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE,
and each of them with full power of substitution, as proxy of the undersigned
and hereby authorizes them to represent and to vote, as designated below, at the
Special Meeting of Shareholders of the above-mentioned Fund on October 15, 2002
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund that the undersigned would be entitled to vote if personally
present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:
TO VOTE BY TOLL-FREE TELEPHONE CALL:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the Proxy Card and
follow the simple instructions.
TO VOTE ON THE INTERNET:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and
follow the simple instructions.
PROXY CARD 3 - PAGE 1
TO VOTE BY MAIL:
1) Read the Proxy Statement.
2) Check the appropriate boxes on the Proxy Card below.
3) Sign and date the Proxy Card.
4) Return the Proxy Card promptly in the envelope provided.
*DO NOT MAIL THE PROXY CARD IF YOU ARE VOTING ON THE INTERNET OR BY TELEPHONE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMSOUTH INTERNATIONAL EQUITY FUND
XX XXXXXXXXXX XXXXXXXXXXXX
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS (1) THROUGH (7) AND WILL AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE "FOR" PROPOSALS (1) THROUGH (7).
VOTE ON PROPOSALS
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth [ ] [ ] [ ]
Funds' Declaration of Trust;
(2A) To Approve the Elimination of a Fundamental Policy on Margin [ ] [ ] [ ]
Purchases and Adopt a Non-Fundamental Policy on Margin
Purchases;
(2B) To Approve the Elimination of a Fundamental Policy on Short [ ] [ ] [ ]
Sales and Adopt a Non-Fundamental Policy on Short Sales;
(2C) To Approve the Elimination of a Fundamental Policy on Joint [ ] [ ] [ ]
Trading Activities;
PROXY CARD 3 - PAGE 2
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(2D) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Oil, Gas or Mineral Exploration or Development Programs;
(2H) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Securities of Newly-Formed Issuers;
(2K) To Approve the Modification of a Fundamental Policy on Lending [ ] [ ] [ ]
to Permit Participation in an Inter-Fund Lending Program;
(4) FOR AMSOUTH INTERNATIONAL EQUITY FUND SHAREHOLDERS ONLY: To [ ] [ ] [ ]
Approve an Investment Sub-Advisory Agreement Between the
Advisor and Dimensional Fund Advisors Inc. with Respect to
AmSouth International Equity Fund;
(5) To Approve a Policy to Permit the Advisor and the Board of [ ] [ ] [ ]
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the [ ] [ ] [ ]
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; [ ] [ ] [ ]
(8) To Consider and Act Upon Any Other Business That May Properly [ ] [ ] [ ]
Come Before the Meeting or Any Adjournments Thereof.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date
- --------------------------------------------------------------------------------
Signature (Joint Owner) Date
PROXY CARD 3 - PAGE 3
AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
[SHAREHOLDER NAME
AND
ADDRESS]
AMSOUTH LARGE CAP FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS
OCTOBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE,
and each of them with full power of substitution, as proxy of the undersigned
and hereby authorizes them to represent and to vote, as designated below, at the
Special Meeting of Shareholders of the above-mentioned Fund on October 15, 2002
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund that the undersigned would be entitled to vote if personally
present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:
TO VOTE BY TOLL-FREE TELEPHONE CALL:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the Proxy Card and
follow the simple instructions.
TO VOTE ON THE INTERNET:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and
follow the simple instructions.
PROXY CARD 4 - PAGE 1
TO VOTE BY MAIL:
1) Read the Proxy Statement.
2) Check the appropriate boxes on the Proxy Card below.
3) Sign and date the Proxy Card.
4) Return the Proxy Card promptly in the envelope provided.
*DO NOT MAIL THE PROXY CARD IF YOU ARE VOTING ON THE INTERNET OR BY TELEPHONE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMSOUTH LARGE CAP FUND
XX XXXXXXXXXX XXXXXXXXXXXX
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS (1) THROUGH (7) AND WILL AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE "FOR" PROPOSALS (1) THROUGH (7).
