SOUTHTRUST FUNDS 5800 Corporate Drive Pittsburgh, Pennsylvania 15237-7010 June 10, 2003 Mr. Harry Eisenstein Office of Insurance Products Securities and Exchange Commission Room 10172, Stop 10-6 450 Fifth Street, Northwest Washington, DC 20549 RE: SouthTrust Funds (the "Trust") SouthTrust Value Fund II (the "Fund") 1933 Act File No. 33-46190 1940 Act File No. 811-6580 Dear Mr. Eisenstein: On behalf of the Trust, I hereby submit this application for withdrawal of Post-Effective Amendment No. 17 under the Securities Act of 1933 and Amendment No. 19 under the Investment Company Act of 1940 to the Registration Statement of the above-referenced Trust which was filed on April 22, 2003. The accession number of this filing was 0001056288-03-000273. This withdrawal is being made as a result of a business decision not to proceed with the new Fund; therefore, please issue an order with respect to this application for withdrawal at the earliest date the Staff deems appropriate. Pursuant to the requirements of Rule 477(a) of the Securities Act of 1933 Act, the Secretary of the Registrant has signed this application for withdrawal of the Initial Registration Statement this 10th day of June 2003. If you have any questions on this filing, please contact Seana Banks at (412) 288-6340. Very truly yours, /s/ John D. Johnson John D. Johnson Secretary