VOTE ON PROPOSALS
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth [ ] [ ] [ ]
Funds' Declaration of Trust;
(2A) To Approve the Elimination of a Fundamental Policy on Margin [ ] [ ] [ ]
Purchases and Adopt a Non-Fundamental Policy on Margin
Purchases;
(2B) To Approve the Elimination of a Fundamental Policy on Short [ ] [ ] [ ]
Sales and Adopt a Non-Fundamental Policy on Short Sales;
(2C) To Approve the Elimination of a Fundamental Policy on Joint [ ] [ ] [ ]
Trading Activities;
PROXY CARD 4 - PAGE 2
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(2D) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Oil, Gas or Mineral Exploration or Development Programs;
(2K) To Approve the Modification of a Fundamental Policy on Lending [ ] [ ] [ ]
to Permit Participation in an Inter-Fund Lending Program;
(2L) To Approve the Modification of the Fund's Investment Objective; [ ] [ ] [ ]
(5) To Approve a Policy to Permit the Advisor and the Board of [ ] [ ] [ ]
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the [ ] [ ] [ ]
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; [ ] [ ] [ ]
(8) To Consider and Act Upon Any Other Business That May Properly [ ] [ ] [ ]
Come Before the Meeting or Any Adjournments Thereof.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date
- --------------------------------------------------------------------------------
Signature (Joint Owner) Date
PROXY CARD 4 - PAGE 3
AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
[SHAREHOLDER NAME
AND
ADDRESS]
AMSOUTH MID CAP FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS
OCTOBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE,
and each of them with full power of substitution, as proxy of the undersigned
and hereby authorizes them to represent and to vote, as designated below, at the
Special Meeting of Shareholders of the above-mentioned Fund on October 15, 2002
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund that the undersigned would be entitled to vote if personally
present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:
TO VOTE BY TOLL-FREE TELEPHONE CALL:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the Proxy Card and
follow the simple instructions.
TO VOTE ON THE INTERNET:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and
follow the simple instructions.
PROXY CARD 5 - PAGE 1
TO VOTE BY MAIL:
1) Read the Proxy Statement.
2) Check the appropriate boxes on the Proxy Card below.
3) Sign and date the Proxy Card.
4) Return the Proxy Card promptly in the envelope provided.
*DO NOT MAIL THE PROXY CARD IF YOU ARE VOTING ON THE INTERNET OR BY TELEPHONE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMSOUTH MID CAP FUND
XX XXXXXXXXXX XXXXXXXXXXXX
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS (1) THROUGH (7) AND WILL AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE "FOR" PROPOSALS (1) THROUGH (7).
VOTE ON PROPOSALS
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth [ ] [ ] [ ]
Funds' Declaration of Trust;
(2A) To Approve the Elimination of a Fundamental Policy on Margin [ ] [ ] [ ]
Purchases and Adopt a Non-Fundamental Policy on Margin
Purchases;
(2B) To Approve the Elimination of a Fundamental Policy on Short [ ] [ ] [ ]
Sales and Adopt a Non-Fundamental Policy on Short Sales;
(2C) To Approve the Elimination of a Fundamental Policy on Joint [ ] [ ] [ ]
Trading Activities;
PROXY CARD 5 - PAGE 2
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(2D) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Oil, Gas or Mineral Exploration or Development Programs;
(2E) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Investments in Other Investment Companies;
(2F) To Approve the Elimination of a Fundamental Policy on [ ] [ ] [ ]
Investments for the Purpose of Exercising Control or Management;
(2K) To Approve the Modification of a Fundamental Policy on Lending [ ] [ ] [ ]
to Permit Participation in an Inter-Fund Lending Program;
(3) FOR AMSOUTH MID CAP FUND SHAREHOLDERS ONLY: To Approve an [ ] [ ] [ ]
Investment Sub-Advisory Agreement Between AmSouth Invest-
ment Management Company, LLC (the "Advisor") and OakBrook
Investments, LLC with Respect to AmSouth Mid Cap Fund;
(5) To Approve a Policy to Permit the Advisor and the Board of [ ] [ ] [ ]
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the [ ] [ ] [ ]
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; [ ] [ ] [ ]
(8) To Consider and Act Upon Any Other Business That May Properly [ ] [ ] [ ]
Come Before the Meeting or Any Adjournments Thereof.
PROXY CARD 5 - PAGE 3
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date
- --------------------------------------------------------------------------------
Signature (Joint Owner) Date
PROXY CARD 5 - PAGE 4
AMSOUTH FUNDS
C/O BISYS
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
[SHAREHOLDER NAME
AND
ADDRESS]
AMSOUTH CAPITAL GROWTH FUND
AMSOUTH LIMITED TERM U.S. GOVERNMENT FUND
AMSOUTH TENNESSEE TAX-EXEMPT FUND
AMSOUTH LIMITED TERM TENNESSEE TAX-EXEMPT FUND
AMSOUTH TREASURY RESERVE MONEY MARKET FUND
AMSOUTH STRATEGIC PORTFOLIOS: AGGRESSIVE GROWTH PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH AND INCOME PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS: MODERATE GROWTH AND INCOME PORTFOLIO
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS
OCTOBER 15, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF AMSOUTH FUNDS.
The undersigned hereby appoints JEFFREY C. CUSICK and RODNEY L. RUEHLE,
and each of them with full power of substitution, as proxy of the undersigned
and hereby authorizes them to represent and to vote, as designated below, at the
Special Meeting of Shareholders of the above-mentioned Funds on October 15, 2002
at 10:00 a.m., Eastern time, and at any adjournments thereof, all of the shares
of the Fund that the undersigned would be entitled to vote if personally
present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
PLEASE VOTE USING ONE OF THE FOLLOWING METHODS:
TO VOTE BY TOLL-FREE TELEPHONE CALL:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Call 1-800-890-6903.
3) Enter the 12-digit Control Number set forth on the Proxy Card and
follow the simple instructions.
PROXY CARD 6 - PAGE 1
TO VOTE ON THE INTERNET:
1) Read the Proxy Statement and have the Proxy Card below at hand.
2) Go to the website www.proxyvote.com.
3) Enter the 12-digit Control Number found on the Proxy Card and
follow the simple instructions.
TO VOTE BY MAIL:
1) Read the Proxy Statement.
2) Check the appropriate boxes on the Proxy Card below.
3) Sign and date the Proxy Card.
4) Return the Proxy Card promptly in the envelope provided.
*DO NOT MAIL THE PROXY CARD IF YOU ARE VOTING ON THE INTERNET OR BY TELEPHONE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMSOUTH CAPITAL GROWTH FUND
AMSOUTH LIMITED TERM U.S. GOVERNMENT FUND
AMSOUTH TENNESSEE TAX-EXEMPT FUND
AMSOUTH LIMITED TERM TENNESSEE TAX-EXEMPT FUND
AMSOUTH TREASURY RESERVE MONEY MARKET FUND
AMSOUTH STRATEGIC PORTFOLIOS: AGGRESSIVE GROWTH PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS: GROWTH AND INCOME PORTFOLIO
AMSOUTH STRATEGIC PORTFOLIOS: MODERATE GROWTH AND INCOME PORTFOLIO
XX XXXXXXXXXX XXXXXXXXXXXX
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS (1) THROUGH (7) AND WILL AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE "FOR" PROPOSALS (1) THROUGH (7).
PROXY CARD 6 - PAGE 2
VOTE ON PROPOSALS
PROPOSAL VOTE
FOR AGAINST ABSTAIN
(1) To Authorize AmSouth Funds' Board of Trustees to Amend AmSouth [ ] [ ] [ ]
Funds' Declaration of Trust;
(2A) To Approve the Elimination of a Fundamental Policy on Margin [ ] [ ] [ ]
Purchases and Adopt a Non-Fundamental Policy on Margin
Purchases;
(2B) To Approve the Elimination of a Fundamental Policy on Short [ ] [ ] [ ]
Sales and Adopt a Non-Fundamental Policy on Short Sales;
(2C) To Approve the Elimination of a Fundamental Policy on Joint [ ] [ ] [ ]
Trading Activities;
(2D) To Approve the Elimination of a Fundamental Policy on Investing [ ] [ ] [ ]
in Oil, Gas or Mineral Exploration or Development Programs;
(2K) To Approve the Modification of a Fundamental Policy on Lending [ ] [ ] [ ]
to Permit Participation in an Inter-Fund Lending Program;
(5) To Approve a Policy to Permit the Advisor and the Board of [ ] [ ] [ ]
Trustees to Enter Into, or Materially Amend, Investment
Sub-Advisory Agreements Without Obtaining Shareholder Approval;
(6) To Approve an Amended Investment Advisory Agreement Between the [ ] [ ] [ ]
Advisor and AmSouth Funds;
(7) To Elect a Board of Trustees; [ ] [ ] [ ]
(8) To Consider and Act Upon Any Other Business That May Properly [ ] [ ] [ ]
Come Before the Meeting or any Adjournments Thereof.
PROXY CARD 6 - PAGE 3
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Signature (PLEASE SIGN WITHIN THE BOX) Date
- --------------------------------------------------------------------------------
Signature (Joint Owner) Date
PROXY CARD 6 - PAGE 4